Tech Data
Annual Report 2014

Plain-text annual report

TECH DATA CORP FORM 10-K (Annual Report) Filed 04/09/14 for the Period Ending 01/31/14 Address 5350 TECH DATA DR CLEARWATER, FL 33760 7275397429 CIK 0000790703 Telephone Symbol TECD SIC Code 5045 - Computers and Computer Peripheral Equipment and Software Industry Computer Hardware Sector Technology Fiscal Year 01/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) For the fiscal year ended January 31, 2014 OR For the transition period from to . Commission File Number 0-14625 TECH DATA CORPORATION (Exact name of Registrant as specified in its charter) (Registrant’s Telephone Number, including Area Code): (727) 539-7429 Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $.0015 per share Securities registered pursuant to Section 12 (g) of the Act: None Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1) No  Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1) No  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 (cid:1) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  No (cid:1) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (cid:1) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Florida 59-1578329 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 5350 Tech Data Drive Clearwater, Florida 33760 (Address of principal executive offices) (Zip Code) Large accelerated filer  Accelerated Filer (cid:1) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1) No  Aggregate market value of the voting stock held by non-affiliates was $1,907,737,111 based on the reported last sale price of common stock on July 31, 2013 which is the last business day of the registrant’s most recently completed second fiscal quarter. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. DOCUMENTS INCORPORATED BY REFERENCE The registrant’s Proxy Statement for use at the Annual Meeting of Shareholders on June 4, 2014, is incorporated by reference in Part III of this Form 10-K to the extent stated herein. 1 Non-accelerated Filer (cid:1) Smaller Reporting Company Filer (cid:1) Class Outstanding at March 26, 2014 Common stock, par value $.0015 per share 38,176,879 Table of Contents TABLE OF CONTENTS 2 PART I ITEM 1. Business 3 ITEM 1A. Risk Factors 10 ITEM 1B. Unresolved Staff Comments 13 ITEM 2. Properties 13 ITEM 3. Legal Proceedings 13 ITEM 4. Mine Safety Disclosures 14 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 ITEM 6. Selected Financial Data 17 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 32 ITEM 8. Financial Statements and Supplementary Data 34 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 63 ITEM 9A. Controls and Procedures 63 ITEM 9B. Other Information 67 PART III ITEM 10 Directors, Executive Officers and Corporate Governance 67 ITEM 11 Executive Compensation 67 ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 ITEM 13 Certain Relationships and Related Transactions, and Director Independence 68 ITEM 14. Principal Accountant Fees and Services 68 PART IV ITEM 15. Exhibits, Financial Statement Schedules 69 Signatures 75 Exhibits Certifications Table of Contents PART I Overview Tech Data Corporation is one of the world’s largest wholesale distributors of technology products. We serve as an indispensable link in the technology supply chain by bringing products from the world’s leading technology vendors to market, as well as providing our customers with advanced logistics capabilities and value-added services. Our customers include approximately 115,000 value-added resellers (“VARs”), direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. We sell to customers in more than 100 countries throughout North America, South America, Europe, the Middle East and Africa. Throughout this document we will make reference to the two primary geographic markets we serve as the Americas (including North America and South America) and Europe. For a discussion of our geographic reporting segments, see Item 8, "Financial Statements and Supplementary Data.” The Company’s financial objectives are to grow sales at or above the overall IT market growth rate by gaining share in select product areas, grow earnings in local currency, generate positive cash flow, and earn a return on invested capital above our weighted average cost of capital. To achieve this, we focus on a strategy of excellence in execution, diversification and innovation that we believe differentiates our business in the marketplace. Execution is fundamental to our business success. We have 28 logistics centers where each day, tens of millions of dollars of technology products are received from vendors, picked and packed and shipped to our customers. Products are generally shipped from regionally located logistics centers the same day the orders are received. In addition, execution is marked by a high level of service provided to our customers through our company’s technical, sales and marketing support, electronic commerce tools, product integration services and financing programs. Our diversification strategy seeks to continuously remix our product and customer portfolios towards higher growth and higher return market segments through organic growth initiatives and acquisitions. We believe that as industry standardization, mobility, cloud computing, the convergence of consumer and professional devices and other potentially disruptive factors transform the way technology is used and delivered, we will leverage our highly efficient infrastructure to capture new market opportunities emerging in specialty areas, such as data center, software, mobility and consumer electronics. The final tenet of our strategy is innovation. Our IT systems and e-business tools and programs have provided our business with the flexibility to effectively navigate fluctuations in market conditions, structural changes in the technology industry, as well as changes created by products we sell. These IT systems and e-business tools and programs have also worked to strengthen our vendor and customer relationships, while at the same time improving the efficiency of these business partners. We believe our strategy of execution, diversification and innovation will continue to strengthen our value proposition with vendor partners and reseller customers while positioning us for continued market expansion and profitable growth. History Tech Data was incorporated in 1974 to market data processing supplies such as tapes, disk packs, and custom and stock tab forms for mini and mainframe computers directly to end users. With the advent of microcomputer dealers, we made the transition to a wholesale distributor in 1984 by broadening our product line to include hardware products and withdrawing entirely from end-user sales. From fiscal 1989 through fiscal 2007, we expanded geographically through the acquisitions of several distribution companies in both the Americas and Europe, significantly strengthening our position in certain product and customer segments. In fiscal 2008, we executed a joint venture agreement with Brightstar Corp. ("Brightstar"), one of the world’s largest wireless products distributors and supply chain solutions providers. Brightstar Europe Limited ("BEL"), our consolidated joint venture with Brightstar, distributed mobile phones and other wireless devices to a variety of customers including mobile operators, dealers, agents, retailers and e-tailers in certain European markets. During the third quarter of fiscal 2013, we acquired Brightstar's fifty percent ownership interest in BEL. The terms of the acquisition agreement included a payment of $165.9 million in cash for Brightstar's equity in BEL and the repayment of all loans advanced by Brightstar to BEL. We funded the acquisition, repayment of the loans advanced by Brightstar and transaction costs with our available cash. In fiscal 2011, we continued to support our diversification strategy by completing five acquisitions in Europe, including the acquisition of Triade Holding B.V. (“Triade”), a privately-held portfolio of leading value-added distributors of consumer electronics and information technology products in the Benelux region, Denmark and Norway. We believe the acquisition of Triade strengthened our presence in these geographies and enabled us to accelerate our diversification strategy into the consumer electronics business in 3 ITEM 1. Business. Table of Contents Europe, while leveraging our logistics infrastructure. In a related transaction, BEL acquired Triade’s mobility subsidiaries in Belgium and the Netherlands, significantly extending BEL’s mobility operations in Europe. During fiscal 2012, we made two acquisitions in the European technology distribution marketplace. While the acquisitions did not have a significant impact on our consolidated results of operations, the addition of these businesses expanded our product and customer portfolios and continued to add desired skill sets, while leveraging our logistics infrastructure in Europe. Also in fiscal 2012, expanding upon the success of our mobility distribution joint venture in Europe, we executed an agreement with Brightstar to establish a joint venture in the United States, hereinafter referred to as TDMobility. TDMobility simplifies the selling, delivery and support of mobile services for our reseller customers serving the small and medium business markets. During the fourth quarter of fiscal 2014, we acquired Brightstar's fifty percent ownership interest in TDMobility. In fiscal 2012, we also exited our commercial in-country operations in Brazil and Colombia. Brazil’s complex legal, tax and regulatory environments prevented us from generating an adequate level of profitability and a sufficient return on invested capital. In Colombia, a small greenfield operation launched in fiscal 2010, we were unable to gain a level of traction equal to our investment in that market, and thus we ceased our in-country operations at the end of fiscal 2012. In fiscal 2013, we completed the acquisition of several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC (“SCH”), a privately-held IT services company headquartered in the United Kingdom, for a final purchase price of approximately $358 million. The Company used the proceeds from the $350 million of Senior Notes issued in September 2012 and available cash to fund the acquisition. SDG is a leading distributor of value and broadline IT products in the UK, France and the Netherlands. Management believes the acquisition of SDG supports the Company’s diversification strategy by strengthening its European value and broadline offerings in key markets and expanding the Company’s vendor and customer portfolios, while leveraging the Company’s existing pan-European infrastructure. Simultaneously with the acquisition of SDG, the Company entered into a preferred supplier agreement (as subsequently amended) whereby SCH, through its IT reseller business, will have annual purchase commitments through Tech Data for a period of six years, which we estimate will add incremental sales of approximately $450 million to $475 million annually. Industry The wholesale distribution model has proven to be well suited for both manufacturers and publishers of technology products (also referred to in this document as “vendors”) and resellers of those products. The large number of resellers makes it cost efficient for vendors to rely on wholesale distributors to serve this diverse and highly fragmented customer base. Resellers in the traditional distribution model are able to build efficiencies and reduce their costs by relying on distributors, such as Tech Data, for a number of services, including multi-vendor solutions, product configuration/integration, marketing support, financing, technical support, and inventory management, which includes direct shipment to end-users and, in some cases, provides end-users with the distributors’ inventory availability. Due to the large number of vendors and products, resellers often cannot, or choose not to, establish direct purchasing relationships with vendors. As a result, they frequently rely on wholesale distributors, such as Tech Data, who can leverage purchasing costs across multiple vendors to satisfy a significant portion of the resellers' product procurement, logistics, financing, marketing and technical support needs. The technology distribution industry continues to address a broad spectrum of reseller and vendor requirements. While some vendors have elected to sell directly to resellers or end-users for particular customer and product segments, we believe that a vast majority of vendors continue to embrace traditional distributors that have proven capabilities to manage multiple products and resellers, provide access to fragmented markets, and deliver products in a cost-effective and efficient manner. New products and market opportunities have helped to offset the impact on technology distributors of vendor direct sales. Further, vendors continue to seek the logistics expertise of distributors to penetrate highly fragmented markets such as the small- and medium-sized business (“SMB”) sector, which relies on VARs, our primary customer base, to gain access to and support for new technology. The economies of scale and global reach of large industry-leading and well-capitalized distributors are expected to continue to be significant competitive advantages in this marketplace. Products and Vendors We distribute and market more than 150,000 products from more than 600 of the world’s leading technology hardware suppliers, networking equipment suppliers, software publishers, and other suppliers of technology peripherals, physical security, consumer electronics, digital signage and mobile phone hardware and accessories. These products are typically purchased directly from the vendor on a non-exclusive basis. Conversely, our vendor agreements do not restrict us from selling similar products manufactured by competitors, nor do they require us to sell a specified quantity of product. As a result, we have the flexibility to terminate or curtail sales of one product line in favor of another due to technological change, pricing considerations, product availability, customer 4 Table of Contents demand, or vendor distribution policies. Overall, we believe that our diversified and evolving product portfolio will provide a solid platform for continued growth. We continually evolve our product line in order to provide our customers with access to the latest technology products. However, from time to time, the demand for certain products that we sell exceeds the supply available from the vendor. In such cases, we generally receive an allocation of the available products. We believe that our ability to compete is not adversely affected by these periodic shortages and the resulting allocations. We believe that our vendor agreements are in the form customarily used by manufacturers and distributors. Agreements typically contain provisions that allow termination by either party upon a short notice period. In most instances, a vendor who elects to terminate a distribution agreement will repurchase the vendor’s products carried in the distributor’s inventory. Most of our vendor agreements also allow for stock rotation and price protection provisions. Stock rotation rights give us the ability, subject to certain limitations, to return for credit or exchange a portion of those inventory items purchased from the vendor. Price protection situations occur when a vendor credits us for declines in inventory value resulting from the vendor’s price reductions. Along with our inventory management policies and practices, these provisions reduce our risk of loss due to slow-moving inventory, vendor price reductions, product updates or obsolescence. Sometimes the industry practices discussed above are not embodied in agreements and do not protect us in all cases from declines in inventory value. However, we believe that these practices provide a significant level of protection from such declines, although no assurance can be given that such practices will continue or that they will adequately protect us against declines in inventory value. We sell products in various countries throughout the world, and product categories may vary from region to region. Our consolidated revenue mix may fluctuate between and within our operating segments as well as within our product categories. These fluctuations can be influenced by our diversification strategies, new product offerings and supply and demand fluctuations within our operating regions. Our consolidated net sales for fiscal 2014 and 2013 within our strategic focus categories approximated the following: Our strategic focus categories include the following products: We generated approximately 21% , 21% and 25% of our consolidated net sales in fiscal 2014, 2013 and 2012, respectively, from products purchased from Hewlett-Packard Company. In addition, approximately 13% and 12% of our consolidated net sales in fiscal 2014 and 2013 were from products purchased from Apple, Inc. There were no other vendors that accounted for 10% or more of our consolidated net sales in fiscal 2014, 2013 or 2012. Customers and Services Our products are purchased directly from vendors in significant quantities and are marketed to an active reseller base of approximately 115,000 VARs, direct marketers, retailers and corporate resellers. While we sell products in various countries 5 2014 2013 Broadline 46% 47% Data Center 23% 21% Software 18% 19% Mobility 9% 8% Consumer Electronics 4% 5% • Broadline - We define our broadline category to include, among other products, notebooks, tablets, desktop systems, printers, supplies and components. • Data Center - We define our data center category to include products such as servers, server accessories, networking products, storage hardware and networking support services. • Software - We define our software category as a broad variety of applications containing computer instructions or data that can be stored electronically. We offer a variety of software products, such as virtualization software, security software (firewalls, intrusion, detection and encryption), desktop application software, operating system software, utilities software and software service and support. • Mobility - We define our mobility category to include mobile handsets, navigation devices, aircards, SIM cards and other mobility-related accessories. • Consumer Electronics - We define our consumer electronics category to include car and home audio / visual equipment, blue-ray and DVD players, televisions and related accessories, cameras and related accessories, gaming and home appliances. Table of Contents throughout the world, and customer channels may vary from region to region, during fiscal 2014 and 2013, sales within our consolidated customer channels approximated the following: No single customer accounted for more than 10% of our net sales during fiscal 2014, 2013 or 2012. The market for VARs is attractive because VARs generally rely on distributors as their principal source of technology products and the related financing for the products. This reliance is due to VARs typically not wanting to invest the resources to establish a large number of direct purchasing relationships or stock significant product inventories. Direct marketers, retailers and corporate resellers may establish direct relationships with vendors for their highest volume products, but utilize distributors as the primary source for other product requirements and an alternative source for products acquired directly. In addition to an extensive product offering from the world's leading technology vendors, we provide resellers a high level of customer service through our training and technical support, suite of electronic commerce tools (including internet order entry and electronic data interchange (“EDI”) services), customized shipping documents, product configuration/integration services and access to flexible financing programs. We also provide services to our vendors by providing them the opportunity to participate in a number of special promotions, and marketing services targeted to the needs of our resellers. While we believe that services such as these help to set us apart from our competition, they contribute less than 10% of our consolidated net sales. We provide our vendors with access to one of the largest bases of resellers throughout the Americas and Europe, delivering products to them from our 28 regionally located logistics centers. We have located our logistics centers near our customers which enables us to deliver products on a timely basis, thereby reducing the customers’ need to invest in inventory (see also Item 2, "Properties" for further discussion of our locations and logistics centers). Sales and Electronic Commerce Our sales team consists of field sales and inside telemarketing sales representatives. The sales representatives are provided comprehensive training on our policies and procedures, and the technical specifications of products, and attend product seminars offered by our vendors. Field sales representatives are typically located in major metropolitan areas in their respective geographies and are supported by inside telemarketing sales teams covering a designated territory. Our team concept provides a strong personal relationship between our customers’ representatives and Tech Data. Territories with no field representation are serviced exclusively by inside telemarketing sales teams. Customers typically call our inside sales teams on dedicated telephone numbers or contact us through various electronic methods to place orders. If the product is in stock and the customer has available credit, customer orders are generally shipped the same day from the logistics center nearest the customer or the intended end-user. Customers often utilize our electronic ordering and information systems. Through our website, customers can gain remote access to our information systems to place orders, or check order status, inventory availability and pricing. Certain of our larger customers have EDI services available whereby orders, order acknowledgments, invoices, inventory status reports, customized pricing information and other industry standard EDI transactions are consummated on-line, which improves efficiency and timeliness for the Company and our customers. In fiscal 2014 and 2013, approximately 45% and 43% of our consolidated net sales originated from orders received electronically. Competition We operate in a market characterized by intense competition, based on such factors as product availability, credit terms and availability, price, speed of delivery, effectiveness of information systems and e-commerce tools, ability to tailor solutions to customers' needs, quality and depth of product lines and training, as well as service and support provided by the distributor to the customer. We believe we are well equipped to compete effectively with other distributors in all of these areas. We compete against several distributors in the Americas market, including broadline product distributors such as Ingram Micro Inc. ("Ingram Micro"), Synnex Corp., and to a lesser extent, more specialized distributors such as Arrow Electronics, Inc. (“Arrow”) and Avnet, Inc. (“Avnet”), along with some regional and local distributors. The competitive environment in Europe is more fragmented, with market share spread among several regional and local competitors such as ALSO/Actebis and Esprinet, as well as international distributors such as Ingram Micro, Westcon Group, Inc. (including its Comstor business unit), Arrow and Avnet. The Company also faces competition from companies entering or expanding into the logistics and product fulfillment and e-commerce supply chain services market and certain direct sales relationships between manufacturers, resellers, and end-users continue to introduce change into the competitive landscape of our industry. As we expand our business into new areas, we may face increased 6 2014 2013 VARs 51 % 52 % Direct marketers and retailers 28 % 27 % Corporate resellers 21 % 21 % Table of Contents competition from other distributors as well as vendors. However, we believe vendors will continue to sell their products through distributors, such as Tech Data, due to our ability to provide them with access to our broad customer base and serve them in a highly cost-effective and efficient manner. Our logistics capabilities, as well as our sales and marketing, credit and product management expertise allow our vendors to expand their market coverage, while lowering their selling, inventory and fulfillment costs. Employees On January 31, 2014, we had approximately 9,100 employees (as measured on a full-time equivalent basis). Certain of our employees in various countries outside of the United States are subject to laws providing representation rights to employees on workers' councils. Our success depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. We believe we realize significant benefits from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good. Foreign and Domestic Operations and Export Sales We operate predominately in a single industry segment as a distributor of technology products, logistics management, and other value-added services. While we operate primarily in one industry, we manage our business in two geographic segments: the Americas (including North America and South America) and Europe. Over the past several years, we have entered new geographic markets, expanded our presence in existing markets and exited certain markets based upon our assessment of, among other factors, our earnings potential and the risk exposure in those markets, including foreign currency exchange, regulatory and political risks. To the extent we decide to close any of our operations, we may incur charges and operating losses related to such closures and recognize a portion of our accumulated other comprehensive income in connection with such a disposition. For information on our net sales, operating income and identifiable assets by geographic region, see Note 14 of Notes to Consolidated Financial Statements. Asset Management We manage our inventories in a manner that allows us to maintain sufficient quantities to achieve high order fill rates while attempting to stock only those products in high demand that have a rapid turnover rate. Our business, like that of other distributors, is subject to the risk that the value of inventory will be impacted adversely by suppliers’ price reductions or by technological changes affecting the usefulness or desirability of the products comprising the inventory. Our contracts with most of our vendors provide price protection and stock rotation privileges to reduce the risk of loss due to manufacturer price reductions and slow moving or obsolete inventory. In the event of a vendor price reduction, we generally receive a credit for the impact on products in inventory and we have the right to rotate a certain percentage of purchases, subject to certain limitations. Historically, price protection and stock rotation privileges, as well as our inventory management procedures, have helped reduce the risk of loss of inventory value. We attempt to control losses on credit sales by closely monitoring customers’ creditworthiness through our IT systems, which contain detailed information on each customer’s payment history and other relevant information. In certain countries, we have obtained credit insurance that insures a percentage of the credit extended by us to certain customers against possible loss. The Company also uses floorplan financing arrangements as an additional approach to mitigate credit risk. Customers who qualify for credit terms are typically granted net 30-day payment terms in the Americas. While credit terms in Europe vary by country, the vast majority of customers are granted credit terms ranging from 30 to 60 days. We also sell products on a prepayment, credit card and cash-on-delivery basis. In addition, certain of the Company’s vendors subsidize floorplan financing arrangements for the benefit of our customers. Additional Information Available Our principal Internet address is www.techdata.com . We provide our annual and quarterly reports free of charge on www.techdata.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). We provide a link to all SEC filings where current reports on Form 8-K and any amendments to previously filed reports may be accessed, free of charge. Information on Tech Data’s website is not incorporated into this Form 10-K or the Company’s other securities filings and is not a part of them. Executive Officers The following table sets forth the name, age and title of each of the persons who were serving as executive officers of Tech Data as of March 26, 2014: 7 Table of Contents Robert M. Dutkowsky, Chief Executive Officer , joined Tech Data as Chief Executive Officer and was appointed to the Board of Directors in October 2006. His career began with IBM where, during his 20-year tenure, he served in several senior management positions including Vice President, Distribution - IBM Asia/Pacific. Prior to joining Tech Data, Mr. Dutkowsky served as President, CEO, and Chairman of the Board of Egenera, Inc. (a software and virtualization technology company), from 2004 until 2006, and served as President, CEO, and Chairman of the Board of J.D. Edwards & Co., Inc. (a software company) from 2002 until 2004. He was President, CEO, and Chairman of the Board of GenRad, Inc. from 2000 until 2002. Starting in 1997, Mr. Dutkowsky was Executive Vice President, Markets and Channels, at EMC Corporation before being promoted to President, Data General, in 1999. Mr. Dutkowsky holds a B.S. degree in Industrial and Labor Relations from Cornell University. Jeffery P. Howells, Executive Vice President and Chief Financial Officer , joined the Company in October 1991 as Vice President of Finance and was promoted to Chief Financial Officer in March 1992. In March 1993, he became Senior Vice President and Chief Financial Officer and in 1997 was promoted to Executive Vice President and Chief Financial Officer. Prior to joining the Company, Mr. Howells was employed by Price Waterhouse for 11 years. Mr. Howells is a Certified Public Accountant and holds a B.B.A. degree in Accounting from Stetson University. Néstor Cano, President, Europe , joined Computer 2000 (and the Company via acquisition) in July 1989 as a Software Product Manager and served in various management positions within the Company’s operations in Spain and Portugal from 1990 to 1995, after which time he was promoted to Regional Managing Director. In March 1999, he was appointed Executive Vice President of U.S. Sales and Marketing, and in January 2000 was promoted to President, the Americas. Mr. Cano was promoted to President, Worldwide Operations in August 2000 and was appointed to President, Europe in June 2007. Mr. Cano holds a PDG (similar to an Executive MBA) from IESE Business School in Barcelona and an Engineering Degree from Barcelona University. Joseph H. Quaglia, President, the Americas, joined the Company in May 2006 as Vice President, East and Government Sales and was promoted to Senior Vice President of U.S. Marketing in November 2007. In February 2012, he was appointed to the additional role of President, TDMobility and he was promoted to President, the Americas in November 2013. Prior to joining the Company, Mr. Quaglia held senior management positions with CA Technologies, StorageNetworks Inc. and network software provider Atabok. Mr. Quaglia holds a B.S. in Computer Science from Indiana State University and an M.B.A. from Butler University. John A. Tonnison, Executive Vice President and Chief Information Officer , joined the Company in March 2001 as Vice President, Worldwide E-Business and was promoted to Senior Vice President of IT Americas in December 2006. In February 2010, he was appointed to Executive Vice President and Chief Information Officer. Prior to joining the Company, Mr. Tonnison held executive management positions in the U.S., United Kingdom and Germany with Computer 2000, Technology Solutions Network and Mancos Computers. Mr. Tonnison was educated in the United Kingdom and became a U.S. citizen in 2006. Alain Amsellem, Senior Vice President and Chief Financial Officer, Europe , joined the Company in 1994 through Tech Data’s acquisition of French distributor, Softmart International S.A. and served as France Finance Director until 2004. In August 2004, Mr. Amsellem was promoted to Senior Vice President of Southern Europe, and was appointed Senior Vice President - Europe Finance & Operations in 2007. In February 2014, he was appointed Senior Vice President and Chief Financial Officer, Europe. Mr. Amsellem is a Chartered Accountant and holds a degree in management and chartered accountancy from Paris Dauphine University. Charles V. Dannewitz, Senior Vice President and Chief Financial Officer, the Americas , joined the Company in February 1995 as Vice President of Taxes. He was promoted to Senior Vice President of Taxes in March 2000, and assumed responsibility for worldwide treasury operations in July 2003. In February 2014, he was appointed Senior Vice President and Chief Financial Officer, the Americas. Prior to joining the Company, Mr. Dannewitz was employed by Price Waterhouse from 1981 to 1995, most recently as a tax partner. Mr. Dannewitz is a Certified Public Accountant and holds a Bachelor of Science Degree in Accounting from Illinois Wesleyan University. 8 Name Age Title Robert M. Dutkowsky 59 Chief Executive Officer Jeffery P. Howells 56 Executive Vice President and Chief Financial Officer Néstor Cano 49 President, Europe Joseph H. Quaglia 49 President, the Americas John A. Tonnison 45 Executive Vice President and Chief Information Officer Alain Amsellem 54 Senior Vice President and Chief Financial Officer, Europe Charles V. Dannewitz 59 Senior Vice President and Chief Financial Officer, the Americas Joseph B. Trepani 53 Senior Vice President and Corporate Controller David R. Vetter 54 Senior Vice President, General Counsel and Secretary Table of Contents Joseph B. Trepani, Senior Vice President and Corporate Controller , joined the Company in March 1990 as Controller and held the position of Director of Operations from October 1991 through January 1995. In February 1995, he was promoted to Vice President and Worldwide Controller and to Senior Vice President and Corporate Controller in March 1998. Prior to joining the Company, Mr. Trepani was Vice President of Finance for Action Staffing, Inc. from 1989 to 1990. From 1982 to 1989, he was employed by Price Waterhouse. Mr. Trepani is a Certified Public Accountant and holds a Bachelor of Science Degree in Accounting from Florida State University. David R. Vetter, Senior Vice President, General Counsel and Secretary , joined the Company in June 1993 as Vice President and General Counsel and was promoted to Corporate Vice President and General Counsel in April 2000. In March 2003, he was promoted to his current position of Senior Vice President, and effective July 2003, was appointed Secretary. Prior to joining the Company, Mr. Vetter was employed by the law firm of Robbins, Gaynor & Bronstein, P.A. from 1984 to 1993, most recently as a partner. Mr. Vetter is a member of the Florida Bar Association and holds Bachelor of Arts Degrees in English and Economics from Bucknell University and a Juris Doctorate Degree from the University of Florida. 9 Table of Contents ITEM 1A. Risk Factors. The following are certain risk factors that could affect our business, financial position and results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in the forward-looking statements. Before you buy our common stock or other securities, you should know that making such an investment involves risks, including the risks described below. The risks that have been highlighted below are not the only risks of our business. If any of the risks actually occur, our business, financial condition or results of operations could be negatively affected. In that case, the trading price of our common stock or other securities could decline, and you may lose all or part of your investment. Risk factors that could cause actual results to differ materially from our forward-looking statements are as follows: Our ability to earn profit is more challenging when sales slow from a down economy as a result of gross profit declining faster than cost reduction efforts taking effect. High levels of unemployment in the markets we serve, including the United States and certain countries in Europe, as well as austerity measures that have been implemented by governments in those markets, have constrained economic growth resulting in lower demand for the products and services we sell. When we experience a rapid decline in demand for products we experience more difficulty in achieving the gross profit and operating profit we desire due to the lower sales and increased pricing pressure. The fragile economic environment may also result in changes in vendor terms and conditions, such as rebates, cash discounts and cooperative marketing efforts, which may also result in downward pressure on our gross profit. As a result, there is pressure to reduce the cost of operations in order to maximize operating profits. To the extent we cannot reduce costs to offset such decline in operating profits, our operating margins typically deteriorate. The benefits from cost reductions may also take longer to fully realize and may not fully mitigate the impact of the reduced demand. Should we experience a decline in operating profits, especially in Europe, the valuations we develop for purposes of our goodwill impairment test may be adversely affected, potentially resulting in impairment charges. Deterioration in the financial and credit markets heightens the risk of customer bankruptcies and delays in payment. 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. Our competitors can take more market share by reducing prices on key vendor products that contribute the most to our profitability. The Company operates in a highly competitive environment. The technology distribution industry is characterized by intense competition, based primarily on product availability, credit terms and availability, price, effectiveness of information systems and e-commerce tools, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and training, service and support. Our customers are not required to purchase any specific volume of products from us and may move business if pricing is reduced by competitors, resulting in lower sales. As a result, we must be extremely flexible in determining when to reduce price to maintain market share and sales volumes and when to allow our sales volumes to fall to maintain the quality of our profitability. The Company competes with a variety of regional, national and international wholesale distributors, some of which may have greater financial resources than the Company. To maintain competitive internal information and telecommunication systems and to protect such systems against security breaches, data protection breaches, or other cybersecurity attacks, we must incur costs that cannot easily be reduced in time of weak demand and could result in reduced profitability. The Company is highly dependent upon its internal information and telecommunication systems to operate its business. These systems are costly to maintain and monitor for performance and against cybersecurity threats. In fiscal 2014, the Company continued to invest in the IT infrastructure in Europe. In the second quarter of fiscal 2013, the Company implemented the sales, inventory and credit management modules of the SAP system in the United States. During this implementation, changes in the flow of information impacted the Company's ability to make critical margin management decisions. While the Company was in the process of improving the use and understanding of the system, the time needed to accomplish these improvements was longer than the Company anticipated, which negatively impacted our sales and profitability during fiscal 2013 and 2014. We will not be able to ship products if our third party shipping companies cease operations temporarily or permanently. The Company relies on arrangements with independent shipping companies for the delivery of its products from vendors and to customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, will have an adverse effect on the Company's business. 10 Table of Contents If our vendors do not continue to provide price protection for inventory we purchase from them our profit from the sale of that inventory will decline. It is very typical in our industry that the value of inventory will decline as a result of price reductions by vendors or technological obsolescence. It is the policy of most of our vendors to protect distributors from the loss in value of inventory due to technological change or the vendors' price reductions. Some vendors, however, may be unwilling or unable to pay the Company for price protection claims or products returned to them under purchase agreements. Moreover, industry practices are sometimes not embodied in written agreements and do not protect the Company in all cases from declines in inventory value. No assurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect the Company, or that the Company will be able to successfully manage its existing and future inventories. Failure to obtain adequate product supplies from our largest vendors, or terminations of a supply or services agreement, or a significant change in vendor terms or conditions of sale by our largest vendors will negatively affect our revenue and operating profit. The Company receives a significant percentage of revenues from products it purchases from certain vendors, such as Hewlett-Packard Company and Apple, Inc. These vendors have significant negotiating power over us and rapid, significant and adverse changes in sales terms and conditions, such as reducing the amount of price protection and return rights as well as reducing the level of purchase discounts and rebates they make available to us, may reduce the profit we can earn on these vendors' products and result in loss of revenue and profitability. The Company's gross profit could be negatively impacted if the Company is unable to pass through the impact of these changes to the Company's customers or cannot develop systems to manage ongoing vendor programs. In addition, the Company's standard vendor distribution agreement permits termination without cause by either party upon 30 days notice. The loss of a relationship with any of the Company's key vendors, a change in their strategy (such as increasing direct sales), the merging of significant vendors, or significant changes in terms on their products may adversely affect the Company's business. Changes in our credit rating or other market factors may increase our interest expense or other costs of capital or capital may not be available to us on acceptable terms to fund our working capital needs. The inability to obtain such sources of capital could have an adverse effect on the Company's business. The Company's business requires substantial capital to operate and to finance accounts receivable and product inventory that are not financed by trade creditors. The Company has historically relied upon cash generated from operations, bank credit lines, trade credit from vendors, proceeds from public offerings of its common stock and proceeds from debt offerings to satisfy its capital needs and finance growth. The Company utilizes various financing instruments such as receivables securitization, leases, revolving credit facilities and trade receivable purchase agreements. As the financial markets change and new regulations come into effect, the cost of acquiring financing and the methods of financing may change. Changes in our credit rating or other market factors may increase our interest expense or other costs of capital or capital may not be available to us on acceptable terms to fund our working capital needs. The inability to obtain such sources of capital could have an adverse effect on the Company's business. The Company's credit facilities contain various financial and other covenants that may limit the Company's ability to borrow, or limit the Company's flexibility in responding to business conditions. These financing instruments involve variable rate debt, thus exposing the Company to risk of fluctuations in interest rates. Increases in interest rates would result in an increase in the interest expense on the Company's variable debt, which would reduce the Company's profitability. We conduct business in countries outside of the United States, which exposes us to fluctuations in foreign currency exchange rates that result in losses in certain periods. The Company conducts business in countries outside of the United States, which exposes the Company to fluctuations in foreign currency exchange rates. The Company may enter into short-term forward exchange or option contracts to hedge this risk. Nevertheless, volatile foreign currency exchange rates increase our risk of loss related to products purchased in a currency other than the currency in which those products are sold. While we maintain policies to protect against fluctuation in currency exchange rates, extreme fluctuations have resulted in our incurring losses in some countries. The realization of any or all of these risks could have a significant adverse effect on our financial results. In addition, the value of the Company's equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are recorded in a cumulative translation adjustment account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when the Company made investments in the country. In addition, our local competitors in certain markets may have different purchasing models that provide them reduced foreign currency exposure compared to the Company. This may result in market pricing that the Company cannot meet without significantly lower profit on sales. 11 Table of Contents We have international operations which expose us to risks associated with conducting business in multiple jurisdictions. The Company's international operations are subject to other risks such as the imposition of governmental controls, export license requirements, restrictions on the export of certain technology, political instability, trade restrictions, tariff changes, difficulties in staffing and managing international operations, changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), difficulties in collecting accounts receivable, longer collection periods and the impact of local economic conditions and practices. There can be no assurance that these and other factors will not have an adverse effect on the Company's business. In addition, while the Company's labor force in the Americas is currently non-union, employees of certain European subsidiaries are subject to collective bargaining or similar arrangements. The Company does business in certain foreign countries where labor disruption is more common than is experienced in the United States and some of the freight carriers used by the Company are unionized. A labor strike by a group of the Company's employees, one of the Company's freight carriers, one of its vendors, a general strike by civil service employees, or a governmental shutdown could have an adverse effect on the Company's business. Many of the products the Company sells are manufactured in countries other than the countries in which the Company's logistics centers are located. The inability to receive products into the logistics centers because of government action or labor disputes at critical ports of entry may have an adverse effect on the Company's business. Risks Related to our Financial Statements and Internal Controls We face risks to our reputation and investor confidence arising from material weaknesses in our internal control environment. Management has identified material weaknesses in internal control over financial reporting with respect to the control environment within the Company's primary operating subsidiary in the UK and two other European subsidiaries, inadequate controls over manual journal entries in Europe and in two subsidiaries in Latin America, inadequate account reconciliation procedures in Europe over certain aspects of vendor accounting and inadequate anti-fraud program and monitoring controls. Management has concluded that our internal control over financial reporting was not effective as of January 31, 2014. Our chief executive officer (“CEO”) and chief financial officer (“CFO”) have also concluded that our disclosure controls and procedures were not effective as of January 31, 2014. Although management is implementing a plan to remediate these material weaknesses, the remedial actions may prove to be ineffective or inadequate and the Company may still be exposed to risk of misstatements in its financial statements. In such circumstances, investors and other users of the Company’s financial statements may lose confidence in the reliability of the Company’s financial information and the Company could fail to comply with certain representations, warranties and covenants in its debt and other financing-related agreements or be obligated to incur additional costs to improve the Company’s internal controls. The Company’s failure or inability to remediate the material weaknesses in a timely and effective manner could also adversely affect its reputation, credit rating and its operating prospects, if the Company is perceived as experiencing financial control or other financial difficulties. See Part II, Item 9A, “Controls and Procedures,” for a further description of the material weaknesses identified by management and management’s plan to remediate these material weaknesses. We cannot predict what losses we might incur in litigation matters, regulatory enforcement actions and contingencies that we may be involved with from time to time, including in connection with the restatement of prior financial statements. The SEC has requested information from the Company with respect to the restatement of certain of our consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, and the Company is cooperating with the SEC request. See Item 3, “Legal Proceedings.” This pending SEC request for information and other potential proceedings could result in fines and other penalties. The Company has not reserved any amount in respect of these matters in its consolidated financial statements. The Company cannot predict whether monetary losses, if any, it experiences in any proceedings related to the restatement will be covered by insurance or whether insurance proceeds recovered will be sufficient to offset such losses. Potential civil or regulatory proceedings may also divert the efforts and attention of the Company’s management from business operations. The Company cannot predict what losses we might incur from other litigation matters, regulatory enforcement actions and contingencies that we may be involved with from time to time. There are various other claims, lawsuits and pending actions against us. We do not expect that the ultimate resolution of these other matters will have a material adverse effect on our consolidated financial position. However, the resolution of certain of these matters could be material to our operating results for any particular period, depending on the level of income for such period. We can make no assurances that we will ultimately be successful in our defense of any of these other matters. 12 Table of Contents Not applicable. Our executive offices are located in Clearwater, Florida. As of January 31, 2014, we operated a total of 28 logistics centers to provide our customers timely delivery of products. Fourteen of these logistics centers are located in the Americas and fourteen are located in Europe. As of January 31, 2014, we leased or owned approximately 7.8 million square feet of space. The majority of our office facilities and logistics centers are leased. Our facilities are well maintained and are adequate to conduct our current business. We do not anticipate significant difficulty in renewing our leases as they expire or securing replacement facilities. Prior to fiscal 2004, one of the Company’s subsidiaries, located in Spain, was audited in relation to various value added tax (“VAT”) matters. As a result of those audits, the Spanish subsidiary received notices of assessment from the Regional Inspection Unit of Spain’s taxing authority that allege the subsidiary did not properly collect and remit VAT. The Spanish subsidiary appealed these assessments to the Madrid Central Economic Administrative Courts beginning in March 2010. Following the administrative court proceedings the matter was appealed to the Spanish National Appellate Court. During the fourth quarter of fiscal year 2014, the Spanish National Appellate Court issued an opinion upholding the assessment for several of the assessed years. Although the Company believes that the Spanish subsidiary's defense to the assessments has solid legal grounds and is continuing to vigorously defend its position by appealing to the Spanish Supreme Court, the risk that the assessments will be upheld has significantly increased. The Spanish National Appellate Court opinion represents a subsequent event that occurred prior to the issuance of the fiscal 2013 financial statements in relation to a loss contingency that existed as of January 31, 2013. The Company increased its accrual for costs associated with this matter by recording a charge of $41.0 million in the fiscal 2013 Consolidated Statement of Income, including $29.5 million recorded in "value added tax assessment" to cover the assessment and various penalties and $11.5 million recorded in "interest expense" for interest that could be assessed. The Company estimates the total exposure for these assessments (including previously recorded amounts), including various penalties and interest, was approximately $56.4 million and $55.6 million at January 31, 2014 and 2013, respectively, which is included in "accrued expenses and other liabilities" in the Consolidated Balance Sheet. 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 where the CIDE tax, including interest, may be considered due to be approximately $25.3 million at January 31, 2014. 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. 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; however, it could be material to the Company’s operating results for any particular period, depending upon the level of income for such period. In addition to the discussion regarding the CIDE tax above, the Company’s Brazilian subsidiary has been undergoing several examinations of non-income related taxes. Given the complexity and lack of predictability of the Brazilian tax system, the Company believes that it is reasonably possible that a loss may have been incurred. However, due to the early stages of the examination, the complex nature of the Brazilian tax system and the absence of communication from the local tax authorities regarding these examinations, the Company is currently unable to determine the likelihood of these examinations resulting in assessments nor estimate the amount of loss, if any, that may be reasonably possible if such assessment were to be made. The SEC has requested information from the Company with respect to the restatement of certain of our consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company is cooperating with the SEC’s request for information. 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. 13 ITEM 1B. Unresolved Staff Comments. ITEM 2. Properties. ITEM 3. Legal Proceedings. Table of Contents Not applicable. 14 ITEM 4. Mine Safety Disclosures . Table of Contents PART II Our common stock is traded on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the symbol “TECD.” We have not paid cash dividends since fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for our common stock as reported by the NASDAQ. As of March 26, 2014, there were 244 holders of record and we believe that there were 16,199 beneficial holders. Stock Performance Chart The five-year stock performance chart below assumes an initial investment of $100 on February 1, 2009 and compares the cumulative total return for Tech Data, the NASDAQ Stock Market (U.S.) Index, and the Standard Industrial Classification, or SIC, Code 5045 – Computer and Peripheral Equipment and Software. The comparisons in the table are provided in accordance with SEC requirements and are not intended to forecast or be indicative of possible future performance of our common stock. 15 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Sales Price High Low Fiscal year 2014 Fourth quarter $55.36 $48.35 Third quarter $54.07 $48.71 Second quarter $51.89 $45.63 First quarter $54.60 $43.02 Sales Price High Low Fiscal year 2013 Fourth quarter $51.19 $42.90 Third quarter $52.46 $42.25 Second quarter $54.72 $45.46 First quarter $59.29 $51.98 Table of Contents Comparison of Cumulative Total Return Assumes Initial Investment of $100 on February 1, 2009 Among Tech Data Corporation, NASDAQ Stock Market (U.S.) Index and SIC Code 5045 Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities None. 16 2009 2010 2011 2012 2013 2014 Tech Data Corporation 100 225 259 287 281 298 NASDAQ Stock Market (U.S.) Index 100 146 186 198 226 299 SIC Code 5045 – Computer and Peripheral Equipment and Software 100 151 179 164 161 206 Table of Contents The following table sets forth certain selected consolidated financial data. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. FIVE-YEAR FINANCIAL SUMMARY (In thousands, except per share data) 17 ITEM 6. Selected Financial Data. Year ended January 31, 2014 2013 2012 2011 2010 Income statement data: (1) Net sales $ 26,821,904 $ 25,358,329 $ 25,647,313 $ 23,619,938 $ 22,089,258 Gross profit 1,362,346 1,303,054 1,377,441 1,278,253 1,163,704 Operating income (2) (3) (4) 227,513 263,720 304,546 321,408 267,968 Consolidated net income (3) (5) (6) (7) 179,932 183,040 201,202 212,992 192,205 Net income attributable to noncontrolling interest (8) 0 (6,785 ) (10,452 ) (4,620 ) (1,045 ) Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 176,255 $ 190,750 $ 208,372 $ 191,160 Net income per share attributable to shareholders of Tech Data Corporation—basic $ 4.73 $ 4.53 $ 4.36 $ 4.29 $ 3.78 Net income per share attributable to shareholders of Tech Data Corporation—diluted $ 4.71 $ 4.50 $ 4.30 $ 4.25 $ 3.75 Dividends per common share 0 0 0 0 0 Balance sheet data: (1) Working capital (9) $ 1,851,447 $ 1,700,485 $ 1,720,564 $ 1,899,124 $ 2,252,713 Total assets 7,169,666 6,830,960 5,796,268 6,524,639 5,748,103 Revolving credit loans and current maturities of long-term debt, net 43,481 167,522 48,490 434,435 70,846 Long-term debt, net 354,121 354,458 57,253 60,076 337,384 Equity attributable to shareholders of Tech Data Corporation 2,098,611 1,918,369 1,953,804 2,108,451 2,088,589 (1) See further discussion in Note 5 of Notes to Consolidated Financial Statements of the Company’s acquisition of SDG in fiscal 2013. (2) During fiscal 2014, the Company incurred $53.8 million of restatement-related expenses and recorded a gain of $35.5 million associated with legal settlements with certain manufacturers of LCD flat panel displays (see further discussion in Note 1 of Notes to Consolidated Financial Statements). (3) During fiscal 2013, the Company increased an accrual for various VAT matters in one of its subsidiaries in Spain by $41.0 million, including operating expenses of $29.5 million in relation to the assessment and penalties and $11.5 million for associated interest expense (see further discussion in Note 13 of Notes to Consolidated Financial Statements). (4) During fiscal 2012, the Company incurred a $28.3 million loss on disposal of subsidiaries related to the closure of certain of the Company’s operations in Latin America (see further discussion in Note 6 of Notes to Consolidated Financial Statements). (5) During fiscal 2014, the Company recorded income tax benefits of $45.3 million for the reversal of deferred tax valuation allowances primarily related to certain jurisdictions in Europe. (6) During fiscal 2013, the Company recorded a $25.1 million reversal of deferred tax valuation allowances related to a specific jurisdiction in Europe. (7) During fiscal 2012, the Company recorded a $13.6 million reversal of deferred tax valuation allowances which was substantially offset by the write-off of deferred income tax assets associated with the closure of Brazil’s commercial operations. During fiscal 2010, the Company recorded a $5.4 million decrease in the deferred tax valuation allowance. (8) During fiscal 2013, the Company completed the acquisition of Brightstar Corp.’s fifty percent ownership interest in Brightstar Europe Limited, which was a consolidated joint venture between Tech Data and Brightstar Corp (see further discussion in Note 5 of Notes to Consolidated Financial Statements). (9) Working capital represents total current assets less total current liabilities in the Consolidated Balance Sheet. Table of Contents Forward-Looking Statements This Annual Report on Form 10-K, 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 projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are referred to the cautionary statements and important factors discussed in Item 1A, "Risk Factors" in this Annual Report on Form 10-K for the year ended January 31, 2014 for further information. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. Overview Tech Data is one of the world’s largest wholesale distributors of technology products. We serve as an indispensable link in the technology supply chain by bringing products from the world’s leading technology vendors to market, as well as providing our customers with advanced logistics capabilities and value-added services. Our customers include value-added resellers (“VARs”) direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. We manage our business in two geographic segments: the Americas (including North America and South America) and Europe. Our financial objectives are to grow sales at or above the overall IT market growth rate by gaining share in select product areas, grow earnings in local currency, generate positive cash flow, and earn a return on invested capital above our weighted average cost of capital. To achieve this, we are focused on a strategy of execution, diversification and innovation that we believe differentiates our business in the marketplace. The fundamental element of our strategy is execution. Our execution strategy is supported by our highly efficient infrastructure, combined with our multiple service offerings, to generate demand, develop markets and provide supply chain services for our vendors and customers. The technology distribution industry in which we operate is characterized by narrow gross profit as a percentage of sales (“gross margin”) and narrow income from operations as a percentage of sales (“operating margin”). Historically, our gross and operating margins have been impacted by intense price competition and declining average selling prices per unit, as well as changes in terms and conditions with our vendors, including those terms related to rebates, price protection, product returns and other incentives. We expect these conditions to continue in the foreseeable future and, therefore, we will continue to proactively evaluate our pricing policies and inventory management practices in response to potential changes in our vendor terms and conditions and the general market environment. In addition, during the second quarter of fiscal 2013, we implemented the sales, inventory and credit management modules of SAP in the United States (“U.S.”), which substantially completed the U.S. implementation of essentially the same SAP systems used in our European operations. More than 90% of the Company's net sales are on one common IT platform, which we believe will give Tech Data significant competitive advantages in providing greater supply chain opportunities by expanding our value-added services to our customers, on-boarding new vendors and products faster and improving our ability to rapidly respond to changes in the market. In addition to execution, our strategy includes ongoing diversification and realignment of our customer and product portfolios to improve long-term profitability throughout our operations. Our broadline distribution business, characterized as high volume, more commoditized offerings, and comprised primarily of personal computer systems, peripherals, supplies and other similar products, remains a core part of our business and represents a significant percentage of our revenue. However, as technology advances, we have continued to evolve our business model, product mix, and value-added offerings in order to provide our vendors with the most efficient distribution channel for their products, and our customers with a broad array of innovative solutions to sell. We have responded to a changing IT landscape with investments in specialty areas, including the data center, software, mobility and consumer electronics, which collectively now comprise more than 50% of our consolidated net sales. On November 1, 2012, we completed the acquisition of several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC (“SCH”), a privately-held IT services company headquartered in the United Kingdom, for a final purchase price of approximately $358 million . We used the proceeds from the $350 million of Senior 18 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Table of Contents Notes issued in September 2012 and available cash to fund the acquisition. SDG is a leading distributor of value and broadline IT products in the UK, France and the Netherlands. We believe the acquisition of SDG supports our diversification strategy by strengthening our European value and broadline offerings in key markets and expanding our vendor and customer portfolios, while leveraging our existing pan-European infrastructure. Simultaneously with the acquisition of SDG, the Company entered into a preferred supplier agreement (as subsequently amended) whereby SCH, through its IT reseller business, will have annual purchase commitments through Tech Data for a period of six years, which we estimate will add incremental sales of approximately $450 million to $475 million annually. Another strategic area of investment is our integrated supply chain services designed to provide innovative third party logistics and other offerings to our business partners. We have seen these offerings grow not only within our European mobility business but also within our consumer electronics and other businesses in both geographies. Our evolving mix of products, services, customers and geographies are important factors in achieving our strategic financial goals. As we execute our diversification strategy we continuously monitor the extension of credit and other terms and conditions offered to our customers to prudently balance risk, profitability and return on invested capital. The final tenet of our strategy is innovation. Our IT systems and e-business tools and programs have provided our business with the flexibility to effectively navigate fluctuations in market conditions, structural changes in the technology industry, as well as changes created by the products we sell. An example of our investment in innovation and one that we believe is providing us with the flexibility to meet the demands of the ever-evolving technology market, is our continued deployment of internal IT systems across both our Americas and European regions. We believe our global IT systems provide us with a competitive advantage allowing us to drive efficiencies throughout our business while delivering innovative solutions for our business partners. In the past, we have implemented several components of our European IT systems into our North American IT infrastructure, including standardizing our North American financial systems and logistics network on SAP. During the second quarter of fiscal 2013, we implemented the sales, inventory and credit management modules of SAP within our U.S. operations, which substantially completed the implementation of the enterprise resource planning (“ERP”) systems used in our European operations. We believe our strategy of execution, diversification and innovation has differentiated us in the markets we serve and has delivered solid operating results and returns on invested capital in both the Americas and Europe for several years. While we initially experienced some performance degradation, we continue to believe that in the long-term our U.S. implementation of SAP will provide us with a competitive advantage, giving us greater flexibility to meet the demands of our customers and vendors, and the ability to expand our reach into new markets and services. A positive indicator supporting this belief is a partial recovery of market share in the Americas beginning in the second quarter of fiscal 2014 that was lost after the Company's implementation of the final modules of SAP within its U.S. operations during the second quarter of fiscal 2013. We believe we have opportunities for further gains in market share as our customer satisfaction ratings continue to improve. In addition, we have continued to gain traction on leveraging the new SAP capabilities we have in the United States, as we have added new customers to our integrated supply chain services. These services have an extensive sales and implementation cycle and while their return on investment is not immediate, we remain optimistic about our ability to profitably grow this business. In Europe, we have seen a decline in net sales within many of our countries, although this decline was mitigated by our acquisition of SDG, as discussed above. Our decline in the region can be attributed to a decline in overall demand due to weak economic conditions in certain countries, as well as a loss of market share in several countries resulting from competitive pressures and our desire to exit or not participate in certain business opportunities due to a lack of profitability or return on capital. We have refrained from taking corresponding cost reduction or other actions in the region due to the uncertainty of the economic situation in the various countries in which we operate, as well as our desire to remain focused on completing the integration of SDG and our mobility and consumer electronics businesses in Belgium and the Netherlands. In the first quarter of fiscal 2015, we completed the integration of SDG. We are monitoring our performance in the region and are continuing to evaluate our ability to regain the proper level of profitable market share as well as the need for cost reductions or other actions. We also continually evaluate the current and potential profitability and return on our investments in all geographies and consider changes in current and future investments based on risks, opportunities and current and anticipated market conditions. In connection with these evaluations, we may incur additional costs to the extent we decide to increase or decrease our investments in certain geographies. We will also continue to evaluate targeted strategic investments across our operations and new business opportunities and invest in those markets and product segments we believe provide us with the greatest opportunities for profitable growth. Finally, from a balance sheet perspective, we require working capital primarily to finance accounts receivable and inventory. We have historically relied upon debt, trade credit from our vendors, and accounts receivable financing programs for our working capital needs. At January 31, 2014, we had a debt to total capital ratio (calculated as total debt divided by the aggregate of total debt and total equity) of 16% . 19 Table of Contents Critical Accounting Policies and Estimates The information included within MD&A is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to bad debts, inventory, vendor incentives, goodwill and intangible assets, deferred taxes, and contingencies. Our estimates and judgments are based on currently available information, historical results, and other assumptions we believe are reasonable. Actual results could differ materially from these estimates. We believe the critical accounting policies discussed below affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Accounts Receivable We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In estimating the required allowance, we take into consideration the overall quality and aging of the receivable portfolio, the existence of credit insurance and specifically identified customer risks. Also influencing our estimates are the following: (1) the large number of customers and their dispersion across wide geographic areas; (2) the fact that no single customer accounts for more than 10% of our net sales; (3) the value and adequacy of collateral received from customers, if any; (4) our historical loss experience; and (5) the current economic environment. If actual customer performance were to deteriorate to an extent not expected by us, additional allowances may be required which could have an adverse effect on our consolidated financial results. Conversely, if actual customer performance were to improve to an extent not expected by us, a reduction in allowances may be required which could have a favorable effect on our consolidated financial results. Inventory We value our inventory at the lower of its cost or market value, cost being determined on a moving average cost basis, which approximates the first-in, first-out method. We write down our inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced products, and assumptions about future demand. Market conditions or changes in terms and conditions by our vendors that are less favorable than those projected by management may require additional inventory write-downs, which could have an adverse effect on our consolidated financial results. Vendor Incentives We receive incentives from vendors related to cooperative advertising allowances, infrastructure funding, volume rebates and other incentive agreements. These incentives are generally under quarterly, semi-annual or annual agreements with the vendors; however, some of these incentives are negotiated on an ad-hoc basis to support specific programs mutually developed with the vendor. Unrestricted volume rebates and early payment discounts received from vendors are recorded when they are earned as a reduction of inventory and as a reduction of cost of products sold as the related inventory is sold. Vendor incentives for specifically identified cooperative advertising programs and infrastructure funding are recorded when earned as adjustments to product costs or selling, general and administrative expenses, depending on the nature of the programs. We also provide reserves for receivables on vendor programs for estimated losses resulting from vendors’ inability to pay or rejections by vendors of claims. Should amounts recorded as outstanding receivables from vendors be deemed uncollectible, additional allowances may be required which could have an adverse effect on our consolidated financial results. Conversely, if actual vendor performance were to improve to an extent not expected by us, a reduction in allowances may be required which could have a favorable effect on our consolidated financial results. Goodwill, Intangible Assets and Other Long-Lived Assets The carrying value of goodwill is reviewed at least annually for impairment and may also be reviewed more frequently if current events and circumstances indicate a possible impairment. We also examine the carrying value of our intangible assets with finite lives, which includes capitalized software and development costs, purchased intangibles, and other long-lived assets as current events and circumstances warrant determining whether there are any impairment losses. Factors that may cause a goodwill, intangible asset or other long-lived asset impairment include negative industry or economic trends and significant under-performance relative to historical or projected future operating results. Our valuation methodology for goodwill includes, but is not limited to, a discounted cash flow model, which estimates the net present value of the projected cash flows of our reporting units and a market approach, which evaluates comparative market multiples applied to our reporting units’ businesses to yield a second assumed value of each reporting unit. The Company performed its annual goodwill impairment test as of January 31, 2014, which indicated the estimated fair value of our European reporting unit exceeded its carrying value by a smaller margin than in previous years. The carrying value of our 20 Table of Contents European goodwill asset as of January 31, 2014 was $225.6 million. The estimated fair value of our European reporting unit exceeded the carrying value by less than 5% in the most recent impairment test. Key assumptions used in determining fair value include projected growth and operating margin, working capital requirements and discount rates. While we do not believe that our European goodwill is impaired at this time, if actual results are substantially lower than the projections used in our valuation methodology, or if market discount rates or our market capitalization substantially increase or decrease, respectively, our future valuations could be adversely affected and a future impairment of goodwill is reasonably possible. Income Taxes We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. We consider all positive and negative evidence available in determining the potential of realizing deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income, and prudent and feasible tax planning strategies. In making this determination, we place greater emphasis on recent cumulative losses and recent taxable income due to the inherent lack of subjectivity associated with these factors. If we determine it is more likely than not that we will be able to use a deferred tax asset in the future in excess of its net carrying value, an adjustment to the deferred tax asset valuation allowance would be made to reduce income tax expense, thereby increasing net income in the period such determination was made. Should we determine that we are not likely to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax asset valuation allowance would be made to income tax expense, thereby reducing net income in the period such determination was made. Contingencies We accrue for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, we reassess our position and make appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters such as imports and exports, the imposition of international governmental controls, changes in the interpretation and enforcement of international laws (in particular related to items such as duty and taxation), and the impact of local economic conditions and practices, which are all subject to change as events evolve and as additional information becomes available during the administrative and litigation process. Recent Accounting Pronouncements and Legislation See Note 1 of Notes to Consolidated Financial Statements for the discussion on recent accounting pronouncements. 21 Table of Contents Results of Operations We do not consider stock-based compensation expense in assessing the performance of our operating segments, and therefore the Company reports stock-based compensation expense separately. The following table summarizes our net sales, change in net sales, operating income and non-GAAP operating income by geographic region for the fiscal years ended January 31, 2014, 2013 and 2012: 22 2014 % of net sales 2013 % of net sales 2012 % of net sales Net sales by geographic region ($ in thousands): Americas $ 10,188,618 38.0% $ 9,823,515 38.7% $ 10,405,428 40.6% Europe 16,633,286 62.0% 15,534,814 61.3% 15,241,885 59.4% Total $ 26,821,904 100.0% $ 25,358,329 100.0% $ 25,647,313 100.0% Year-over-year increase (decrease) in net sales (%): 2014 vs. 2013 2013 vs. 2012 Americas (US$) 3.7% (5.6)% Europe (US$) 7.1% 1.9% Europe (Euro) 3.7% 9.3% Total (US$) 5.8% (1.1)% 2014 % of net sales 2013 % of net sales 2012 % of net sales Operating income ($ in thousands): Americas $ 156,143 1.53 % $ 150,055 1.53 % $ 173,978 1.67 % Europe 80,228 0.48 % 127,281 0.82 % 142,562 0.94 % Stock-based compensation expense (8,858 ) (0.03 )% (13,616 ) (0.05 )% (11,994 ) (0.05 )% Total $ 227,513 0.85 % $ 263,720 1.04 % $ 304,546 1.19 % 2014 % of net sales 2013 % of net sales 2012 % of net sales Non-GAAP operating income ($ in thousands): Americas $ 134,029 1.32 % $ 150,055 1.53 % $ 202,272 1.94 % Europe 149,766 0.90 % 173,817 1.12 % 156,467 1.03 % Stock-based compensation expense (8,858 ) (0.03 )% (13,616 ) (0.05 )% (11,994 ) (0.05 )% Total $ 274,937 1.03 % $ 310,256 1.22 % $ 346,745 1.35 % Table of Contents Management believes that the presentation of non-GAAP operating income, non-GAAP net income and non-GAAP net income per diluted share is useful to investors because it provides a meaningful comparison of our performance between periods. The following tables provide a detailed reconciliation between results reported in accordance with GAAP and non-GAAP financial measures. (1) Fiscal 2014 non-GAAP operating income excludes restatement-related expenses of $13.2 million in the Americas and $40.6 million in Europe and a gain associated with legal settlements in the Americas of $35.5 million. Fiscal 2014 non-GAAP net income excludes these items, net of the related tax effects. (2) Fiscal 2013 non-GAAP operating income excludes a $29.5 million value added tax assessment in relation to an assessment and penalties for various value-added tax matters in one of our subsidiaries in Spain. Fiscal 2013 non-GAAP net income excludes this impact and associated interest expense of $11.5 million, net of the $7.2 million tax impact. (3) Fiscal 2012 non-GAAP operating income excludes a loss on disposal of subsidiaries of $28.3 million. Fiscal 2012 non-GAAP net income excludes the loss on disposal of Year ended January 31, 2014 2013 2012 (In thousands, except per share amounts) GAAP to non-GAAP reconciliation of operating income - Americas: Operating income - Americas $ 156,143 $ 150,055 $ 173,978 Restatement-related expenses and LCD settlements (1) (22,284 ) 0 0 Loss on disposal of subsidiaries (3) 0 0 28,294 Acquisition-related intangible assets amortization expense (4) 170 0 0 Non-GAAP operating income - Americas $ 134,029 $ 150,055 $ 202,272 GAAP to non-GAAP reconciliation of operating income - Europe: Operating income - Europe $ 80,228 $ 127,281 $ 142,562 Restatement-related expenses (1) 40,564 0 0 Value added tax assessment (2) 0 29,462 0 Acquisition-related intangible assets amortization expense (4) 28,974 17,074 13,905 Non-GAAP operating income - Europe $ 149,766 $ 173,817 $ 156,467 Consolidated GAAP to non-GAAP reconciliation of operating income: Operating income $ 227,513 $ 263,720 $ 304,546 Restatement-related expenses and LCD settlements (1) 18,280 0 0 Value added tax assessment (2) 0 29,462 0 Loss on disposal of subsidiaries (3) 0 0 28,294 Acquisition-related intangible assets amortization expense (4) 29,144 17,074 13,905 Non-GAAP operating income $ 274,937 $ 310,256 $ 346,745 GAAP to non-GAAP reconciliation of net income attributable to shareholders of Tech Data Corporation: Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 176,255 $ 190,750 Restatement-related expenses and LCD settlements, net of tax (1) 17,021 0 0 Reversal of deferred tax valuation allowances (5) (45,303 ) (25,128 ) 0 Value added tax assessment and interest expense, net of tax (2) 0 33,766 0 Loss on disposal of subsidiaries, net of tax (3) 0 0 19,221 Acquisition-related intangible assets amortization expense, net of tax (4) 21,305 12,559 10,521 Non-GAAP net income attributable to shareholders of Tech Data Corporation $ 172,955 $ 197,452 $ 220,492 GAAP to non-GAAP reconciliation of net income per share attributable to shareholders of Tech Data Corporation—diluted: Net income per share attributable to shareholders of Tech Data Corporation—diluted $ 4.71 $ 4.50 $ 4.30 Restatement-related expenses and LCD settlements, net of tax (1) 0.44 0.00 0.00 Reversal deferred tax valuation allowances (5) (1.19 ) (0.64 ) 0.00 Value added tax assessment and interest expense, net of tax (2) 0.00 0.86 0.00 Loss on disposal of subsidiaries, net of tax (3) 0.00 0.00 0.43 Acquisition-related intangible assets amortization expense, net of tax (4) 0.56 0.32 0.24 Non-GAAP net income per share attributable to shareholders of Tech Data Corporation—diluted $ 4.52 $ 5.04 $ 4.97 subsidiaries, net of the $9.1 million tax impact. (4) Fiscal 2014, 2013 and 2012 non-GAAP operating income excludes acquisition-related intangible assets amortization expense. Fiscal 2014, 2013, and 2012 non-GAAP net income excludes this expense, net of the related tax effects. (5) Fiscal 2014 and 2013 non-GAAP net income excludes the reversal of deferred tax valuation allowances primarily related to certain jurisdictions in Europe of $45.3 million and $25.1 million, respectively. 23 Table of Contents The following table sets forth our Consolidated Statement of Income as a percentage of net sales for each of the three most recent fiscal years: Net Sales Our consolidated net sales were $26.8 billion in fiscal 2014, an increase of 5.8% when compared to fiscal 2013. Our acquisition of the SDG value and broadline IT products distribution businesses in November 2012 positively impacted our year-over-year net sales comparison by approximately seven percentage points and the strengthening of certain foreign currencies against the U.S. dollar positively impacted our year-over-year net sales comparison by approximately two percentage points. Excluding the net sales of SDG and the positive impact of the strengthening of certain foreign currencies against the U.S. dollar in fiscal 2014, consolidated net sales decreased by approximately three percent in comparison with the same period of the prior fiscal year. On a regional basis, during fiscal 2014, net sales in the Americas increased by 3.7% compared to fiscal 2013 and increased by 7.1% in Europe (an increase of 3.7% on a euro basis). Excluding SDG, net sales in our “legacy” European operations decreased by approximately four percent (a decrease of approximately seven percent on a euro basis) in comparison with the same period of the prior fiscal year. The increase in net sales in the Americas is primarily attributable to a partial recovery of market share beginning in the second quarter of fiscal 2014 that was lost after our implementation of the final modules of SAP within our U.S. operations during the second quarter of fiscal 2013. The decline in our European net sales (in euro) within our legacy operations is primarily due to weak economic conditions in certain countries and a decline in market share within several of our operations due to competitive pressures and our focus on gross margin percentage. Our consolidated net sales were $25.4 billion in fiscal 2013, a decrease of 1.1% when compared to fiscal 2012. The weakening of certain foreign currencies against the U.S. dollar negatively impacted the year-over-year net sales comparison by approximately four percentage points. On a regional basis, during fiscal 2013, net sales in the Americas decreased by 5.6% compared to fiscal 2012 and increased by 1.9% in Europe (an increase of 9.3% on a euro basis). Fiscal 2013 net sales includes $617.4 million of net sales from SDG, which we acquired on November 1, 2012. Included in fiscal 2012 are net sales of approximately $273.8 million related to the in-country operations of Brazil and Colombia, which we exited at the end of fiscal 2012. Excluding the net sales of SDG, the closure of our in-country operations in Brazil and Colombia and the negative impact of the weakening of certain foreign currencies against the U.S. dollar in fiscal 2013, consolidated net sales increased by approximately two percent in comparison with the same period of the prior fiscal year. The increase in net sales was primarily attributable to increased sales volume in tablets, our European mobile business, and software, partially offset by the negative impact of general market conditions in the Americas and the loss of some market share in the U.S. following the implementation of certain SAP modules during the second quarter of the fiscal year. During fiscal 2013, we experienced strong sales performance in certain European markets, including the U.K., Germany, and France. We sell many products purchased from the world’s leading systems, peripherals, networking and software vendors. Products purchased from Hewlett-Packard Company generated 21% , 21% and 25% of our net sales in fiscal 2014, 2013 and 2012, respectively. 24 2014 2013 2012 Net sales 100.00 % 100.00 % 100.00 % Cost of products sold 94.92 94.86 94.63 Gross profit 5.08 5.14 5.37 Operating expenses: Selling, general and administrative expenses 4.16 3.98 4.07 Restatement-related expenses and LCD settlements, net 0.07 0.00 0.00 Value added tax assessment 0.00 0.12 0.00 Loss on disposal of subsidiaries 0.00 0.00 0.11 4.23 4.10 4.18 Operating income 0.85 1.04 1.19 Interest expense 0.10 0.12 0.12 Other (income) expense, net (0.01 ) 0.02 0.01 Income before income taxes 0.76 0.90 1.06 Provision for income taxes 0.09 0.18 0.28 Consolidated net income 0.67 0.72 0.78 Net income attributable to noncontrolling interest 0.00 (0.02 ) (0.04 ) Net income attributable to shareholders of Tech Data Corporation 0.67 % 0.70 % 0.74 % Table of Contents In addition, approximately 13% and 12% of our consolidated net sales in fiscal 2014 and 2013 were from products purchased from Apple, Inc. There were no other vendors that accounted for 10% or more of our consolidated net sales in the past three fiscal years. Gross Profit Gross profit as a percentage of net sales (“gross margin”) during fiscal 2014 was 5.08% compared to 5.14% in fiscal 2013. The slight decline in our year-over-year gross margin is primarily attributable to product mix changes and a competitive environment, particularly in the Americas. Gross margin during fiscal 2013 was 5.14% compared to 5.37% in fiscal 2012. The decrease in our year-over-year gross margin is primarily due to a higher mix of lower margin mobile phones, tablets and software, as well as the aforementioned effects from our implementation of certain SAP modules in the U.S. during the second quarter of fiscal 2013. Operating Expenses Selling, general and administrative expenses (“SG&A”) SG&A as a percentage of net sales increased to 4.16% in fiscal 2014, compared to 3.98% in fiscal 2013. The increase in SG&A as a percentage of net sales compared to the prior year is primarily attributable to the impact of the acquisition of SDG in the fourth quarter of fiscal 2013 and the lack of leverage resulting from lower sales in our legacy operations in Europe. In absolute dollars, SG&A increased $106.7 million in fiscal 2014 compared to fiscal 2013 primarily due to the SDG acquisition. SG&A as a percentage of net sales during the fourth quarter of fiscal 2014 was 3.61% compared to 4.40% for the first nine months of the fiscal year. The increase in operating leverage is primarily due to seasonal variations, including an increase in European demand during our fiscal fourth quarter. SG&A as a percentage of net sales decreased to 3.98% in fiscal 2013, compared to 4.07% in fiscal 2012. Our year-over-year improvement in operating leverage was primarily driven by our ability to manage costs while delivering sales growth in Europe, offset by a decline in operating leverage in the United States due to the implementation of certain modules of SAP in the U.S., as previously discussed above. In absolute dollars, SG&A decreased $34.7 million in fiscal 2013 compared to fiscal 2012. The decrease in SG&A during fiscal 2013 is primarily attributable to the weakening of certain foreign currencies against the U.S. dollar in fiscal 2013 and the closure of our in-country operations in Brazil and Colombia in the fourth quarter of fiscal 2012, partially offset by increased costs incurred to support our sales growth in Europe and the impact of the SDG acquisition in the fourth quarter of fiscal 2013. Restatement-related expenses and LCD settlements, net Restatement-related expenses primarily include legal, accounting and third party consulting fees associated with (i) the restatement of certain of the Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to review the Company's accounting practices, (iii) supplemental procedures to assist in reviewing the Company's financial statements and accounting practices, and (iv) other related activities. During fiscal 2014, the Company incurred restatement-related expenses of approximately $53.8 million. The Company expects to incur restatement-related expenses during fiscal 2015 in connection with continuing to perform supplemental procedures to assist in reviewing its financial statements, accounting practices and in connection with other restatement-related activities. Additionally, the Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel displays. During fiscal 2014, the Company reached settlement agreements with certain manufacturers in the amount of $35.5 million, net of attorney fees and expenses. Value Added Tax Assessment Prior to fiscal 2004, one of our subsidiaries in Spain was audited in relation to various value-added tax ("VAT") matters. As a result of those audits, the subsidiary received notices of assessment that allege the subsidiary did not properly collect and remit VAT. During the fourth quarter of fiscal 2014, an appellate court issued an opinion upholding the assessment for several of the assessed years. The appellate court opinion occurred prior to the issuance of the fiscal 2013 financial statements in relation to a loss contingency that existed as of January 31, 2013. As a result, we recorded a charge of $29.5 million to increase our accrual as of January 31, 2013 to cover the assessment and penalties (see Note 13 of Notes to Consolidated Financial Statements for further discussion). Loss on Disposal of Subsidiaries We incurred losses of $28.3 million during fiscal 2012 as a result of closing the Company’s in-country commercial operations in Brazil and Colombia. The loss on disposal of these subsidiaries includes a $9.9 million impairment charge on the Company’s investments in Brazil and Colombia due to a foreign currency exchange loss (previously recorded in shareholders’ equity as accumulated other comprehensive income), $15.3 million related to the write-off of certain VAT receivables, and $3.1 million 25 Table of Contents comprised primarily of severance costs, fixed asset write-offs and lease termination penalties. These costs do not include any estimated costs associated with the Brazilian subsidiary’s contingencies related to CIDE and other non-income related tax examinations. The operating losses of Brazil and Colombia for the fiscal year ended January 31, 2012, were not significant to the Company’s consolidated operating results (see Note 6 of Notes to Consolidated Financial Statements for further discussion). Interest Expense Interest expense decreased 11.7% to $26.6 million in fiscal 2014 compared to $30.1 million in fiscal 2013. The decrease is primarily attributable to higher interest expense in fiscal 2013 due to $11.5 million recorded in fiscal 2013 related to the appellate court ruling in the fourth quarter of fiscal 2014 in connection with the VAT assessment in one of the Company's subsidiaries in Spain discussed above (see Note 13 of Notes to Consolidated Financial Statements for further discussion), partially offset by an increase in fiscal 2014 interest expense due to the $350.0 million, 3.75% Senior Notes (the "Senior Notes") issued in September 2012. Interest expense decreased 4.0% to $30.1 million in fiscal 2013 compared to $31.4 million in fiscal 2012. The decrease in interest expense in fiscal 2013 in comparison to fiscal 2012 is primarily attributable to the repayment of the $350.0 million, 2.75% convertible senior debentures in December 2011 and the use of the Company's available cash and revolving credit facilities at lower rates of interest throughout fiscal 2013, partially offset by the Senior Notes issued in September 2012 and interest expense of $11.5 million recorded in fiscal 2013 in connection with the VAT assessment in one of the Company's subsidiaries in Spain discussed above. Fiscal 2012 interest expense includes non-cash interest expense of $9.0 million related to the $350.0 million, 2.75% convertible senior debentures. Other (Income) Expense, Net Other (income) expense, net, consists primarily of (gains) losses on investments in life insurance policies to fund the Company's nonqualified deferred compensation plan, interest income, discounts on the sale of accounts receivable and net foreign currency exchange (gains) losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions. Other (income) expense, net, was approximately $3.4 million income in fiscal 2014 compared to $4.1 million expense in fiscal 2013. The change in other (income) expense, net, during fiscal 2014 is primarily attributable to an increase in net foreign currency exchange gains and lower hedging costs on certain financing transactions as compared to the prior fiscal year and a gain related to the acquisition of the remaining fifty percent ownership interest in TD Mobility from Brightstar Corp. ("Brightstar"), our joint venture partner. Other (income) expense, net, was approximately $4.1 million expense in fiscal 2013 compared to $0.9 million expense in fiscal 2012. The change in other (income) expense, net, during fiscal 2013 is primarily attributable to an increase in the premiums associated with foreign currency forward contracts, an increase in discount expense on the sale of accounts receivable, and a decrease in interest income resulting from both lower average short-term cash investments balances and interest rates as compared to the prior fiscal year, partially offset by an increase in gains on investments in life insurance policies related to the Company's nonqualified deferred compensation plan. Provision for Income Taxes Our effective tax rate was 11.9% in fiscal 2014 and 20.1% in fiscal 2013. The change in the effective tax rate during fiscal 2014 compared to fiscal 2013 is primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate and changes in the amounts of income tax reserves and valuation allowances during the respective periods. In fiscal 2014 and 2013, we recorded income tax benefits of $45.3 million and $25.1 million, respectively, for the reversal of valuation allowances primarily related to specific jurisdictions in Europe, which had been recorded in prior fiscal years. See Note 8 of Notes to Consolidated Financial Statements for discussion of the Company’s fiscal 2014, 2013 and 2012 components of the provision for income taxes, reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense, and components of pre-tax income. On an absolute dollar basis, the provision for income taxes decreased 47.5% to $24.4 million in fiscal 2014 compared to $46.4 million in fiscal 2013. The decrease in the provision for income taxes is primarily due to the relative mix of earnings and losses within certain countries in which we operate and the adjustments to income tax reserves and valuation allowances discussed above. Our effective tax rate was 20.1% in fiscal 2013 and 26.1% in fiscal 2012. The change in the effective tax rate during fiscal 2013 compared to fiscal 2012 is primarily due to the relative mix of earnings and losses within the taxing jurisdictions in which we operate and changes in the amounts of income tax reserves and valuation allowances during the respective periods. In fiscal 2013 and 2012, we recorded income tax benefits of $25.1 million and $13.6 million, respectively, for the reversal of deferred income tax valuation allowances primarily related to specific jurisdictions in Europe, which had been recorded in prior fiscal years.This income tax benefit was substantially offset by income tax expense associated with the write-off of deferred and other income tax assets related to the closure of our Brazil in-country operations. 26 Table of Contents On an absolute dollar basis, the provision for income taxes decreased 34.7% to $46.4 million in fiscal 2013 compared to $71.1 million in fiscal 2012. The change in the provision for income taxes is primarily due to the relative mix of earnings and losses within certain countries in which we operate and the adjustments to income tax reserves and valuation allowances discussed above. To the extent we generate future consistent taxable income within those operations currently requiring valuation allowances, the valuation allowances on the related deferred tax assets will be reduced, thereby reducing tax expense and increasing net income in the same period. The underlying net operating loss carryforwards remain available to offset future taxable income in the specific jurisdictions requiring the valuation allowance, subject to applicable tax laws and regulations. The effective tax rate differed from the U.S. federal statutory rate of 35% during fiscal 2014, 2013 and 2012, due to the relative mix of earnings or losses within the tax jurisdictions in which we operate and other adjustments, including: i) losses in tax jurisdictions where we are not able to record a tax benefit; ii) earnings in tax jurisdictions where we have previously recorded valuation allowances on deferred tax assets; iii) the reversal of income tax reserves; iv) changes to valuation allowances recorded on deferred tax assets; and (v) earnings in lower-tax jurisdictions for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the United States. The overall effective tax rate will continue to be dependent upon the geographic distribution of our earnings or losses and changes in tax laws or interpretations of these laws in these operating jurisdictions. We monitor the assumptions used in estimating the annual effective tax rate and make adjustments, if required, throughout the year. If actual results differ from the assumptions used in estimating our annual income tax rates, future income tax expense could be materially affected. Our future effective tax rates could be adversely affected by lower earnings than anticipated in countries with lower statutory rates, changes in the relative mix of taxable income and taxable loss jurisdictions, changes in the valuation of our deferred tax assets or liabilities or changes in tax laws or interpretations thereof. In addition, our income tax returns are subject to continuous examination by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes from these examinations to determine the adequacy of our provision for income taxes. To the extent we prevail in matters for which accruals have been established or are required to pay amounts in excess of such accruals, our effective tax rate could be materially affected. Net income attributable to noncontrolling interest Net income attributable to noncontrolling interest was $6.8 million and $10.5 million, respectively, in fiscal 2013 and 2012. In September 2012, the Company completed the acquisition of Brightstar's fifty percent ownership interest in our European joint venture. Net income attributable to noncontrolling interest represents Brightstar's portion of the operating results of our European joint venture prior to the Company’s acquisition in September 2012. Impact of Inflation During the fiscal years ended January 31, 2014, 2013 and 2012, we do not believe that inflation had a material impact on our consolidated results of operations or on our financial position. Quarterly Data—Seasonality Our 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 our operating results. Recent historical seasonal variations have included an increase in European demand during our fiscal fourth quarter and decreased demand in other fiscal quarters, particularly quarters that include summer months. Given that the majority of our net sales are derived from Europe, our consolidated results closely follow the seasonality trends in Europe. The seasonal trend in Europe typically results in greater operating leverage, and therefore, lower SG&A as a percentage of net sales in the region and on a consolidated basis during the second semester of our fiscal year, particularly in our fourth quarter. Additionally, the life cycles of major products, as well as the impact of future acquisitions and divestitures, may also materially impact our business, financial condition, or results of operations (see Note 15 of Notes to Consolidated Financial Statements for further information regarding our quarterly results). 27 Table of Contents 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 Tech Data’s Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2014, 2013 and 2012: 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”). We manage our cash conversion cycle on a daily basis throughout the year and our reported financial results reflect that cash conversion cycle at the balance sheet date. The following table presents the components of our cash conversion cycle, in days, as of January 31, 2014, 2013 and 2012: Net cash provided by operating activities was $379.1 million in fiscal 2014 compared to $123.7 million of cash provided by operating activities in fiscal 2013. The increase in cash resulting from operating activities in fiscal 2014 compared to the same period of the prior year can be primarily attributed to the timing of both cash receipts from our customers and payments to our vendors. Net cash provided by operating activities was $123.7 million in fiscal 2013 compared to $525.2 million of cash provided by operating activities in fiscal 2012. The decrease in cash resulting from operating activities in fiscal 2013 compared to the same period of the prior year can be primarily attributed to i) the timing of both cash receipts from our customers and payments to our vendors, and ii) an increase in inventory levels. Net cash used in investing activities of $24.0 million during fiscal 2014 is primarily the result of $28.9 million of expenditures for the continuing expansion and upgrading of our IT systems, office facilities and equipment for our logistics centers in both the Americas and Europe, partially offset by $6.4 million of cash provided by acquisitions, primarily due to the final settlement of the SDG purchase price. We expect to make total capital expenditures of approximately $42 million during fiscal 2015 for equipment and machinery in our logistics centers, office facilities and IT systems. Net cash used in investing activities of $348.6 million during fiscal 2013 is primarily the result of $310.3 million of cash used for acquisitions in Europe and $38.4 million of expenditures for the continuing expansion and upgrading of our IT systems, office facilities and equipment for our logistics centers in both the Americas and Europe. Net cash used in investing activities of $69.5 million during fiscal 2012 is primarily the result of $44.6 million of expenditures for the continuing expansion and upgrading of our IT systems, office facilities and equipment for our logistics centers in both the Americas and Europe and $24.9 million of cash used for acquisitions in Europe. 28 Years ended January 31, 2014 2013 2012 (In thousands) Net cash provided by (used in): Operating activities $ 379,148 $ 123,694 $ 525,241 Investing activities (24,011 ) (348,618 ) (69,457 ) Financing activities (127,311 ) 80,294 (670,841 ) Effect of exchange rate changes on cash and cash equivalents 1,711 (1,068 ) (21,279 ) Net increase (decrease) in cash and cash equivalents $ 229,537 $ (145,698 ) $ (236,336 ) As of January 31, 2014 2013 2012 Days of sales outstanding 37 39 37 Days of supply in inventory 29 29 27 Days of purchases outstanding (47) (47) (43) Cash conversion cycle (days) 19 21 21 Table of Contents Net cash used in financing activities of $127.3 million during fiscal 2014 is primarily the result of $122.7 million of net repayments on our revolving credit lines and $6.2 related to acquisition earn-out payments, partially offset by $1.1 million of proceeds received from the reissuance of treasury stock related to the vesting and exercise of equity-based incentive awards and purchases made through our Employee Stock Purchase Plan (“ESPP”). Net cash provided by financing activities of $80.3 million during fiscal 2013 is primarily the result of $345.8 million in net proceeds from the issuance of the Senior Notes in September 2012, $87.2 million of net borrowings on our revolving credit lines and $3.4 million of proceeds received from the reissuance of treasury stock related to the vesting and exercise of equity-based incentive awards and purchases made through our ESPP, partially offset by $185.1 million of cash used in the repurchase of shares of our common stock under our share repurchase programs and other share repurchases, $117.2 million of cash used for the acquisition of the noncontrolling interest in our European joint venture, $49.5 million for repayment of loans due to our former joint venture partner and $9.1 million for the return of capital to our former joint venture partner. Net cash used in financing activities of $670.8 million during fiscal 2012 is primarily the result of the $350.0 million repayment of our convertible senior debentures, $314.9 million of cash used in the repurchase of approximately 6.7 million shares of our common stock under our share repurchase programs and $41.2 million of net repayments on our revolving credit lines, partially offset by $35.1 million of proceeds received from the reissuance of treasury stock related to the vesting and exercise of equity-based incentive awards and purchases made through our ESPP. Capital Resources and Debt Compliance Our debt to total capital ratio was 16% at January 31, 2014. We believe a conservative approach to our capital structure will continue to support us in a global economic environment that remains uncertain. As part of our capital structure and to provide us with significant liquidity, we have a diverse range of financing facilities across our geographic regions with various financial institutions. Also providing us liquidity are our cash and cash equivalents balances across our regions which are deposited and/or invested with various financial institutions. We are exposed to risk of loss on funds deposited with these financial institutions, however, we monitor our financing and depository financial institution partners regularly for credit quality. We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities are sufficient to meet our working capital needs and cash requirements for at least the next 12 months. Changes in our credit rating or other market factors may increase our interest expense or other costs of capital or capital may no longer be available to us on acceptable terms to fund our working capital needs. The inability to obtain sufficient capital could have an adverse effect on our business. Our credit facilities contain various obligations, financial and other covenants that may limit our ability to borrow or limit our flexibility in responding to business conditions. The Company entered into certain waiver agreements with respect to these and other obligations within certain of the Company's credit facilities in connection with the restatement of certain of our consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013. Each of the waiver agreements relates primarily to representations that may have been incorrect when made, the Company’s potential failure to comply with specific covenants, including principally financial reporting covenants, as well as the potential defaults and events of default that may have arisen or could arise as a result of the foregoing. At January 31, 2014, we had approximately $570.1 million in cash and cash equivalents, of which $438.7 million was held in our foreign subsidiaries. As discussed above, the Company currently has sufficient resources, cash flows and liquidity within the United States to fund current and expected future working capital requirements. Historically, the Company has utilized and reinvested cash earned outside the United States to fund foreign operations and expansion, and plans to continue reinvesting such earnings and future earnings indefinitely outside of the United States. If the Company’s plans for the use of cash earned outside of the United States change in the future, cash and cash equivalents held by our foreign subsidiaries could not be repatriated to the United States without potential negative income tax consequences. The following is a discussion of our various financing facilities: Senior Notes In September 2012, the Company issued the Senior Notes in a public offering, resulting in cash proceeds of approximately $345.8 million, net of debt discount and debt issuance costs of approximately $1.3 million and $2.9 million, respectively. The debt issuance costs incurred in connection with the public offering are amortized over the life of the Senior Notes as additional interest expense using the effective interest method. We pay interest on the Senior Notes semi-annually in arrears on March 21 and September 21 of each year. We may, at our option, redeem the Senior Notes at any time in whole or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes being redeemed, discounted at a rate equal to the sum of the applicable Treasury Rate plus 50 basis points, plus accrued and unpaid interest up to the date of redemption. The Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness. 29 Table of Contents Other Credit Facilities We have a $500.0 million revolving credit facility with a syndicate of banks (the “Credit Agreement”), which, among other things, i) provides for a maturity date of September 27, 2016, ii) provides for an interest rate on borrowings, facility fees and letter of credit fees based on our non-credit enhanced senior unsecured debt rating as determined by Standard & Poor’s Rating Service and Moody’s Investor Service, and iii) may be increased to a maximum of $750.0 million, subject to certain conditions. The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including a maximum debt to capitalization ratio and minimum interest coverage. We pay interest on advances under the Credit Agreement at the applicable LIBOR rate plus a predetermined margin that is based on our debt rating. There were no amounts outstanding under the Credit Agreement at January 31, 2014. There was $42.9 million outstanding under the Credit Agreement at January 31, 2013 at an interest rate of 1.65%. 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 security or collateral for borrowings up to a maximum of $400.0 million. The Receivables Securitization Program was renewed in October 2012 for a period of two years and interest is to be paid on advances at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at January 31, 2014. There was $83.5 million outstanding under the Receivables Securitization Program at January 31, 2013, at an interest rate of 1.02%. In addition to the facilities described above, we have various other committed and uncommitted lines of credit and overdraft facilities totaling approximately $429.6 million at January 31, 2014 to support our operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $42.9 million outstanding on these facilities at January 31, 2014, at a weighted average interest rate of 6.15% , and there was $40.6 million outstanding at January 31, 2013, at a weighted average interest rate of 4.76% . In consideration of the financial covenants discussed below, our maximum borrowing availability on our credit facilities is approximately $891.0 million , of which $42.9 million was outstanding at January 31, 2014. 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 contained within these credit facilities include a debt to capitalization ratio and a minimum interest coverage ratio. At January 31, 2014, we were in compliance with all such financial covenants. At January 31, 2014, we had also issued standby letters of credit of $83.0 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces our borrowing availability under certain of the above-mentioned facilities. Accounts Receivable Purchase Agreements We have uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, we may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which we use as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that we continue to service, administer and collect the sold accounts receivable. At January 31, 2014 and 2013, the Company had a total of $263.7 million and $284.7 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the fiscal years ended January 31, 2014, 2013 and 2012, discount fees recorded under these facilities were $3.4 million , $2.6 million , and $1.1 million, respectively, which are included as a component of "other (income) expense, net" in the Company's Consolidated Statement of Income. Share Repurchase Programs During fiscal 2013, we repurchased 3,752,939 shares of our common stock at a cost of $185.1 million in connection with both of our $100.0 million share repurchase programs approved by the Board of Directors in May 2012 and November 2011. Both share repurchase programs were completed during fiscal 2013. In addition, 125,609 shares were acquired outside of the stock repurchase programs related to the exercise of an employee’s equity incentive grants. In conjunction with our share repurchase programs approved by the Board of Directors, 10b5-1 plans were executed that instruct the brokers selected by us to repurchase shares on our behalf. The amount of common stock repurchased in accordance with the 10b5-1 plans on any given trading day is determined by a formula in the plans, which is based on the market price of our common stock and average daily volumes. Shares repurchased by us are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. 30 Table of Contents Contractual Obligations As of January 31, 2014, future payments of debt and amounts due under future minimum lease payments, including minimum commitments under IT outsourcing agreements, are as follows (in thousands): Fair value renewal and escalation clauses exist for a substantial portion of the operating leases included above. Purchase orders for the purchase of inventory and other goods and services are not included in the table above. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders typically represent authorizations to purchase rather than binding agreements. For the purposes of this table, contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are based on our current demand expectations and are fulfilled by our vendors within short time horizons. We do not have significant non-cancelable agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements for the next three months. We also enter into contracts for outsourced services; however, the obligations under these contracts were not significant, other than the IT outsourcing agreement included above, and the contracts generally contain clauses allowing for cancellation without significant penalty. At January 31, 2014, we have $1.4 million recorded as a current liability for uncertain tax positions. We are not able to reasonably estimate the timing of long-term payments, or the amount by which our liability will increase or decrease over time; therefore, the long-term portion of our liability for uncertain tax position has not been included in the contractual obligations table above and is not material to our consolidated financial statements (see Note 8 of Notes to Consolidated Financial Statements). Off-Balance Sheet Arrangements Synthetic Lease Facility We have a synthetic lease facility with a group of financial institutions under which we lease certain logistics centers and office facilities from a third-party lessor. In June 2013, we replaced the previous synthetic lease facility with a new lease agreement that expires in June 2018 (the "Synthetic Lease"). Properties leased under the Synthetic Lease are located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana. The Synthetic Lease is accounted for as an operating lease and rental payments are calculated at the applicable LIBOR rate plus a margin based on our credit ratings. Upon not less than 30 days notice, we may, at our option, purchase one or any combination of the properties, at an amount equal to each of the property's cost, as long as the lease balance does not decrease below a defined amount. Upon not less than 270 days, nor more than 360 days, prior to the lease expiration, we may, at our option, i) purchase a minimum of two of the properties, at an amount equal to each of the property's cost, ii) exercise the option to renew the lease for a minimum of two of the properties or iii) exercise the option to remarket a minimum of two of the properties and cause a sale of the properties. If we elect to remarket the properties, we have guaranteed the lessor a percentage of the cost of each property, in the aggregate amount of approximately $133.8 million. Future minimum lease payments under the Synthetic Lease are approximately $2.7 million per year. 31 Operating leases Capital lease Debt (1) Total Fiscal year: 2015 $ 56,300 $ 719 $ 56,039 $ 113,058 2016 47,900 700 13,125 61,725 2017 31,800 664 13,125 45,589 2018 28,500 664 358,271 387,435 2019 22,700 664 0 23,364 Thereafter 46,800 3,773 0 50,573 Total payments 234,000 7,184 440,560 681,744 Less amounts representing interest 0 (1,522 ) (47,646 ) (49,168 ) Total principal payments $ 234,000 $ 5,662 $ 392,914 $ 632,576 (1) Amounts include interest on the Senior Notes calculated at the fixed rate of 3.75% per year and excludes estimated interest on the committed and uncommitted revolving credit facilities as these facilities are at variable rates of interest. Table of Contents The Synthetic Lease contains covenants that must be complied with, similar to the covenants described in certain of the credit facilities discussed in Note 7 of Notes to Consolidated Financial Statements. As of January 31, 2014, the Company was in compliance with all such covenants. Guarantees As is customary in the technology industry, to encourage certain customers to purchase product from us, we have arrangements with certain finance companies that provide inventory financing facilities for our customers. In conjunction with certain of these arrangements, we have agreements with the finance companies that would require us to repurchase certain inventory, which might be repossessed from the customers by the finance companies. Due to various reasons, including among other items, the lack of information regarding the amount of saleable inventory purchased from us still on hand with the customer at any point in time, our repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by us under these arrangements have been insignificant to date. We also provide additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for an indefinite period of time, where we would be required to perform if the customer is in default with the finance company related to purchases made from us. We review the underlying credit for these guarantees on at least an annual basis. As of January 31, 2014 and 2013, the outstanding amount of guarantees under these arrangements totaled $13.4 million and $31.3 million, respectively. We believe that, based on historical experience, the likelihood of a material loss pursuant to the above inventory repurchase obligations and guarantees is remote. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. As a large global organization, we face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have a material impact on our financial results in the future. In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in the value of foreign currencies. It is our policy to utilize financial instruments to reduce risks where internal netting cannot be effectively employed. Additionally, we do not enter into derivative instruments for speculative or trading purposes. With respect to our internal netting practices, we will consider 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 our net exposure to be hedged using traditional forward contracts. Under this strategy, we would expect to increase or decrease our selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting the underlying accounts payable. To the extent we incur a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreign currency, we would expect to see a corresponding increase (decrease) in gross profit 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. Our foreign currency exposure relates to our transactions in Europe, Canada and Latin America, where the currency collected from customers can be different from the currency used to purchase the product. During fiscal 2014 and 2013, the underlying exposures are denominated primarily in the following currencies: U.S. dollar, British pound, Canadian dollar, Chilean peso, Czech koruna, Danish krone, euro, Mexican peso, Norwegian krone, Peruvian new sol, Polish zloty, Romanian leu, Swedish krona and Swiss franc. Our foreign currency risk management objective is to protect our earnings and cash flows from the adverse impact of exchange rate changes through the use of foreign currency forward and swap contracts to primarily hedge loans, accounts receivable and accounts payable. We are also exposed to changes in interest rates primarily as a result of our short-term debt used to maintain liquidity and to finance working capital, capital expenditures and acquisitions. Interest rate risk is also present in the forward foreign currency contracts. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to minimize overall borrowing costs. To achieve our objective, we use a combination of fixed and variable rate debt. The nature and 32 Table of Contents amount of our long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. Approximately 89% and 68% of our outstanding debt had fixed interest rates at January 31, 2014 and 2013, respectively. We utilize various financing instruments, such as receivables securitization, leases, revolving credit facilities, and trade receivable purchase facilities, to finance working capital needs. To the extent that there are changes in interest rates, the fair value of the Company's fixed rate debt may fluctuate. In order to provide an assessment of the Company’s foreign currency exchange rate and interest rate risk, the Company performed a sensitivity analysis using a value-at-risk (“VaR”) model. The VaR model consisted of using a Monte Carlo simulation to generate 1,000 random market price paths. The VaR model determines the potential impact of the fluctuation in foreign exchange rates and interest rates assuming a one-day holding period, normal market conditions and a 95% confidence level. The VaR is the maximum expected loss in fair value for a given confidence interval to the Company’s foreign exchange portfolio due to adverse movements in the rates. The model is not intended to represent actual losses but is used as a risk estimation and management tool. Firm commitments, assets and liabilities denominated in foreign currencies were excluded from the model. The following table represents the estimated maximum potential one-day loss in fair value at a 95% confidence level, calculated using the VaR model at January 31, 2014 and 2013. We believe that the hypothetical loss in fair value of our foreign exchange derivatives would be offset by the gains in the value of the underlying transactions being hedged. Actual future gains and losses associated with the Company’s derivative positions may differ materially from the analyses performed as of January 31, 2014, due to the inherent limitations associated with predicting the changes in the timing and amount of interest rates, foreign currency exchanges rates, and the Company’s actual exposures and positions. 33 VaR as of January 31, 2014 2013 (In thousands) Foreign currency exchange rate sensitive financial instruments $ (2,251 ) $ (2,205 ) Interest rate sensitive financial instruments (707 ) (661 ) Combined portfolio $ (2,958 ) $ (2,866 ) Table of Contents Index to Financial Statements All schedules and exhibits not included are not applicable, not required or would contain information which is shown in the financial statements or notes thereto. 34 ITEM 8. Financial Statements and Supplementary Data. Page Financial Statements Report of Independent Registered Certified Public Accounting Firm 35 Consolidated Balance Sheet 36 Consolidated Statement of Income 37 Consolidated Statement of Comprehensive Income 38 Consolidated Statement of Shareholders’ Equity 39 Consolidated Statement of Cash Flows 40 Notes to Consolidated Financial Statements 41 Financial Statement Schedule Schedule II—Valuation and Qualifying Accounts 74 Table of Contents Report of Independent Registered Certified Public Accounting Firm The Board of Directors and Shareholders of Tech Data Corporation We have audited the accompanying consolidated balance sheets of Tech Data Corporation and subsidiaries as of January 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended January 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tech Data Corporation and subsidiaries at January 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Tech Data Corporation and subsidiaries’ internal control over financial reporting as of January 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated April 9, 2014 expressed an adverse opinion thereon. /s/ Ernst & Young LLP Tampa, Florida April 9, 2014 35 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 36 January 31, 2014 2013 ASSETS Current assets: Cash and cash equivalents $ 570,101 $ 340,564 Accounts receivable, less allowances of $58,754 and $58,284 3,215,729 3,215,920 Inventories 2,450,782 2,254,510 Prepaid expenses and other assets 232,423 334,431 Total current assets 6,469,035 6,145,425 Property and equipment, net 77,631 84,395 Other assets, net 623,000 601,140 Total assets $ 7,169,666 $ 6,830,960 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 3,959,410 $ 3,657,251 Accrued expenses and other liabilities 614,697 620,167 Revolving credit loans and current maturities of long-term debt, net 43,481 167,522 Total current liabilities 4,617,588 4,444,940 Long-term debt, less current maturities 354,121 354,458 Other long-term liabilities 99,346 113,193 Total liabilities 5,071,055 4,912,591 Commitments and contingencies (Note 13) Shareholders’ equity: Common stock, par value $.0015; 200,000,000 shares authorized; 59,239,085 shares issued at January 31, 2014 and 2013 89 89 Additional paid-in capital 675,597 680,715 Treasury stock, at cost (21,177,130 and 21,436,566 shares at January 31, 2014 and 2013) (894,936 ) (905,900 ) Retained earnings 1,993,290 1,813,358 Accumulated other comprehensive income 324,571 330,107 Total shareholders' equity 2,098,611 1,918,369 Total liabilities and shareholders' equity $ 7,169,666 $ 6,830,960 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 37 Year ended January 31, 2014 2013 2012 Net sales $ 26,821,904 $ 25,358,329 $ 25,647,313 Cost of products sold 25,459,558 24,055,275 24,269,872 Gross profit 1,362,346 1,303,054 1,377,441 Operating expenses: Selling, general and administrative expenses 1,116,553 1,009,872 1,044,601 Restatement-related expenses and LCD settlements, net (Note 1) 18,280 0 0 Value added tax assessment (Note 13) 0 29,462 0 Loss on disposal of subsidiaries (Note 6) 0 0 28,294 1,134,833 1,039,334 1,072,895 Operating income 227,513 263,720 304,546 Interest expense 26,606 30,126 31,377 Other (income) expense, net (3,402 ) 4,128 858 Income before income taxes 204,309 229,466 272,311 Provision for income taxes 24,377 46,426 71,109 Consolidated net income 179,932 183,040 201,202 Net income attributable to noncontrolling interest 0 (6,785 ) (10,452 ) Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 176,255 $ 190,750 Net income per share attributable to shareholders of Tech Data Corporation Basic $ 4.73 $ 4.53 $ 4.36 Diluted $ 4.71 $ 4.50 $ 4.30 Weighted average common shares outstanding: Basic 38,020 38,871 43,749 Diluted 38,228 39,180 44,327 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In thousands) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 38 Year ended January 31, 2014 2013 2012 Consolidated net income $ 179,932 $ 183,040 $ 201,202 Other comprehensive (loss) income: Foreign currency translation adjustment (5,536 ) 47,590 (76,819 ) Total comprehensive income 174,396 230,630 124,383 Comprehensive income attributable to noncontrolling interest 0 (4,881 ) (8,917 ) Comprehensive income attributable to shareholders of Tech Data Corporation $ 174,396 $ 225,749 $ 115,466 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (In thousands) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 39 Tech Data Corporation Shareholders Common Stock Additional paid-in capital Treasury stock Retained earnings Accumulated other comprehensive income Noncontrolling interest Total equity Shares Amount Balance—January 31, 2011 59,239 $ 89 $ 770,221 $ (466,635 ) $ 1,446,353 $ 358,423 $ 23,961 $ 2,132,412 Purchase of treasury stock, at cost 0 0 0 (314,886 ) 0 0 0 (314,886 ) Issuance of treasury stock for benefit plans and equity-based awards exercised, including related tax benefit of $2,718 0 0 (9,128 ) 41,907 0 0 0 32,779 Stock-based compensation expense 0 0 11,994 0 0 0 0 11,994 Total other comprehensive loss 0 0 0 0 0 (75,284 ) (1,535 ) (76,819 ) Declaration of return of capital to joint venture partner 0 0 0 0 0 0 (4,553 ) (4,553 ) Net income 0 0 0 0 190,750 0 10,452 201,202 Balance—January 31, 2012 59,239 89 773,087 (739,614 ) 1,637,103 283,139 28,325 1,982,129 Purchase of treasury stock, at cost 0 0 0 (185,114 ) 0 0 0 (185,114 ) Issuance of treasury stock for benefit plan and equity-based awards exercised, including related tax benefit of $5,814 0 0 (20,072 ) 18,828 0 0 0 (1,244 ) Stock-based compensation expense 0 0 13,616 0 0 0 0 13,616 Total other comprehensive income 0 0 0 0 0 49,494 (1,904 ) 47,590 Declaration of return of capital to joint venture partner 0 0 0 0 0 0 (4,428 ) (4,428 ) Purchase of noncontrolling interest 0 0 (85,916 ) 0 0 (2,526 ) (28,778 ) (117,220 ) Net income 0 0 0 0 176,255 0 6,785 183,040 Balance—January 31, 2013 59,239 89 680,715 (905,900 ) 1,813,358 330,107 0 1,918,369 Issuance of treasury stock for benefit plan and equity-based awards exerc ised, including related tax benefit of $1,038 0 0 (13,976 ) 10,964 0 0 0 (3,012 ) Stock-based compensation expense 0 0 8,858 0 0 0 0 8,858 Total other comprehensive loss 0 0 0 0 0 (5,536 ) 0 (5,536 ) Net income 0 0 0 0 179,932 0 0 179,932 Balance—January 31, 2014 59,239 $ 89 $ 675,597 $ (894,936 ) $ 1,993,290 $ 324,571 $ 0 $ 2,098,611 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) Year ended January 31, 2014 2013 2012 Cash flows from operating activities: Cash received from customers $ 28,253,552 $ 26,531,396 $ 27,034,281 Cash paid to vendors and employees (27,775,887 ) (26,306,835 ) (26,404,749 ) Interest paid (23,082 ) (11,422 ) (18,313 ) Income taxes paid (75,435 ) (89,445 ) (85,978 ) Net cash provided by operating activities 379,148 123,694 525,241 Cash flows from investing activities: Acquisition of businesses, net of cash acquired 6,377 (310,253 ) (24,898 ) Acquisition of trademark (1,519 ) 0 0 Expenditures for property and equipment (15,598 ) (14,871 ) (13,672 ) Software and software development costs (13,271 ) (23,494 ) (30,887 ) Net cash used in investing activities (24,011 ) (348,618 ) (69,457 ) Cash flows from financing activities: Proceeds from the reissuance of treasury stock 1,139 3,397 35,093 Cash paid for purchase of treasury stock 0 (185,114 ) (314,886 ) (Repayments) borrowings on long-term loans from joint venture partner 0 (49,549 ) 460 Acquisition of noncontrolling interest in joint venture 0 (117,220 ) 0 Return of capital to joint venture partner 0 (9,074 ) 0 Acquisition earn-out payment (6,183 ) 0 0 Proceeds from issuance of Senior Notes, net of expenses 0 345,810 0 Net (repayments) borrowings on revolving credit loans (122,656 ) 87,240 (41,195 ) Principal payments on long-term debt (538 ) (500 ) (352,316 ) Excess tax benefit from stock-based compensation 927 5,304 2,003 Net cash (used in) provided by financing activities (127,311 ) 80,294 (670,841 ) Effect of exchange rate changes on cash and cash equivalents 1,711 (1,068 ) (21,279 ) Net increase (decrease) in cash and cash equivalents 229,537 (145,698 ) (236,336 ) Cash and cash equivalents at beginning of year 340,564 486,262 722,598 Cash and cash equivalents at end of year $ 570,101 $ 340,564 $ 486,262 Reconciliation of net income to net cash provided by operating activities: Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 176,255 $ 190,750 Net income attributable to noncontrolling interest 0 6,785 10,452 Consolidated net income 179,932 183,040 201,202 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Loss on disposal of subsidiaries 0 0 28,294 Depreciation and amortization 72,979 58,353 57,332 Provision for losses on accounts receivable 11,725 9,653 10,813 Stock-based compensation expense 8,858 13,616 11,994 Accretion of debt discount on Senior Notes and convertible senior debentures 264 88 8,994 Deferred income taxes (53,484 ) (22,759 ) (33,952 ) Excess tax benefit from stock-based compensation (927 ) (5,304 ) (2,003 ) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (36,031 ) (103,538 ) (10,744 ) Inventories (209,383 ) (151,713 ) 457,190 Prepaid expenses and other assets 77,737 (102,139 ) (37,766 ) Accounts payable 321,254 218,618 (124,577 ) Accrued expenses and other liabilities 6,224 25,779 (41,536 ) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 40 Total adjustments 199,216 (59,346 ) 324,039 Net cash provided by operating activities $ 379,148 $ 123,694 $ 525,241 Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 wholesale distributors of technology products. The Company serves as an indispensable link in the technology supply chain by bringing products from the world’s leading technology vendors to market, as well as providing customers with advanced logistics capabilities and value-added services. Tech Data’s customers include value-added resellers, direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. The Company is managed in two geographic segments: the Americas (including North America and South America) and Europe. 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. Noncontrolling interest is recognized for the portion of a consolidated joint venture not owned by the Company. The noncontrolling interest of the consolidated joint venture was purchased by the Company during fiscal 2013 (as further discussed in Note 5 - Acquisitions). 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, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States (“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. Revenue Recognition Revenue is recognized once four criteria are met: (1) the Company must have persuasive evidence that an arrangement exists; (2) delivery must occur, which generally happens at the point of shipment (this includes the transfer of both title and risk of loss, provided that no significant obligations remain); (3) the price must be fixed or determinable; and (4) collectability must be reasonably assured. Shipping revenue is included in net sales while the related costs, including shipping and handling costs, are included in the cost of products sold. The Company allows its customers to return product for exchange or credit subject to certain limitations. A provision for such returns is recorded at the time of sale based upon historical experience. The Company also has certain fulfillment and extended warranty contracts with certain customers and suppliers whereby the Company assumes an agency relationship in the transaction. In such arrangements where the Company is not the primary obligor, revenues are recognized as the net fee associated with serving as an agent. 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. Service revenue associated with configuration, training, fulfillment and other services is recognized when the work is complete and the four criteria discussed above have been met. Service revenues have represented less than 10% of consolidated net sales for fiscal years 2014, 2013 and 2012. The Company generated approximately 21% , 21% and 25% of consolidated net sales in fiscal 2014, 2013 and 2012, respectively, from products purchased from Hewlett-Packard Company and 13% and 12% of consolidated net sales in fiscal 2014 and 2013, respectively, from products purchased from Apple, Inc. There were no other vendors and no customers that accounted for 10% or more of the Company’s consolidated net sales in fiscal 2014, 2013 or 2012. Cash and Cash Equivalents Short-term investments which are highly liquid and have an original maturity of 90 days or less are considered cash equivalents. The Company had book overdrafts included in current liabilities of $1.0 million and $6.0 million at January 31, 2014 and 2013, respectively, related to bank accounts where a right of offset does not exist. Investments The Company invests in 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 41 Table of Contents 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 (income) expense, net." Accounts Receivable The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In estimating the required allowance, the Company takes into consideration the overall quality and aging of the receivable portfolio, the large number of customers and their dispersion across wide geographic areas, the existence of credit insurance, specifically identified customer risks, historical write-off experience and the current economic environment. If actual customer performance were to deteriorate to an extent not expected by the Company, additional allowances may be required which could have an adverse effect on the Company’s financial results. Conversely, if actual customer performance were to improve to an extent not expected by us, a reduction in the allowance may be required which could have a favorable effect on the Company’s consolidated financial results. Accounts Receivable Purchase Agreements The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At January 31, 2014 and 2013, the Company had a total of $263.7 million and $284.7 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the fiscal years ended January 31, 2014, 2013 and 2012, discount fees recorded under these facilities were $3.4 million , $2.6 million , and $1.1 million , respectively, which are included as a component of "other (income) expense, net" in the Company's Consolidated Statement of Income. Inventories Inventories, consisting entirely of finished goods, are stated at the lower of cost or market, cost being determined on a moving average cost basis, which approximates the first-in, first-out (“FIFO”) method. Inventory is written down for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced product and assumptions about future demand. Market conditions or changes in terms and conditions by the Company’s vendors that are less favorable than those projected by management may require additional inventory write-downs, which could have an adverse effect on the Company’s consolidated financial results. Vendor Incentives The Company receives incentives from vendors related to cooperative advertising allowances, infrastructure funding, volume rebates and other incentive agreements. These incentives are generally under quarterly, semi-annual or annual agreements with the vendors; however, some of these incentives are negotiated on an ad-hoc basis to support specific programs mutually developed with the vendor. Unrestricted volume rebates and early payment discounts received from vendors are recorded when they are earned as a reduction of inventory and as a reduction of cost of products sold as the related inventory is sold. Vendor incentives for specifically identified cooperative advertising programs and infrastructure funding are recorded when earned as adjustments to product costs or selling, general and administrative expenses, depending on the nature of the program. Reserves for receivables on vendor programs are recorded for estimated losses resulting from vendors’ inability to pay or rejections of claims by vendors. Should amounts recorded as outstanding receivables from vendors be deemed uncollectible, additional allowances may be required which could have an adverse effect on the Company’s consolidated financial results. Conversely, if amounts recorded as outstanding receivables from vendors were to improve to an extent not expected by us, a reduction in the allowance may be required which could have a favorable effect on the Company’s consolidated financial results. 42 Table of Contents Property and Equipment Property and equipment are stated at cost and property and equipment under capital leases are stated at the present value of the future minimum lease payments determined at the inception of the lease. Depreciation expense includes depreciation of purchased property and equipment and assets recorded under capital leases. Depreciation expense is computed over the shorter of the estimated economic lives or lease periods using the straight-line method as follows: Expenditures for renewals and improvements that significantly add to productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. When assets are sold or retired, the cost of the asset and the related accumulated depreciation are eliminated and any gain or loss is recognized at such time. Long-Lived Assets Long-lived assets are reviewed for potential impairment at such time when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss is evaluated when the sum of the expected, undiscounted future net cash flows is less than the carrying amount of the asset. Any impairment loss is measured by comparing the fair value of the asset to its carrying value. Goodwill The Company performs an annual review for the potential impairment of the carrying value of goodwill, or more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. This testing includes the determination of each reporting unit’s fair value using market multiples and discounted cash flow modeling. The Company performs its annual review for goodwill impairment as of January 31st of each fiscal year. Intangible Assets Included within other assets at both January 31, 2014 and 2013 are certain intangible assets including capitalized software and development costs, as well as customer and vendor relationships, preferred supplier agreements, noncompete agreements and trademarks acquired in connection with various business acquisitions. Such capitalized costs and intangible assets are being amortized over a period of three to ten years. The Company’s capitalized software has been obtained or developed for internal use only. Development and acquisition costs are capitalized for computer software only when management authorizes and commits to funding a computer software project through the approval of a capital expenditure requisition, and the software project is either for the development of new software, to increase the life of existing software or to add significantly to the functionality of existing software. Once these requirements have been met, capitalization would begin at the point that conceptual formulation, evaluation, design, and testing of possible software project alternatives have been completed. Capitalization ceases when the software project is substantially complete and ready for its intended use. Costs of computer software developed or obtained for internal use that are capitalized include external direct costs of materials and services consumed in developing or obtaining internal-use computer software and payroll and payroll-related costs for the Company’s IT programmers performing software coding and testing activities (including development of data conversion programs) directly associated with the internal-use computer software project. Prepaid maintenance fees associated with a software application are accounted for separately from the related software and amortized over the life of the maintenance agreement. General, administrative, overhead, training, non-development data conversion processes, and maintenance costs, as well as the costs associated with the preliminary project and post-implementation stages are expensed as incurred. The Company’s accounting policy is to amortize capitalized software costs on a straight-line basis over periods ranging from three to ten years, depending upon the nature of the software, the stability of the hardware platform on which the software is installed, its fit in the Company’s overall strategy, and our experience with similar software. It is the Company’s policy to amortize personal computer-related software, such as spreadsheet and word processing applications, over three years, which reflects the rapid changes in personal computer software. Mainframe software licenses are amortized over five years, which is in line with the longer economic life of mainframe systems compared to personal computer systems. Finally, strategic applications such as customer relationship management 43 Years Buildings and improvements 15 - 39 Leasehold improvements 3 - 10 Furniture, fixtures and equipment 3 - 10 Table of Contents and enterprise-wide systems are amortized over seven to ten years based on their strategic fit and the Company’s historical experience with such applications. Product Warranty The Company’s vendors generally warrant the products distributed by the Company and allow the Company to return defective products, including those that have been returned to the Company by its customers. The Company typically does not independently warrant the products it distributes; however, in several countries where the Company operates, the Company is responsible for defective product as a matter of law. The time period required by law in certain countries exceeds the warranty period provided by the manufacturer. The Company is obligated to provide warranty protection for sales of certain IT products within the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-through protection. To date, the Company has not incurred any significant costs for defective products under these legal requirements. The Company does warrant services with regard to products integrated for its customers. A provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. To date, the Company has not incurred any significant service warranty costs. Fees charged for products configured by the Company represented less than 10% of net sales for fiscal years 2014, 2013 and 2012. Value Added Taxes The majority of our international operations are subject to a value added tax ("VAT"), which is typically applied to all goods and services purchased and sold. The Company's VAT liability represents VAT that has been recorded on sales to our customers and not yet remitted to the respective governmental authorities and the Company's VAT receivable represents VAT paid on purchases of goods and services that will be collected from future sales to our customers. At January 31, 2014 and 2013, the Company's VAT liability is approximately $233.9 million and $236.0 million , respectively, and is included in "accrued expenses and other liabilities" on the Company's Consolidated Balance Sheet. The Company's VAT liability at January 31, 2014 and 2013 excludes $56.4 million and $55.6 million , respectively, included in "accrued expenses and other liabilities" in the Company's Consolidated Balance Sheet for assessments, including penalties and interest, related to various VAT matters in one of the Company's subsidiaries in Spain as discussed further in Note 13 - Commitments and Contingencies. At January 31, 2014 and 2013, the Company's VAT receivable is approximately $100.0 million and $90.9 million , respectively, included in "prepaid expenses and other assets" on the Company's Consolidated Balance Sheet. Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the fiscal period that includes the enactment date. Deferred taxes have not been provided on the cumulative undistributed earnings of foreign subsidiaries or the cumulative translation adjustment related to those investments because such amounts are expected to be reinvested indefinitely. The Company’s future effective tax rates could be adversely affected by earnings being lower than anticipated in countries with lower statutory rates, changes in the relative mix of taxable income and taxable loss jurisdictions, changes in the valuation of deferred tax assets or liabilities or changes in tax laws or interpretations thereof. The Company considers all positive and negative evidence available in determining the potential realization of deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income and prudent and feasible tax planning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent taxable income due to the inherent lack of subjectivity associated with these factors. In addition, the Company is subject to the continuous examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. To the extent the Company were to prevail in matters for which accruals have been established or to be required to pay amounts in excess of such accruals, the Company’s effective tax rate in a given financial statement period could be materially affected. Concentration of Credit Risk The Company’s financial instruments which are subject to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and foreign currency exchange contracts. The Company’s cash and cash equivalents are deposited and/or invested with various financial institutions globally that are monitored on a regular basis by the Company for credit quality. The Company sells its products to a large base of value-added resellers, direct marketers, retailers and corporate resellers throughout North America, South America and Europe. The Company performs ongoing credit evaluations of its customers and generally does 44 Table of Contents not require collateral. The Company has obtained credit insurance, primarily in Europe, which insures a percentage of credit extended by the Company to certain of its customers against possible loss. The Company maintains provisions for estimated credit losses. No single customer accounted for more than 10% of the Company’s net sales during fiscal years 2014, 2013 or 2012. The Company also enters into foreign currency exchange contracts. In the event of a failure to honor one of these contracts by one of the banks with which the Company has contracted, the Company believes any loss would be limited in most circumstances to the exchange rate differential from the time the contract was executed until the time the contract was settled. The Company’s foreign currency exchange contracts are executed with various financial institutions globally that are monitored on a regular basis by the Company for credit quality. Foreign Currency Translation and Remeasurement The assets and liabilities of the Company's foreign subsidiaries for which the local currency is the functional currency are translated into U.S. dollars using the exchange rate in effect at each balance sheet date and income and expense accounts are translated using weighted average exchange rates for each period during the year. Translation gains and losses are reported as components of accumulated other comprehensive income, included within shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company's Consolidated Income Statement. Derivative Financial Instruments The Company faces exposure to changes in foreign currency exchange rates and interest rates. The Company reduces its exposure by creating offsetting positions through the use of derivative financial instruments, in the form of foreign currency forward contracts, in situations where there are not offsetting balances that create an economic hedge. Substantially all of these instruments have terms of 90 days or less. It is the Company’s policy to utilize financial instruments to reduce risk where appropriate and prohibit entering into derivative financial instruments for speculative or trading purposes. Derivative financial instruments are marked-to-market each period with gains and losses on these contracts recorded in the Company’s Consolidated Statement of Income within “cost of products sold” for derivative instruments used to manage the Company’s exposure to foreign denominated accounts receivable and accounts payable and within “other (income) expense, net” for derivative instruments used to manage the Company’s exposure to foreign denominated financing transactions. Such mark-to-market gains and losses are recorded in the period in which their value changes, with the offsetting entry for unsettled positions being recorded to either other current assets or other current liabilities. Comprehensive Income Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of “net income” and “other comprehensive income.” The Company’s accumulated other comprehensive income included in total equity is comprised exclusively of changes in the Company’s currency translation adjustment account (“CTA account”), including applicable income taxes. Total accumulated other comprehensive income includes $23.0 million of income taxes at January 31, 2014, 2013 and 2012, respectively. Stock-Based Compensation The Company records all equity-based incentive grants to employees and non-employee members of the Company’s Board of Directors in “selling, general and administrative expenses” in the Company’s Consolidated Statement of Income based on their fair values determined on the date of grant. Stock-based compensation expense, reduced for estimated forfeitures, is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards. The Company estimates forfeiture rates based on its historical experience. Treasury Stock Treasury stock is accounted for at cost. The reissuance of shares from treasury stock for exercises of equity-based awards or other corporate purposes is based on the weighted-average purchase price of the shares. Contingencies The Company accrues for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, the Company reassesses its position and makes appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal and other regulatory matters such as imports and exports, the imposition of international governmental controls, changes in the interpretation and enforcement of international laws (particularly related to items such as duty and taxation), and the impact of local 45 Table of Contents economic conditions and practices, which are all subject to change as events evolve and as additional information becomes available during the administrative and litigation process. Restatement-related expenses and LCD settlements, net Restatement-related expenses primarily include legal, accounting and third party consulting fees associated with (i) the restatement of certain of the Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to review the Company's accounting practices, (iii) supplemental procedures to assist in reviewing the Company's financial statements and accounting practices, and (iv) other related activities. During fiscal 2014, the Company incurred approximately $53.8 million of restatement-related expenses which are recorded in "restatement-related expenses and LCD settlements, net" in the Consolidated Statement of Income. Additionally, the Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel displays. During fiscal 2014, the Company reached settlement agreements with certain manufacturers in the amount of $35.5 million , net of attorney fees and expenses, which is recorded in "restatement-related expenses and LCD settlements, net" in the Consolidated Statement of Income. Recently Adopted Accounting Standards In July 2012, the FASB issued a new accounting standard which allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. The accounting standard states that an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that the indefinite-lived intangible asset is impaired. This standard was effective for the Company beginning February 1, 2013. As the Company currently has no material indefinite-lived intangible assets, other than goodwill, this standard had no impact on the Company's consolidated financial position, income, comprehensive income and cash flows. In February 2013, the FASB issued an accounting standard which requires an entity to provide additional information regarding the amounts reclassified out of accumulated other comprehensive income by component, the income statement line item to which the reclassification was made and if applicable, cross-referenced to related footnote disclosures. The accounting standard was effective for the Company beginning with the quarter ending April 30, 2013. As the requirements of this standard are disclosure only, there was no impact on the Company's consolidated financial position, income, comprehensive income or cash flows. Recently Issued Accounting Standards In March 2013, the FASB issued an accounting standard which clarifies the accounting for the derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. The guidance also requires the accounting for a business combination achieved in stages involving a foreign entity to be treated as a single event. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2014 and is to be applied prospectively to derecognition events occurring after the effective date. Early adoption is also permitted. If an entity elects to early adopt the accounting standard, it is to be adopted as of the beginning of the entity's fiscal year of adoption. The Company will apply the provisions of this accounting standard to all transactions described above prospectively from the date of adoption. In March 2013, the FASB also issued an accounting standard which requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date as the sum of: i) the amount the reporting entity agreed to pay on the basis of its arrangements among its co-obligors and ii) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2014 and is to be applied retrospectively for all periods presented. Early adoption is also permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial position, income, comprehensive income or cash flows. In July 2013, the FASB issued an accounting standard which requires presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2014 and is to be applied prospectively. The Company currently follows the guidance and this update will have no impact on its financial statement disclosures. Reclassifications Certain reclassifications have been made to the January 31, 2013 and 2012 financial statements to conform to the January 31, 2014 financial statement presentation. These reclassifications did not change previously reported total assets, total liabilities and shareholders' equity or consolidated net income. 46 Table of Contents NOTE 2 — EARNINGS PER SHARE (“EPS”) The Company reports a dual presentation of basic and diluted EPS. Basic EPS is computed by dividing net income attributable to shareholders of Tech Data by the weighted average number of shares outstanding during the reported period. Diluted EPS reflects the potential dilution related to equity-based incentives (further discussed in Note 9 - Employee Benefit Plans) using the treasury stock method. The composition of basic and diluted EPS is as follows: At January 31, 2014, 2013 and 2012, there were 6,236 , 9,456 and 16,382 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. NOTE 3 — PROPERTY AND EQUIPMENT, NET The Company's property and equipment consists of the following: Depreciation expense included in income from operations for the years ended January 31, 2014, 2013 and 2012 totaled $21.2 million , $20.5 million and $21.9 million , respectively. 47 Year ended January 31, 2014 2013 2012 (In thousands, except per share data) Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 176,255 $ 190,750 Weighted-average common shares - basic 38,020 38,871 43,749 Effect of dilutive securities: Equity-based awards 208 309 578 Weighted-average common shares - diluted 38,228 39,180 44,327 Net income per share attributable to shareholders of Tech Data Corporation Basic $ 4.73 $ 4.53 $ 4.36 Diluted $ 4.71 $ 4.50 $ 4.30 January 31, 2014 2013 (In thousands) Land $ 5,778 $ 5,804 Buildings and leasehold improvements 84,362 82,607 Furniture, fixtures and equipment 323,266 348,694 Property and equipment 413,406 437,105 Less: accumulated depreciation (335,775 ) (352,710 ) Property and equipment, net $ 77,631 $ 84,395 Table of Contents NOTE 4 — GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill balance of $230.5 million and $225.0 million at January 31, 2014 and 2013, respectively, is included within “other assets, net” in the Consolidated Balance Sheet. The changes in the carrying amount of goodwill, by geographic segment, for the fiscal year ended January 31, 2014, are as follows: In conjunction with the Company’s annual impairment testing, the Company’s goodwill was tested for impairment as of January 31, 2014. The impairment testing included a determination of the fair value of the Company’s reporting units, which are also the Company’s operating segments, using market multiples and discounted cash flows modeling. The results of the testing indicated that the fair value of the Company’s reporting units was greater than the carrying value. As a result, no goodwill impairment was recorded at January 31, 2014. Also included within “other assets, net” are intangible assets as follows: The Company capitalized intangible assets of $19.0 million , $156.4 million and $48.1 million for the years ended January 31, 2014, 2013 and 2012, respectively. For fiscal 2014, these capitalized assets related primarily to software and software development expenditures to be used in the Company's operations and vendor relationships related to the Company's business acquisition during fiscal 2014 (see also Note 5 – Acquisitions). For fiscal 2013, these capitalized assets resulted from customer and vendor relationships related to the Company’s business acquisition during fiscal 2013 and capitalized assets related to the software and software development expenditures in the Company's SAP implementation in the U.S. For fiscal 2012, these capitalized assets related primarily to software and software development expenditures to be used in the Company’s operations and customer and vendor relationships related to the Company’s acquisitions during fiscal 2012. There was no interest capitalized during any of the fiscal years ended January 31, 2014, 2013 and 2012. The weighted-average amortization period for all intangible assets capitalized during fiscal 2014, 2013, and 2012 approximated six years, eight years and six years, respectively. The weighted average amortization period of all intangible assets was approximately seven years for fiscal 2014 and 2013 and six years for fiscal 2012. 48 Americas Europe Total (In thousands) Balance as of February 1, 2013 $ 2,966 $ 222,079 $ 225,045 Goodwill acquired during the year 1,922 2,463 4,385 Foreign currency translation adjustment 0 1,042 1,042 Balance as of January 31, 2014 $ 4,888 $ 225,584 $ 230,472 January 31, 2014 January 31, 2013 Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value (In thousands) (In thousands) Capitalized software and development costs $ 328,456 $ 255,946 $ 72,510 $ 330,116 $ 248,013 $ 82,103 Customer and vendor relationships 209,685 74,461 135,224 206,415 52,608 153,807 Preferred supplier agreement 32,120 7,622 24,498 31,536 1,549 29,987 Other intangible assets 13,485 7,814 5,671 10,007 6,346 3,661 Total $ 583,746 $ 345,843 $ 237,903 $ 578,074 $ 308,516 $ 269,558 Table of Contents Amortization expense for the fiscal years ended January 31, 2014, 2013 and 2012, totaled $51.8 million , $37.8 million and $35.4 million , respectively. Estimated amortization expense of capitalized software and development costs placed in service at January 31, 2014, and acquired intangible assets (which includes customer and vendor relationships, preferred supplier agreement and other intangible assets) is as follows (in thousands): NOTE 5 — ACQUISITIONS Acquisition of Brightstar Europe Limited In September 2012, the Company acquired Brightstar Corp.’s ("Brightstar") fifty percent ownership interest in Brightstar Europe Limited (“BEL”), which was a consolidated joint venture between Tech Data and Brightstar. The terms of the agreement included a payment of $165.9 million in cash for Brightstar's equity in BEL (previously reflected as “noncontrolling interest” in the Consolidated Balance Sheet) and the repayment of all loans advanced by Brightstar to BEL. Upon the closing of the transaction, the Company recorded a decrease of approximately $85.9 million to additional paid-in capital within shareholders’ equity, comprised of a purchase price premium of approximately $85.0 million paid to Brightstar for its share of BEL and approximately $0.9 million of direct costs incurred with the transaction (based on the foreign currency exchange rates on the date of acquisition). The acquisition of Brightstar's fifty percent interest in BEL, the repayment of all loans advanced by Brightstar to BEL and transaction costs were funded with the Company’s available cash. Acquisition of SDG On November 1, 2012, the Company acquired several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC (“SCH”), a privately-held IT services company headquartered in the United Kingdom, for a purchase price, which was finalized during the first quarter of fiscal 2014, of approximately $358 million . The Company used the proceeds from the $350 million of Senior Notes issued in September 2012 and available cash to fund the acquisition. SDG is a leading distributor of value and broadline IT products in the UK, France and the Netherlands. Management believes the acquisition of SDG supports the Company’s diversification strategy by strengthening its European value and broadline IT offerings in key markets and expanding the Company’s vendor and customer portfolios, while leveraging the Company’s existing pan-European infrastructure. Simultaneously with the acquisition of SDG, the Company entered into a preferred supplier agreement (as subsequently amended) whereby SCH, through its IT reseller business, will have annual purchase commitments through Tech Data for a period of six years, which we estimate will add incremental sales of approximately $450 million to $475 million annually. 49 Fiscal year: Capitalized software and development costs Acquired intangible assets Total 2015 $ 19,800 $ 28,900 $ 48,700 2016 14,300 25,000 39,300 2017 10,700 24,000 34,700 2018 7,800 22,100 29,900 2019 5,200 15,900 21,100 Table of Contents The Company has accounted for the SDG acquisition as a business combination and allocated the purchase price to the estimated fair values of assets acquired and liabilities assumed (in thousands, translated using the foreign currency exchange rates on the date of acquisition): The allocation of identifiable intangible assets is comprised of approximately $103.1 million related to customer and vendor relationship assets with an estimated useful life of ten years and approximately $31.2 million related to the preferred supplier agreement to be amortized over the six year life of the agreement, as amended. The following table presents unaudited supplemental proforma information as if the SDG acquisition and the execution of the related preferred supplier agreement had both occurred at the beginning of fiscal 2012. The proforma results include business combination accounting effects from the acquisition including amortization of acquired intangible assets and interest expense associated with the issuance of our Senior Notes (as defined herein) due in September 2017 used to fund the acquisition. This proforma information does not reflect any impact from business synergies that may be achieved by the combined business, and is presented for comparative purposes only. It is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated on the date indicated or that may result in the future: Acquisition of TD Mobility On November 1, 2013, the Company acquired Brightstar’s fifty percent ownership interest in TD Mobility, a joint venture in the United States, for a cash purchase price of approximately $2.1 million . The purchase price has been allocated to the estimated fair values of assets acquired and liabilities assumed, including tangible assets of approximately $4.0 million identifiable intangible assets of approximately $4.2 million goodwill of approximately $1.9 million and liabilities of approximately $6.1 million . Identifiable intangible assets are primarily related to vendor relationships and other intangible assets with estimated useful lives of five to ten years. Proforma information for the acquisition of TD Mobility has not been presented as the acquisition was not material to the Company’s consolidated financial position or results of operations. NOTE 6 — LOSS ON DISPOSAL OF SUBSIDIARIES In the fourth quarter of fiscal 2012, as part of the Company’s ongoing initiatives to optimize its profitability and return on invested capital, the decision was made to close the Company’s in-country commercial operations in Brazil and Colombia by the end of fiscal 2012. During the fourth quarter of fiscal 2012, the Company recorded a loss on disposal of these subsidiaries of $28.3 million , which included a $9.9 million impairment on the Company’s investments in Brazil and Colombia due to a foreign currency exchange loss (previously recorded in shareholders’equity as accumulated other comprehensive income), $15.3 million related to the write-off of 50 Cash $ 65,000 Accounts receivable 260,800 Inventories 126,100 Tangible assets (includes property and equipment, deferred tax assets and other assets) 6,200 Goodwill 122,600 Identifiable intangible assets 134,300 Accounts payable (265,200 ) Liabilities (includes accrued expenses, deferred tax liability and other liabilities) (91,800 ) $ 358,000 Fiscal Year Ended January 31, 2013 (In thousands, unaudited) Net sales As reported $ 25,358,329 Proforma $ 27,099,438 Net income attributable to shareholders of Tech Data Corporation As reported $ 176,255 Proforma $ 188,265 Table of Contents certain VAT receivables and $3.1 million comprised primarily of severance costs, fixed asset write-offs and lease termination penalties. These costs are reflected in the Consolidated Statement of Income as “loss on disposal of subsidiaries,” which is a component of operating income. These costs do not include any estimated costs associated with the Brazilian subsidiary’s contingencies for certain tax-related exposures (see further discussion in Note 13 - Commitments and Contingencies). The operating losses of Brazil and Colombia for the fiscal year ended January 31, 2012 were not material to the Company’s consolidated operating results. NOTE 7 — DEBT The carrying value of the Company's outstanding debt consists of the following: Senior Notes In September 2012 , the Company issued $350.0 million aggregate principal amount of 3.75% Senior Notes in a public offering (the “Senior Notes”), resulting in cash proceeds of approximately $345.8 million , net of debt discount and debt issuance costs of approximately $1.3 million and $2.9 million , respectively. The debt issuance costs incurred in connection with the public offering are amortized over the life of the Senior Notes as additional interest expense using the effective interest method. The Company pays interest on the Senior Notes semi-annually in arrears on March 21 and September 21 of each year. The Company, at its option, may redeem the Senior Notes at any time in whole or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes being redeemed, discounted at a rate equal to the sum of the applicable Treasury Rate plus 50 basis points, plus accrued and unpaid interest up to the date of redemption. The Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. Other Credit Facilities The Company has a $500.0 million revolving credit facility with a syndicate of banks (the “Credit Agreement”), which among other things, i) provides for a maturity date of September 27, 2016, ii) provides for an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s non-credit enhanced senior unsecured debt rating as determined by Standard & Poor’s Rating Service and Moody’s Investor Service, and iii) may be increased to a maximum of $750.0 million , subject to certain conditions. The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including a maximum debt to capitalization ratio and a minimum interest coverage ratio. The Company pays interest on advances under the Credit Agreement at the applicable LIBOR rate plus a predetermined margin that is based on the Company’s debt rating. There were no amounts outstanding under the Credit Agreement at January 31, 2014. There was $42.9 million outstanding under the Credit Agreement at January 31, 2013, at an interest rate of 1.65% 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 security or collateral for borrowings up to a maximum of $400.0 million . Under this program, the Company legally isolates 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 $623.0 million and $690.6 million at January 31, 2014 and 2013, respectively. As collections reduce accounts receivable balances included in the security or collateral pool, the Company may transfer interests in new receivables to bring the amount 51 January 31, 2014 2013 (In thousands) Senior Notes, interest at 3.75% payable semi-annually, due September 21, 2017 $ 350,000 $ 350,000 Less—unamortized debt discount (974 ) (1,238 ) Senior Notes, net 349,026 348,762 Capital leases 5,662 6,243 Other committed and uncommitted revolving credit facilities, average interest rate of 6.15% and 2.09% at January 31, 2014 and January 31, 2013, respectively, expiring on various dates through fiscal 2017 42,914 166,975 397,602 521,980 Less—current maturities (included as “Revolving credit loans and current maturities of long-term debt, net”) (43,481 ) (167,522 ) Total long-term debt $ 354,121 $ 354,458 Table of Contents available to be borrowed up to the maximum. This program was renewed in October 2012 for a period of two years and 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 January 31, 2014. There was $83.5 million outstanding under the Receivables Securitization Program at January 31, 2013, at an interest rate of 1.02% . In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit and overdraft facilities totaling approximately $429.6 million at January 31, 2014 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $42.9 million outstanding on these facilities at January 31, 2014, at a weighted average interest rate of 6.15% , and there was $40.6 million outstanding at January 31, 2013, at a weighted average interest rate of 4.76% . In consideration of the financial covenants discussed below, the Company’s maximum borrowing availability on the credit facilities is approximately $891.0 million , of which $42.9 million was outstanding at January 31, 2014. 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 contained within these credit facilities include a debt to capitalization ratio and a minimum interest coverage ratio. At January 31, 2014, the Company was in compliance with all such financial covenants. The ability to draw funds under certain credit facilities is dependent upon maintaining sufficient collateral (in the case of the Receivables Securitization Program) and meeting the aforementioned financial covenants, which may limit the Company’s ability to draw the full amount of these facilities. At January 31, 2014, the Company had also issued standby letters of credit of $83.0 million . These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company’s borrowing availability under certain of the above-mentioned facilities. Future payments of debt and capital leases at January 31, 2014 and for succeeding fiscal years are as follows (in thousands): NOTE 8 — INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. The Company performs an evaluation of the realizability of the Company’s deferred tax assets on a quarterly basis. The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income, and prudent and feasible tax planning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent taxable income due to the inherent lack of subjectivity associated with these factors. The estimates and assumptions used by the Company in computing the income taxes reflected in the Company’s consolidated financial statements could differ from the actual results reflected in the income tax returns filed during the subsequent year. Adjustments are recorded based on filed returns when such returns are finalized or the related adjustments are identified. 52 Fiscal year: 2015 $ 43,633 2016 700 2017 664 2018 350,664 2019 664 Thereafter 3,773 Total payments 400,098 Less - amounts representing interest on capital leases (1,522 ) Total principal payments $ 398,576 Table of Contents Significant components of the provision for income taxes are as follows: The reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense is as follows: In fiscal 2014, 2013 and 2012, the Company recorded income tax benefits of $45.3 million , $25.1 million and $13.6 million , respectively, for the reversal of deferred tax valuation allowances primarily related to specific European jurisdictions which had been recorded in prior fiscal years. The income tax benefit recorded in fiscal 2012 was substantially offset by an income tax expense associated with the write-off of deferred and other income tax assets related to the closure of the Brazil in-country commercial operations. 53 Year ended January 31, 2014 2013 2012 (In thousands) Current: Federal $ 42,040 $ 25,230 $ 65,508 State 2,799 2,622 1,692 Foreign 33,022 41,333 37,861 Total current 77,861 69,185 105,061 Deferred: Federal (785 ) 11,329 (22,624 ) State (79 ) 1,103 (422 ) Foreign (52,620 ) (35,191 ) (10,906 ) Total deferred (53,484 ) (22,759 ) (33,952 ) $ 24,377 $ 46,426 $ 71,109 Year ended January 31, 2014 2013 2012 U.S. statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 0.8 1.2 0.4 Net changes in deferred tax valuation allowances (19.5 ) (9.0 ) (3.4 ) Tax on foreign earnings different than U.S. rate (11.7 ) (9.9 ) (9.9 ) Nondeductible penalties 0.0 0.5 0.0 Nondeductible interest 6.4 0.8 1.6 Reserve established for foreign income tax contingencies 0.3 0.5 0.1 Reversal of previously accrued income tax reserves 0.0 0.0 (0.4 ) Effect of company-owned life insurance (0.6 ) (0.4 ) 0.0 Disposal of subsidiaries 0.0 0.0 3.2 Other, net 1.2 1.4 (0.5 ) 11.9 % 20.1 % 26.1 % Table of Contents The components of pretax income are as follows: The significant components of the Company’s deferred tax liabilities and assets are as follows: The net change in the deferred tax valuation allowances in fiscal 2014 was $41.0 million primarily resulting from the $45.3 million reversal of deferred tax valuation allowances primarily related to certain European jurisdictions as discussed previously. The net change in the deferred tax valuation allowances in fiscal 2013 was a decrease of $16.0 million primarily resulting from the $25.1 million reversal of a deferred tax valuation allowance related to a specific European jurisdiction as discussed previously, and the net change in the deferred tax valuation allowances in fiscal 2012 was a decrease of $27.6 million . The valuation allowances at both January 31, 2014 and 2013 primarily relate to foreign net operating loss carryforwards. The Company’s foreign net operating loss carryforwards totaled $617.9 million and $606.8 million at January 31, 2014 and 2013, respectively. The majority of the net operating losses have an indefinite carryforward period with the remaining portion expiring in fiscal years 2015 through 2033. The Company considers all positive and negative evidence available in determining the potential of realizing deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recent and projected future taxable income, and prudent and feasible tax planning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent taxable income due to the inherent lack of subjectivity associated with these factors. To the extent that the Company generates consistent taxable income within those operations with valuation allowances, the Company may Year ended January 31, 2014 2013 2012 (In thousands) United States $ 124,134 $ 108,700 $ 131,662 Foreign 80,175 120,766 140,649 $ 204,309 $ 229,466 $ 272,311 January 31, 2014 2013 (In thousands) Deferred tax liabilities: Depreciation and amortization $ 70,800 $ 81,679 Capitalized marketing program costs 4,722 3,456 Goodwill 6,108 4,004 Deferred costs currently deductible 6,094 4,870 Other, net 7,491 5,074 Total deferred tax liabilities 95,215 99,083 Deferred tax assets: Accrued liabilities 50,665 50,039 Loss carryforwards 125,914 124,536 Amortizable goodwill 11,915 15,253 Depreciation and amortization 7,699 6,706 Disallowed interest expense 38,481 28,069 Other, net 10,149 12,908 244,823 237,511 Less: valuation allowances (101,340 ) (142,375 ) Total deferred tax assets 143,483 95,136 Net deferred tax asset (liability) $ 48,268 $ (3,947 ) reduce the valuation allowances, thereby reducing the income tax expense and increasing net income in the period the determination was made. In connection with the SDG acquisition during fiscal 2013, the Company recorded a $30.1 million long-term deferred tax liability and a $3.1 million short-term deferred tax asset (see also Note 5 - Acquisitions). 54 Table of Contents At January 31, 2014, there are $390.2 million of consolidated cumulative undistributed earnings of foreign subsidiaries. It is not currently practical to estimate the amount of unrecognized deferred U.S. income tax that might be payable if any earnings were to be distributed by individual foreign subsidiaries. A reconciliation of the beginning and ending balances of the total amount of gross unrecognized tax benefits, excluding accrued interest and penalties, for the years ended January 31, 2014, 2013 and 2012 is as follows (in thousands): At January 31, 2014, 2013 and 2012, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $5.4 million , $4.8 million and $2.5 million , respectively. Unrecognized tax benefits that have a reasonable possibility of significantly decreasing within the 12 months following January 31, 2014 totaled $1.4 million and were primarily related to the foreign taxation of certain transactions. Consistent with prior periods, the Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company’s accrued interest at January 31, 2014, would not have a material impact on the effective tax rate if reversed. The provision for income taxes for each of the fiscal years ended January 31, 2014, 2013 and 2012 includes interest expense on unrecognized income tax benefits for current and prior years which is not significant to the Company’s Consolidated Statement of Income. The change in the balance of accrued interest for fiscal 2014, 2013 and 2012, includes the current year end accrual, an interest benefit resulting from the expiration of statutes of limitation, and the translation adjustments on foreign currencies. The Company conducts business primarily in the Americas and Europe and, as a result, one or more of its subsidiaries files income tax returns in the U.S. federal, various state, local and foreign tax jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is no longer subject to examinations by the Internal Revenue Service for years before fiscal 2011. Income tax returns of various foreign jurisdictions for fiscal 2006 and forward are currently under taxing authority examination or remain subject to audit. NOTE 9 — EMPLOYEE BENEFIT PLANS Overview of Equity Incentive Plans At January 31, 2014, the Company had awards outstanding from three equity-based compensation plans, only one of which is currently active. The active plan was approved by the Company’s shareholders in June 2009 and includes 4.0 million shares available 55 Gross unrecognized tax benefits at January 31, 2011 $ 5,075 Increases in tax positions for prior years 1,590 Decreases in tax positions for prior years (208 ) Increases in tax positions for current year 56 Expiration of statutes of limitation (791 ) Settlements (1,990 ) Changes due to translation of foreign currencies (47 ) Gross unrecognized tax benefits at January 31, 2012 3,685 Increases in tax positions for prior years 2,890 Decreases in tax positions for prior years (127 ) Increases in tax positions for current year 171 Expiration of statutes of limitation (38 ) Settlements (1,106 ) Changes due to translation of foreign currencies 124 Gross unrecognized tax benefits at January 31, 2013 5,599 Increases in tax positions for prior years 1,956 Decreases in tax positions for prior years (420 ) Increases in tax positions for current year 93 Expiration of statutes of limitation (77 ) Settlements (1,295 ) Changes due to translation of foreign currencies 3 Gross unrecognized tax benefits at January 31, 2014 $ 5,859 Table of Contents for grant, of which approximately 3.0 million shares remain available for future grant at January 31, 2014. Under the active plan, the Company is authorized to award officers, employees, and non-employee members of the Board of Directors restricted stock, options to purchase common stock, maximum value stock-settled stock appreciation rights (“MV Stock-settled SARs”), maximum value options (“MVOs”), and performance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards are used by the Company to attract talent and as a retention mechanism for the award recipients and have a maximum term of ten years, unless a shorter period is specified by the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) or is required under local law. Awards under the plans are priced as determined by the Compensation Committee and under the terms of the Company’s active equity-based compensation plan 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 and four years from the date of grant. For the fiscal years ended January 31, 2014, 2013 and 2012, the Company recorded $8.9 million , $13.6 million and $12.0 million , respectively, of stock-based compensation expense, and related income tax benefits of $2.9 million , $4.4 million and $3.7 million , respectively. Cash received from equity-based incentives exercised during the fiscal years ended January 31, 2014, 2013 and 2012 was $1.1 million , $3.4 million and $35.1 million , respectively, and the actual benefit received from the tax deduction from the exercise of equity-based incentives was $5.5 million , $11.7 million and $7.6 million , respectively, for the fiscal years ended January 31, 2014, 2013 and 2012. Restricted Stock The Company’s restricted stock awards are primarily in the form of restricted stock units (“RSUs”) and typically vest in annual installments lasting between one and four years from the date of grant, unless a different vesting schedule is mandated by country law. All of the RSUs have a fair market value equal to the closing price of the Company’s common stock on the date of grant. Stock-based compensation expense includes $8.7 million , $12.6 million and $10.7 million for the vesting of RSUs during fiscal 2014, 2013 and 2012, respectively. A summary of the status of the Company’s RSU activity for the fiscal year ended January 31, 2014 is as follows: The total fair value of RSUs which vested during the fiscal years ended January 31, 2014, 2013 and 2012 is $12.9 million , $9.3 million and $7.9 million , respectively. The weighted-average estimated fair value of the 305,097 and 272,949 RSUs granted during the fiscal years ended January 31, 2013 and 2012 was $52.80 and $48.53 , respectively. As of January 31, 2014, the unrecognized stock-based compensation expense related to non-vested RSUs was $6.2 million , which the Company expects to be recognized over the next two years (over a remaining weighted average period of two years). MV Stock-settled SARs, MVOs and Stock Options MV Stock-settled SARs and MVOs are similar to traditional stock options, except these instruments contain a predetermined cap on the maximum earnings potential a recipient can expect to receive upon exercise. In addition, upon exercise, holders of an MV Stock-settled SAR will only receive shares with a value equal to the spread (the difference between the current market price per share of the Company’s common stock subject to the predetermined cap and the grant price). The grant price of the MV Stock-settled SARs and MVOs is determined using the last sale price of the Company’s common stock as quoted on the NASDAQ Stock Market, Inc. on the date of grant (or such higher price as may be required by applicable laws and regulations of specific foreign jurisdictions). MV Stock-settled SARs, MVOs and stock options vest annually between one and four years from the date of grant and have a contractual term of ten years. 56 Shares Weighted- average grant date fair value Outstanding at January 31, 2013 606,767 $ 49.18 Vested (277,139 ) 46.49 Canceled (45,424 ) 51.37 Outstanding at January 31, 2014 284,204 $ 51.45 Table of Contents A summary of the status of the Company’s MV Stock-settled SARs, MVOs and stock options activity for the fiscal year ended January 31, 2014 is as follows: Stock-based compensation expense includes $0.2 million , $1.0 million and $1.3 million for the vesting of MV Stock-settled SARs and MVOs during fiscal 2014, 2013 and 2012, respectively. The aggregate intrinsic value in the table above represents the difference between the closing price of the Company’s common stock on January 31, 2014 and the grant price for all “in-the-money” equity-based awards at January 31, 2014. The intrinsic value of the equity-based awards changes based on the fair market value of the Company’s common stock. The intrinsic value of the MV Stock-settled SARs, MVO and stock option awards exercised during the fiscal year ended January 31, 2014, 2013 and 2012 was $3.3 million , $21.0 million and $14.1 million , respectively. As of January 31, 2014, total unrecognized compensation cost related to MV Stock-settled SARs and MVOs was insignificant. The total fair value of MV Stock-settled SARs and MVOs which vested during the fiscal years ended January 31, 2014, 2013 and 2012 was $1.0 million , $1.2 million and $1.5 million , respectively. The weighted-average estimated fair value of the 6,236 and 12,882 MVOs granted during the fiscal years ended January 31, 2013 and 2012 was $10.77 and $10.78 , respectively, based on a two-step valuation utilizing both the Hull-White Lattice (binomial) and Black-Scholes option-pricing models. A summary of the status of the Company’s stock-based equity incentives outstanding, representing MV Stock-settled SARs, MVOs and stock options, at January 31, 2014, is as follows: 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 (see further discussion of the Company’s share repurchase program in Note 10 – Shareholders’ Equity below). Employee Stock Purchase Plan Under the 1995 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to 1,000,000 shares of common stock to eligible employees in the Company’s U.S. and Canadian subsidiaries. Under the terms of the ESPP, employees can choose to have a fixed dollar amount or percentage deducted from their bi-weekly compensation to purchase the Company’s common stock and/or elect to purchase shares once per calendar quarter. The purchase price of the stock is 85% of the market value on the purchase date and employees are limited to a maximum purchase of $25,000 in fair market value each calendar year. From the inception of the ESPP through January 31, 2014, the Company has issued 483,538 shares of common stock to the ESPP. All shares purchased under the ESPP must be held by the employees for a period of one year. Stock-based compensation expense related to the ESPP was insignificant during fiscal 2014, 2013 and 2012. 57 Shares Weighted- average exercise price Weighted- Average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at January 31, 2013 502,225 $ 33.33 Exercised (169,246 ) 23.70 Canceled (3,191 ) 29.38 Outstanding at January 31, 2014 329,788 38.31 1.1 $ 5,148 Vested and expected to vest at January 31, 2014 329,416 38.29 1.1 5,148 Exercisable at January 31, 2014 325,111 38.09 1.0 5,148 Outstanding Exercisable Range of exercise prices Number outstanding at 1/31/14 Weighted- average remaining contractual life (years) Weighted- average exercise price Number exercisable at 1/31/14 Weighted- average exercise price $21.13 – $21.13 33,355 4.8 $ 21.13 33,355 $ 21.13 24.69 – 31.63 13,963 0.4 27.90 13,963 27.90 37.04 – 37.04 29,000 2.2 37.04 29,000 37.04 37.06 – 40.69 32,347 1.8 38.15 32,347 38.15 41.08 – 41.08 200,410 0.2 41.08 200,410 41.08 41.55 – 45.72 11,257 0.9 44.89 11,257 44.89 48.79 – 54.03 9,456 5.4 52.25 4,779 50.50 329,788 1.1 38.31 325,111 38.09 Table of Contents Retirement Savings Plan The Company sponsors the Tech Data Corporation 401(k) Savings Plan (the “401(k) Savings Plan”) for its U.S. employees. At the Company’s discretion, participant deferrals are matched in cash, in an amount equal to 50% of the first 6% of participant deferrals and participants are fully vested following four years of qualified service. Aggregate contributions made by the Company to the 401(k) Savings Plan were $0.7 million for fiscal 2014 and $2.5 million for both fiscal 2013 and 2012. The Company suspended the employer match for the 401(k) Savings Plan during fiscal 2014. NOTE 10 — SHAREHOLDERS’ EQUITY During fiscal 2013, the Company completed both of the $100.0 million share repurchase programs approved by the Company’s Board of Directors in May 2012 and November 2011. In conjunction with the Company's share repurchase programs, 10b5-1 plans were executed that instruct the brokers selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plans 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 and average daily volumes. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares. The Company’s common share repurchase and issuance activity for fiscal 2014 and 2013 is summarized as follows: NOTE 11 — 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: The Company’s foreign currency forward contracts 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 with gains and losses on these contracts recorded in the Company’s Consolidated Statement of Income on a basis consistent with the classification of the change in the fair value of the underlying transactions giving rise to these foreign currency exchange gains and losses in the period in which their value changes, with the offsetting amount for unsettled positions being included in either other current assets or other current liabilities in the Consolidated Balance Sheet. See further discussion below in Note 12 – Derivative Instruments. The acquisition-related contingent consideration represents the future earnout payments related to the Company's acquisitions. The Company estimates the fair value of this Level 3 contingent consideration liability at each reporting date using a discounted cash flow analysis, which requires the evaluation of significant unobservable inputs that include projected revenues, expenses and cash flows, and assumed discount rates. Shares Weighted- average price per share Treasury stock balance at January 31, 2012 18,166,761 $ 40.71 Shares of common stock repurchased under share repurchase programs 3,878,548 49.33 Shares of treasury stock reissued (608,743 ) Treasury stock balance at January 31, 2013 21,436,566 42.26 Shares of treasury stock reissued (259,436 ) Treasury stock balance at January 31, 2014 21,177,130 42.26 January 31, 2014 January 31, 2013 Fair value measurement category Fair value measurement category Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Assets Foreign currency forward contracts $ 6,160 $ 19,835 Liabilities Foreign currency forward contracts $ 2,423 $ 19,628 Acquisition-related contingent consideration $ 10,571 $ 18,147 During fiscal 2014, adjustments to the fair value of acquisition-related contingent consideration of $0.8 million were recorded as a component of "selling, general and administrative expenses" and $0.5 million was recorded to "other (income) expense, net" in the Company's Consolidated Statement of Income. Approximately $8.7 million of the acquisition-related contingent consideration was paid during fiscal 2014 and the remaining balance is expected to be paid by the first quarter of fiscal 2016. 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 (income) expense, net." The related deferred compensation liability is also marked-to-market each period based upon the various investment return alternatives 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 at January 31, 2014 is $38.4 million and $33.8 million , respectively. The $350 million of Senior Notes discussed in Note 7 - Debt, are carried at cost, less unamortized debt discount. The estimated fair value of the Senior Notes was approximately $364.2 million at January 31, 2014, based upon quoted market information (level 1 criteria). The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amount of debt outstanding pursuant to revolving credit facilities and loans payable approximates fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria). NOTE 12 — DERIVATIVE INSTRUMENTS In the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company’s foreign currency risk management objective is to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forward contracts to hedge both intercompany and third party loans, accounts receivable and accounts payable. These derivatives are not designated as hedging instruments. The Company employs established policies and procedures to manage the exposure to fluctuations in the value of foreign currencies. It is the Company’s policy to utilize financial instruments to reduce risks where internal netting cannot be effectively employed. Additionally, the Company does not enter into derivative instruments for speculative or trading purposes. The Company’s foreign currency exposure relates primarily to international transactions in Europe, Canada and Latin America, 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: U.S. dollar, British pound, Canadian dollar, Chilean peso, Czech koruna, Danish krone, euro, Mexican peso, Norwegian krone, Peruvian new sol, Polish zloty, Romanian leu, Swedish krona and Swiss franc. 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 classifies foreign currency exchange gains and losses on its derivative instruments 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 classifies foreign currency exchange gains and losses on its derivative instruments used to manage its exposures to foreign currency denominated financing transactions as a component of “other (income) expense, net” which is consistent with the classification of the change in fair value upon remeasurement of the underlying hedged loans. The total amount recognized in earnings on the Company’s foreign currency forward contracts, which is included as a component of either “cost of products sold” or “other (income) expense, net”, was a net foreign currency exchange (gain) loss of $(17.2) million , $13.1 million and 58 Table of Contents $8.7 million , respectively, for the fiscal years ended January 31, 2014, 2013 and 2012. 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 notional amount of forward exchange contracts is the amount of foreign currency to be bought or sold at maturity. Notional amounts are indicative of the extent of the Company’s involvement in the various types and uses of derivative financial instruments and are not a measure of the Company’s exposure to credit or market risks through its use of derivatives. The estimated fair value of derivative financial instruments represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on quoted market prices. The Company’s average notional amounts of derivative financial instruments outstanding during the fiscal years ended January 31, 2014 and 2013 are $1.6 billion and $1.8 billion , respectively, with average maturities of 28 days and 27 days, respectively. As discussed above, under the Company’s hedging policies, gains and losses on the derivative financial instruments would be expected to be largely offset by the gains and losses on the underlying assets or liabilities being hedged. The Company’s foreign currency forward contracts are also discussed in Note 11 – Fair Value Measurements. NOTE 13 — COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases logistics centers, office facilities and certain equipment under non-cancelable operating leases, which expire at various dates through fiscal 2026. Fair value renewal and escalation clauses exist for a substantial portion of the operating leases. Rental expense for all operating leases, including minimum commitments under IT outsourcing agreements, totaled $55.5 million , $51.5 million and $56.5 million in fiscal years 2014, 2013 and 2012, respectively. Future minimum lease payments at January 31, 2014, under all such leases, including minimum commitments under IT outsourcing agreements, for succeeding fiscal years and thereafter are as follows (in thousands): Synthetic Lease Facility The Company has a synthetic lease facility with a group of financial institutions under which the Company leases certain logistics centers and office facilities from a third-party lessor. During June 2013, the Company replaced the previous Synthetic Lease Facility with a new lease agreement that expires in June 2018 (the "Synthetic Lease"). Properties leased under the Synthetic Lease are located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana. The Synthetic Lease is accounted for as an operating lease and rental payments are calculated at the applicable LIBOR rate plus a margin based on the Company's credit ratings. Upon not less than 30 days' notice, the Company, at its option, may purchase one or any combination of the properties, at an amount equal to each of the property's cost, as long as the lease balance does not decrease below a defined amount. Upon not less than 270 days, nor more than 360 days, prior to the lease expiration, the Company may, at its option, i) purchase a minimum of two of the properties, at an amount equal to each of the property's cost, ii) exercise the option to renew the lease for a minimum of two of the properties or iii) exercise the option to remarket a minimum of two of the properties and cause a sale of the properties. If the Company elects to remarket the properties, the Company has guaranteed the lessor a percentage of the cost of each property, in the aggregate amount of approximately $133.8 million . Future minimum lease payments under the Synthetic Lease are approximately $2.7 million per year. The Synthetic Lease contains covenants that must be complied with, similar to the covenants described in certain of the credit facilities discussed in Note 7 - Debt. As of January 31, 2014, the Company was in compliance with all such covenants. Contingencies Prior to fiscal 2004, one of the Company’s subsidiaries, located in Spain, was audited in relation to various VAT matters. As a result of those audits, the Spanish subsidiary received notices of assessment from the Regional Inspection Unit of Spain's taxing authority that allege the subsidiary did not properly collect and remit VAT. The Spanish subsidiary appealed these assessments to the Madrid Central Economic Administrative Courts beginning in March 2010. Following the administrative court proceedings the matter was appealed to the Spanish National Appellate Court. During the fourth quarter of fiscal year 2014, the Spanish National Appellate Court issued an opinion upholding the assessment for several of the assessed years. Although the Company believes that the Spanish subsidiary's defense to the assessments has solid Fiscal year: 2015 $ 56,300 2016 47,900 2017 31,800 2018 28,500 2019 22,700 Thereafter 46,800 Total payments $ 234,000 legal grounds and is continuing to vigorously defend its position by appealing to the Spanish Supreme Court, the risk that the assessments will be upheld has significantly increased. The Spanish National Appellate Court opinion represents a subsequent event that occurred prior to the issuance of the fiscal 2013 financial statements in relation to a loss contingency that existed as of January 31, 2013. The Company increased its accrual for costs associated with this matter by recording a charge of $41.0 million in the fiscal 2013 Consolidated Statement of Income, including $29.5 million recorded in "value added tax assessment" to cover the assessment and various penalties and $11.5 million recorded in "interest expense" for interest that could be assessed. The Company estimates the total exposure for these assessments (including previously recorded amounts), including various penalties and interest, is approximately $56.4 million , which is included in "accrued expenses and other liabilities" in the Consolidated Balance Sheet at January 31, 2014. 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 where the CIDE tax, including interest, may be considered due to be approximately $25.3 million at January 31, 2014. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, the 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. 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; however, it could be material to the Company’s operating results for any particular period, depending upon the level of income for such period. In addition to the discussion regarding the CIDE tax above, the Company’s Brazilian subsidiary has been undergoing several examinations of non-income related taxes. Given the complexity and lack of predictability of the Brazilian tax system, the Company believes that it is reasonably possible that a loss may have been incurred. However, due to the early stages of the examination, the complex nature of the Brazilian tax system and the absence of communication from the local tax authorities regarding these examinations, the Company is currently unable to determine the likelihood of these examinations resulting in assessments nor estimate the amount of loss, if any, that may be reasonably possible if such assessment were to be made. 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. Guarantees As is customary in the technology industry, to encourage certain customers to purchase products from Tech Data, 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. 59 Table of Contents The Company provides additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for an indefinite period of time, where the Company would be required to perform if the customer is in default with the finance company related to purchases made from the Company. The Company reviews the underlying credit for these guarantees on at least an annual basis. As of January 31, 2014 and 2013, the outstanding amount of guarantees under these arrangements totaled $13.4 million and $31.3 million , respectively. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to the above guarantees is remote. NOTE 14 — SEGMENT INFORMATION Tech Data operates predominately 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 geographic segments: the Americas (including North America and South America) and Europe. The Company assesses performance of and makes decisions on how to allocate resources to its operating segments based on multiple factors including current and projected operating income and market opportunities. The Company does not consider stock-based compensation expense in assessing the performance of its operating segments, and therefore the Company is reporting stock-based compensation expense as a separate amount. The accounting policies of the segments are the same as those described in Note 1 - Business and Summary of Significant Accounting Policies. 60 Table of Contents Financial information by geographic segment is as follows: Year ended January 31, 2014 2013 2012 (In thousands) Net sales to unaffiliated customers Americas (1) $ 10,188,618 $ 9,823,515 $ 10,405,428 Europe 16,633,286 15,534,814 15,241,885 Total $ 26,821,904 $ 25,358,329 $ 25,647,313 Operating income Americas (2) (3) $ 156,143 $ 150,055 $ 173,978 Europe (4) (5) 80,228 127,281 142,562 Stock-based compensation expense (8,858 ) (13,616 ) (11,994 ) Total $ 227,513 $ 263,720 $ 304,546 Depreciation and amortization Americas $ 16,763 $ 16,210 $ 16,338 Europe 56,216 42,143 40,994 Total $ 72,979 $ 58,353 $ 57,332 Capital expenditures Americas $ 9,530 $ 19,842 $ 29,240 Europe 19,339 18,523 15,319 Total $ 28,869 $ 38,365 $ 44,559 As of January 31, 2014 January 31, 2013 (In thousands) Identifiable assets: Americas $ 1,984,895 $ 2,004,295 Europe 5,184,771 4,826,665 Total $ 7,169,666 $ 6,830,960 Long-lived assets: Americas (1) $ 28,091 $ 30,492 Europe 49,540 53,903 Total $ 77,631 $ 84,395 Goodwill & acquisition-related intangible assets, net: Americas $ 8,936 $ 2,966 Europe 386,919 409,534 Total $ 395,855 $ 412,500 (1) Net sales to unaffiliated customers in the United States represented 86% , 85% and 83% , respectively, of the total Americas' net sales to unaffiliated customers for the fiscal years ended January 31, 2014, 2013 and 2012, respectively. Total long-lived assets excluding goodwill, intangible assets and investments in subsidiaries in the United States represented 90% of the Americas' total long-lived assets at both January 31, 2014 and 2013. (2) Operating income in the Americas for the fiscal year ended January 31, 2014 includes a gain associated with legal settlements of $35.5 million and restatement-related expenses of $13.2 million . See Note 1 - Business and Summary of Significant Accounting Policies. (3) During fiscal 2012, the Company incurred a $28.3 million loss on disposal of subsidiaries related to the closure of the operations in Brazil and Colombia (see further discussion in Note 6 - Loss on Disposal of Subsidiaries). (4) Operating income in Europe for the fiscal year ended January 31, 2014 includes $40.6 million of restatement-related expenses. (5) Operating income in Europe for the fiscal year ended January 31, 2013 includes a VAT assessment of $29.5 million in relation to an assessment and penalties for various VAT  61 matters in one of the Company’s subsidiaries in Spain (see further discussion in Note 13 - Commitments and Contingencies). Table of Contents NOTE 15 — INTERIM FINANCIAL INFORMATION (UNAUDITED) Interim financial information for fiscal years 2014 and 2013 is as follows: 62 Quarter ended April 30 (1) July 31 (1) October 31 (1) (2) January 31 (1)(2)(3) (In thousands, except per share amounts) Fiscal year 2014: Net sales $ 6,147,757 $ 6,327,476 $ 6,373,564 $ 7,973,107 Gross profit 322,414 315,840 326,076 398,016 Operating income 36,031 29,859 63,880 97,743 Consolidated net income 17,760 14,695 37,716 109,761 Net income attributable to shareholders of Tech Data Corporation $ 17,760 $ 14,695 $ 37,716 $ 109,761 Net income per share attributable to shareholders of Tech Data Corporation: Basic $ 0.47 $ 0.39 $ 0.99 $ 2.88 Diluted $ 0.47 $ 0.38 $ 0.99 $ 2.87 Quarter ended April 30 July 31 October 31 January 31 (4) (5) (In thousands, except per share amounts) Fiscal year 2013: Net sales $ 5,910,063 $ 5,968,419 $ 6,037,475 $ 7,442,372 Gross profit 323,408 302,593 306,079 370,974 Operating income 82,458 60,311 63,595 57,356 Consolidated net income 56,012 38,527 44,060 44,441 Net income attributable to shareholders of Tech Data Corporation $ 54,178 $ 34,699 $ 42,937 $ 44,441 Net income per share attributable to shareholders of Tech Data Corporation: Basic $ 1.32 $ 0.89 $ 1.14 $ 1.18 Diluted $ 1.30 $ 0.89 $ 1.13 $ 1.17 (1) During the first, second, third and fourth quarters of fiscal 2014, the Company recorded $3.0 million , $11.0 million , $15.0 million and $24.8 million of restatement-related expenses, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies). (2) During the third and fourth quarters of fiscal 2014, the Company recorded gains of $22.9 million and $12.6 million , respectively, associated with legal settlements (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies). (3) During the fourth quarter of fiscal 2014, the Company recorded a $45.3 million reversal of deferred tax valuation allowances primarily related to certain jurisdictions in Europe (see further discussion in Note 8 - Income Taxes). (4) During the fourth quarter of fiscal 2013, the Company recorded a $41.0 million increase in an accrual for various VAT matters in one of the Company’s subsidiaries in Spain (see further discussion in Note 13 - Commitments and Contingencies). (5) During the fourth quarter of fiscal 2013, the Company recorded an income tax benefit of $25.1 million for the reversal of deferred tax valuation allowances related to a specific jurisdiction in Europe (see further discussion in Note 8 - Income Taxes). Table of Contents None. 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 periods. Tech Data’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 January 31, 2014. Based on this evaluation and considering the material weaknesses in internal control over financial reporting described below in "Management's Report on Internal Control Over Financial Reporting," the Company’s CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of such date. The Company engaged significant internal and external resources to perform supplemental procedures to assist in reviewing its financial statements and accounting practices in light of the material weaknesses described below. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States ("US GAAP"). Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the CEO and CFO and is effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with US GAAP. Internal control over financial reporting includes those policies and procedures that: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, with the participation of our CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (1992 Framework). Based on our assessment and due to the material weaknesses discussed below, we have concluded that, as of January 31, 2014, the Company’s internal control over financial reporting was not effective based on those criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. 63 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ITEM 9A. Controls and Procedures. • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that the receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the board of directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Table of Contents The following material weaknesses identified during the course of procedures performed in connection with the restatement of our financial statements filed on February 5, 2014 with our Annual Report on Form 10-K for the fiscal year ended January 31, 2013 remain outstanding at January 31, 2014: Inadequate control environment in a United Kingdom (“UK”) subsidiary and two other European subsidiaries We did not maintain an effective control environment in our primary operating subsidiary in the UK and two other European subsidiaries, which collectively comprise approximately 13% of our worldwide consolidated revenue during the year ended January 31, 2014. This inadequate control environment could prevent the timely detection of a circumvention of internal controls by local personnel within these subsidiaries, including internal controls over manual journal entries and balance sheet account reconciliations. In addition, as of January 31, 2014 the Company was in the process of integrating its UK-based SDG operations ("SDG UK"), which were acquired in November 2012, into its primary U.K. operating subsidiary, and therefore SDG UK is likewise considered to have an ineffective control environment. This integration was completed during the first quarter of fiscal 2015. Inadequate controls over manual journal entries in Europe and in two subsidiaries in Latin America We did not maintain effective procedures in Europe for ensuring review, approval, documentation and record retention related to manual journal entries. We also had a similar weakness in two subsidiaries in Latin America representing approximately 1% of our consolidated net sales in fiscal 2014. As a result of this control deficiency, improper manual journal entries may not be detected on a timely basis. Inadequate account reconciliation procedures in Europe over certain aspects of vendor accounting We did not maintain effective account reconciliation procedures in Europe over certain aspects of vendor accounting. As a result of this control deficiency, we may not be able to detect certain errors on a timely basis, particularly those related to the improper timing of recognition in the income statement of certain vendor incentives, product discounts/price variances, promotions and other vendor credits. Inadequate anti-fraud program controls and monitoring We did not maintain effective controls to prevent or detect the potential circumvention or override of controls in certain European subsidiaries. Specifically, the monitoring controls, including internal audit and review of the effectiveness of key balance sheet reconciliations, were not sufficient to prevent or detect the potential circumvention of internal control over financial reporting. In addition, there was a lack of awareness or willingness of some staff in the three European subsidiaries referred to above to contact the Company’s independent hotline or to take other actions that could help identify potential errors on a timely basis. The effectiveness of internal control over financial reporting as of January 31, 2014, has been audited by Ernst & Young LLP, the independent registered certified public accounting firm, who also audited the Company's consolidated financial statements, as stated in their report included herein. Remedial actions The Company is evaluating or implementing various remedial actions to address the material weaknesses described above. These actions include the following: 64 • Certain personnel are no longer employed by the Company. • The Audit Committee, Board and executives have increased communication to all employees regarding the ethical values of the Company, requirement to comply with laws, the Code of Conduct and the Company's accounting policies. • The Company has engaged external experts to perform the internal audit function and to assist with the implementation of specific fraud detection procedures. • The accounting organization is adding resources to address standardization, training and competencies related to the use of accounting systems and to enhance all accounting personnel's understanding of accounting policy. • The Company has implemented changes to its compensation programs to better motivate accurate financial reporting and compliance. • The Company is implementing changes in various processes, including: tools to document, support and review manual journal entries; new financial statement review and audit programs; and centralization of various control and finance processes. Table of Contents 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 last quarter of fiscal 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 65 • The Company is in the process of evaluating potential enhancements to the accounting and enterprise computer systems to improve systematic controls and account reconciliation processes. • The Company evaluated its organizational structure, and has changed roles and responsibilities to enhance controls and compliance. • The Company has appointed a Chief Ethics and Compliance Officer and is evaluating additional enhancements to its compliance structure and organization. Table of Contents Report of Independent Registered Certified Public Accounting Firm The Board of Directors and Shareholders of Tech Data Corporation We have audited Tech Data Corporation and subsidiaries’ internal control over financial reporting as of January 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Tech Data Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified certain material weaknesses in controls relating to an inadequate control environment in a United Kingdom subsidiary and two other European subsidiaries, inadequate controls over manual journal entries in Europe and in two subsidiaries in Latin America, inadequate account reconciliation procedures in Europe over certain aspects of vendor accounting and inadequate anti-fraud program controls and monitoring. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Tech Data Corporation and subsidiaries as of January 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2014. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2014 consolidated financial statements, and this report does not affect our report dated April 9, 2014, which expressed an unqualified opinion on those financial statements. In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Tech Data Corporation and subsidiaries has not maintained effective internal control over financial reporting as of January 31, 2014, based on the COSO criteria. /s/ Ernst & Young LLP Tampa, Florida April 9, 2014 66 Table of Contents None. PART III ITEM 10. Directors, Executive Officers and Corporate Governance. The information required by Item 10 relating to executive officers of the Company is included under the caption “Executive Officers” of Item 1 of this Form 10-K. The information required by Item 10 relating to Directors and corporate governance disclosures of the Company is incorporated herein by reference to the Company’s definitive proxy statement for the 2014 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement for the 2014 Annual Meeting of Shareholders will be filed with the SEC within 120 days of the Company's fiscal year ended January 31, 2014. Audit Committee The Company has a separately designated, standing Audit Committee. The members of the Audit Committee are Charles E. Adair (Chair), Harry J. Harczak, Jr., Patrick G. Sayer and Savio W. Tung. The Board of Directors of Tech Data has determined that Charles E. Adair and Harry J. Harczak, Jr. are “audit committee financial experts” as defined by Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934. All members of the Audit Committee are independent as defined by applicable law and the listing requirements of NASDAQ. Code of Ethics The Company has adopted a code of business conduct and ethics for directors, officers (including the principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Code of Conduct, which is available on the Corporate Governance section of the Investor Relations area of our website at www.techdata.com/investor . Tech Data intends to provide information required by Item 5.05 of Form 8-K by disclosing any amendment to, or waiver from, a provision of the Code of Ethics that applies to Tech Data’s principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions on the Company’s website at the web address noted in this section. The information required by this item is incorporated herein by reference to the Company's Proxy Statement. 67 ITEM 9B. Other Information ITEM 11. Executive Compensation. Table of Contents Equity Compensation Plan Information The number of shares issuable upon exercise of outstanding share-based equity incentives granted to employees and non-employee directors, as well as the number of shares remaining available for future issuance, under our equity compensation and equity purchase plans as of January 31, 2014 are summarized in the following table: The information required by Item 12 relating to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is incorporated herein by reference to the Company's Proxy Statement. The information required by this item is incorporated herein by reference to the Company’s Proxy Statement. However, the information included in such Proxy Statement included under the caption entitled “Report of the Audit Committee” shall not be deemed incorporated by reference in this Form 10-K and shall not otherwise be deemed filed under the Securities Act of 1933, as amended, or under the Exchange Act. Information regarding principal accountant fees and services is set forth under the caption “Independent Registered Certified Public Accounting Firm Fees” in the Company’s Proxy Statement and incorporated by reference herein. 68 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Plan category Number of shares to be issued upon exercise of outstanding equity-based incentives (1) Weighted average exercise price per share of outstanding equity-based incentives (2) Number of shares remaining available for future issuance under equity compensation plans (3) Equity compensation plans approved by shareholders for: Employee equity compensation 598,992 $ 20.27 3,043,947 Employee stock purchase 0 0 516,462 Non-employee directors’ equity compensation 15,000 32.69 0 Total 613,992 20.58 3,560,409 (1) The equity-based incentives outstanding include 11,467 maximum value stock-settled stock appreciation rights (“MV Stock-settled SARs”) at an average exercise price of $38.39. Assuming the maximum cap of $20 per share is reached, the maximum number of shares that would be issued from the exercise of MV Stock-settled SARs would be approximately 4,000 shares. The total of equity-based incentives outstanding also includes 22,859 shares outstanding for non-employee directors. (2) The calculation of the weighted average exercise price includes restricted stock awards that do not have an exercise price. Excluding the restricted stock awards, the weighted average exercise price of outstanding options and MV Stock-settled SARs would be $38.31 per share for equity compensation plans approved by security holders. (3) All employee and non-employee director share-based equity incentive awards are issued under the shareholder-approved 2009 Equity Incentive Plan of Tech Data Corporation. ITEM 13. Certain Relationships and Related Transactions, and Director Independence. ITEM 14. Principal Accountant Fees and Services. Table of Contents PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) See index to financial statements and schedules included in Item 8. (b) The exhibit numbers on the following list correspond to the numbers in the exhibit table required pursuant to Item 601 of Regulation S-K. Exhibit Number 2-A (26) Agreement Relating to the Acquisition of the IT Distribution Business of the SCC Group dated as of September 4, 2012 3-N (19) Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 23, 2009 with the Secretary of the State of Florida 3(ii) (18) Bylaws of Tech Data Corporation as adopted by the Board of Directors on March 24, 2009 and approved by the Shareholders on June 10, 2009 4 - A (27) Indenture, dated as of September 21, 2012, between Tech Data Corporation and U.S. Bank National Association, as trustee 4 - B (27) Form of 3.750% Note due 2017 10-NN (4) Non-Employee Directors’ 1995 Non-Statutory Stock Option Plan 10-OO (4) 1995 Employee Stock Purchase Plan 10-AAa (5) Transfer and Administration Agreement dated May 19, 2000 10-AAi (6) 2000 Non-Qualified Stock Option Plan of Tech Data Corporation 10-AAt (7) Trust Agreement Between Tech Data Corporation and Fidelity Management Trust Company, Tech Data Corporation 401(k) Savings Plan Trust, effective August 1, 2003 10-AAaa (3) 2005 Deferred Compensation Plan 10-AAbb (2) Amendment Number 8 to Transfer and Administration Agreement dated as of May 19, 2000 (composite through amendment 8, dated as of December 13, 2004) 10-AAac (28) Amendment Number 9 to Transfer and Administration Agreement dated as of March 7, 2005 10-AAcc (8) Executive Severance Plan, effective March 31, 2005 10-AAdd (8) First Amendment to the Tech Data Corporation 2005 Deferred Compensation Plan, effective January 1, 2005 10-AAii (9) Amendment No. 10 to Transfer and Administration Agreement dated as of September 10. 2005 10-AAjj (10) Uncommitted Account Receivable Purchase Agreement dated as of January 23, 2006  69 Table of Contents 10-AAnn (11) Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation 10-AAoo (11) First Amendment to the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation 10-AApp (12) Employment Agreement Between Tech Data Corporation and Robert M. Dutkowsky, dated October 2, 2006 10-AAtt (13) Amendment Number 11 to Transfer and Administration Agreement dated as of March 20, 2007 10-AAuu (13) Indenture for New 2.75% Convertible Senior Debentures due 2026 between Tech Data and U.S. Bank National Association 10-AAvv (14) Equity Incentive Bonus Plan 10-AAyy (15) Amendment Number 12 to Transfer and Administration Agreement dated as of December 18, 2007 10-BBa (16) Third Amended and Restated Lease Agreement dated June 27, 2008 10-BBb (16) Third Amended and Restated Credit Agreement dated June 27, 2008 10-BBc (16) Third Amended and Restated Participation Agreement dated June 27, 2008 10-BBd (17) Amendment No. 13 to Transfer and Administration Agreement dated as of October 22, 2008 10-BBe (19) 2009 Equity Incentive Plan of Tech Data Corporation 10-BBf (20) Amendment Number 14 to Transfer and Administration Agreement dated as of October 16, 2009 10-BBh (21) Amendment Number 15 to Transfer and Administration Agreement dated as of October 15, 2010 10-BBj (22) Amendment No. 16 to Transfer and Administration Agreement dated as of August 31, 2011 10-BBk (22) Credit Agreement dated as of September 27, 2011 10-BBl (23) Amendment No. 17 to Transfer and Administration Agreement dated as of December 13, 2011 10-BBm (23) Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) and Amendments 1 through 5 10-BBn (24) Executive Bonus Plan, approved by Shareholders at 2012 Annual Meeting 10-BBo (25) Amendment No. 18 to Transfer and Administration Agreement as of October 31, 2012 10-BBp (25) Consent for Third Amended and Restated Participation Agreement 10-BBq (29) Amendments 1 through 5 of Trust Agreement Between Fidelity Management Trust Company and Tech Data Corporation 10-BBr (29) Amendment to the Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) dated December 11, 2012  70 Table of Contents 10-BBs (30) Waiver Agreement to the Third Amended and Restated Participation Agreement, Third Amended and Restated Lease Agreement and Third Amended and Restated Credit Agreement, dated as of April 30, 2013 10-BBt (30) Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of April 29, 2013 10-BBu (30) Waiver Agreement to the Credit Agreement, dated as of April 30, 2013 10-BBv (31) Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013 10-BBw (31) Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013 10-BBx (31) Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013 10-BBy (31) First Amendment to the Waiver Agreement to the Credit Agreement, dated as of July 29, 2013 10-BBz (31) Waiver Agreement to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of July 29, 2013 10-BBaa (31) First Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of July 29, 2013 10-BBab (31) Amendment Number 19 to Transfer and Administration Agreement dated as of August 12, 2013 10-BBac (32) Second Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of October 16, 2013 10-BBad (32) Second Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 19 thereto, dated as of October 16, 2013 10-BBae (32) Second Amendment to the Waiver Agreement to the Credit Agreement dated as of October 16, 2013 10-BBaf (1) Third Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of January 27, 2014 10-BBag (1) Third Amendment to the Waiver Agreement to the Credit Agreement, dated as of January 27, 2014 10-BBah (1) Third Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 19 thereto, dated as of January 27, 2014 10-BBai (1) Employment Agreement between Tech Data Corporation and Néstor Cano, dated as of January 17, 2014 10-BBaj (1) Amendment to the 2009 Equity Incentive Plan of Tech Data Corporation 21-A (1) Subsidiaries of Registrant 23-A (1) Consent of Ernst & Young LLP  71 24 (1) Power of Attorney (included on signature page) 31-A (1) Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Table of Contents ___________________ 72 31-B (1) Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32-A (1) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32-B (1) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 (33) Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of January 31, 2014 and 2013; (ii) Consolidated Statement of Income for the fiscal years ended January 31, 2014, 2013 and 2012; (iii) Consolidated Statement of Comprehensive Income for the fiscal years ended January 31, 2014, 2013 and 2012; (iv) Consolidated Statement of Shareholders’ Equity for the fiscal years ended January 31, 2014, 2013 and 2012; (v) Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2014, 2013 and 2012; (vi) Notes to Consolidated Financial Statements, detail tagged and (vii) Financial Statement Schedule II, detail tagged. (1) Filed herewith. (2) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 31, 2004, File No. 0-14625. (3) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 8, 2004, File No. 0-14625. (4) Incorporated by reference to the Exhibits included in the Company’s Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625. (5) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2000, File No. 0-14625. (6) Incorporated by reference to the Exhibits included in the Company’s Registration Statement on Form S-8, File No. 333-59198. (7) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2003, File No. 0-14625. (8) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2005, File No. 0-14625. (9) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2005, File No. 0-14625. (10) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2006, File No. 0-14625. (11) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2006, File No. 0-14625. (12) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2006, File No. 0-14625. (13) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2007, File No. 0-14625. (14) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2007, File No. 0-14625. (15) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2008, File No. 0-14625. (16) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2008, File No. 0-14625. (17) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2008, File No. 0-14625 . (18) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated June 10, 2009, File No. 0-14625. (19) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2009, File No. 0-14625. (20) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2009, File No. 0-14625. (21) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2010, File No. 0-14625. (22) Incorporated by reference to the Exhibits included in the Company’s SC-TO I dated September 27, 2011, File No. 005-37498. Table of Contents 73 (23) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2012, File No. 0-14625 (24) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2012, File No. 0-14625. (25) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2012, File No. 0-14625. (26) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 4, 2012, File No. 0-14625. (27) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 21, 2012, File No. 0-14625. (28) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated March 7, 2005, File No. 0-14625. (29) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2013, File No. 0-14625. (30) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2013, File No. 0-14625. (31) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2013, File No. 0-14625. (32) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2013, File 0-14625. (33) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statements or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. Table of Contents SCHEDULE II TECH DATA CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (In thousands) 74 Activity Allowance for doubtful accounts receivable and sales returns Balance at beginning of period Charged to cost and expenses Deductions Other (1) Balance at end of period January 31, 2014 $ 58,284 $ 11,725 $ (25,187 ) $ 13,932 $ 58,754 2013 56,753 9,653 (24,425 ) 16,303 58,284 2012 60,584 10,813 (30,772 ) 16,128 56,753 (1) “Other” primarily includes recoveries, acquisitions and dispositions and the effect of fluctuations in foreign currencies. Table of Contents Pursuant to the requirements of Section 13 or 15(d) 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 on April 9, 2014. 75 TECH DATA CORPORATION By /s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky Chief Executive Officer Table of Contents POWER OF ATTORNEY Each person whose signature to this Annual Report on Form 10-K appears below hereby appoints Jeffery P. Howells and David R. Vetter, or either of them, as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below and to file all amendments and post-effective amendments to this Annual Report on Form 10-K, and any and all instruments or documents filed as a part of or in connection with this Annual Report on Form 10-K or the amendments thereto, and the attorney-in-fact, or either of them, may make such changes and additions to this Annual Report on Form 10-K as the attorney-in-fact, or either of them, may deem necessary or appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ R OBERT M. D UTKOWSKY Chief Executive Officer, Director April 9, 2014 Robert M. Dutkowsky (principal executive officer) /s/ J EFFERY P. H OWELLS Executive Vice President and Chief April 9, 2014 Jeffery P. Howells Financial Officer, Director (principal financial officer) /s/ J OSEPH B. T REPANI Senior Vice President and Corporate Controller April 9, 2014 Joseph B. Trepani (principal accounting officer) /s/ S TEVEN A. R AYMUND Chairman of the Board of Directors April 9, 2014 Steven A. Raymund /s/ C HARLES E. A DAIR Director April 9, 2014 Charles E. Adair /s/ H ARRY J. H ARCZAK , J R . Director April 9, 2014 Harry J. Harczak, Jr. /s/ K ATHLEEN M ISUNAS Director April 9, 2014 Kathleen Misunas /s/ T HOMAS I. M ORGAN Director April 9, 2014 Thomas I. Morgan /s/ P ATRICK G. S AYER Director April 9, 2014 Patrick G. Sayer /s/ S AVIO W. T UNG Director April 9, 2014 Savio W. Tung /s/ D AVID M. U PTON Director April 9, 2014 David M. Upton 76  Exhibit 10-BBaf THIRD WAIVER AGREEMENT AND AMENDMENT THIS THIRD WAIVER AGREEMENT AND AMENDMENT dated as of January 27, 2014 (this “ Agreement ”) is entered into among Tech Data Corporation, a Florida corporation (the “ Lessee ”), SunTrust Bank, a Georgia banking corporation (the “ Lessor ”), the Lenders party hereto, the Alternative Lessees party hereto, the Guarantors party hereto and SunTrust Equity Funding, LLC, as agent (the “ Agent ”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Participation Agreement (as defined below). RECITALS WHEREAS, the Lessee, the Lessor, the Lenders and the Agent entered into that certain Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013 (as further amended or modified from time to time, the “Participation Agreement ”), which has been acknowledged and agreed to by the Alternative Lessees; WHEREAS, the Lessor and the Lessee entered into that certain Fourth Amended and Restated Lease Agreement, dated as of June 27, 2013 (as further amended or modified from time to time, the “ Lease Agreement ”), which has been acknowledged and agreed to by the Alternative Lessees; WHEREAS, the Lessee, the Subsidiaries of the Lessee party thereto, the Agent and the Lessor entered into that certain Third Amended and Restated Guaranty Agreement (Lessee Obligations), dated as of June 27, 2013 (as further amended or modified from time to time, the “ Guaranty Agreement ”); WHEREAS, the Lessor, the several lenders from time to time parties thereto and the Agent entered into that certain Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013 (as further amended or modified from time to time, the “ Lease Credit Agreement ”); WHEREAS, the Lessee has informed the Agent, the Lessor and the Lenders that, as a result of the Specified Matters and/or the Annual Meeting Matter, certain defaults may have occurred or may occur under certain of the Lessee’s agreements or instruments relating to Indebtedness or Guarantees (collectively, the “ Prior Potential Cross Events of Default ”); WHEREAS, the Prior Potential Cross Events of Default, if not waived by the Majority Financing Parties and the Agent, may have resulted in or will result in Lease Events of Default pursuant to Section 17.1(h) of the Lease Agreement, and therefore the Lessee has requested that the Financing Parties and the Agent agree to waive, and the Financing Parties signatories hereto (which include at least the Majority Financing Parties) and the Agent have agreed to waive, any Lease Event of Default under Section 17.1(h) of the Lease Agreement that may have occurred due to or resulting from the Prior Potential Cross Events of Default to the extent set forth in this Agreement;  WHEREAS, the Lessee has also informed the Agent, the Lessor and the Lenders of the Annual Meeting Matter and that the Lessee’s delivery of certain restated financial statements may be further delayed and has requested that the Majority Financing Parties and the Agent waive the Annual Meeting Matter and agree to an extension for such delivery; and WHEREAS, the Financing Parties signatories hereto (which include at least the Majority Financing Parties) and the Agent have agreed to waive the Annual Meeting Matter and extend the time for the delivery of the Lessee’s restated financial statements, in each case to the extent set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Waiver of Certain Cross Defaults . Effective as of the Waiver Effective Date (as defined below), the Financing Parties that are signatories hereto hereby agree, and the Agent hereby consents and agrees, to waive any Lease Event of Default that may occur pursuant to Section 17.1(h) of the Lease or any Event of Default that may occur pursuant to Section 6(f) of the Guaranty Agreement as a result of violations of any agreement or instrument governing Indebtedness or a Guarantee of the Lessee due to (i) the Specified Matters, (ii) the failure to file with the Securities and Exchange Commission or to transmit to holders thereunder the Lessee’s financial statements for the fiscal year ended January 31, 2013 or for the fiscal quarters ended April 30, 2013, July 31, 2013 or October 31, 2013 as and when required by the terms thereof or (iii) the Annual Meeting Matter (A) in the case of any agreement or instrument governing Indebtedness of the Lessee (other than Material Debt Agreements (as defined below)), until the earlier of (x) February 28, 2014 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in the case of Material Debt Agreements, until the earlier of (x) February 15, 2014 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness. The above waivers are limited solely to the specific waivers identified above and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Agent or any Financing Party may have under the Participation Agreement, Lease Agreement or any other Operative Agreement or under applicable law. The following agreements shall constitute the “ Material Debt Agreements ”: (i) the Tech Data Credit Agreement, (ii) the Transfer and Administration Agreement, dated as of May 19, 2000, among the Lessee, as collection agent, Tech Data Finance SPV, Inc., as transferor, Liberty Street Funding Corp., Chariot Funding LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Bank of America, National Association, as has been further amended (the “ Transfer and Administration Agreement ”), (iii) ISDA 2002 Master Agreement and the related Schedule thereto, each dated as of August 30, 2010 among Bank of America, N.A., the Lessee and the affiliates of the Lessee listed in Exhibit A to the Schedule thereto, (iv) the ISDA Master Agreement and related Schedule thereto, each dated as of April 30, 2003 between Citibank, N.A. and Tech Data Global 2  Finance L.P. and (v) the ISDA 2002 Master Agreement and related Schedule thereto, each dated as of December 14, 2011 among JPMorgan Chase Bank, N.A. and Tech Data Europe GMBH and the affiliates listed in Exhibit A to the Schedule thereto. 2. Lease Credit Agreement Waiver . The Agent and the Lenders hereby confirm that no Lease Event of Default or Event of Default pursuant to the Guaranty that has been waived in Section 1 of this Agreement shall constitute an Event of Default under Section 5(f) of the Lease Credit Agreement or under any other provision of any other Operative Agreement. 3. No Liquidated Damages . The Agent, the Lessor and each Lender acknowledge and agree that none of them has any right to recover final liquidated damages as provided in Section 17.5 of the Lease Agreement with respect to any Lease Event of Default that has been waived hereunder, solely to the extent of such waiver. 4. Amendment to Participation Agreement . The Participation Agreement is hereby amended as follows: (a) In Section 5.1(a) of the Participation Agreement, clause (iv) is hereby amended and restated in its entirety to read as follows: “(iv) is in compliance with all Laws (other than with respect to the Specified Matters and the Annual Meeting Matter);” (b) In Section 5.1(e) of the Participation Agreement, clause (ii) is hereby amended and restated in its entirety to read as follows: “(ii) The Lessee’s earnings release dated March 4, 2013 fairly presents the financial condition of the Lessee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, except to the extent affected by the Specified Matters and the effect of recognizing up to $42,000,000 of additional tax contingencies.” (c) In Section 7.3A(a) of the Participation Agreement, the fourth sentence is hereby amended and restated in its entirety to read as follows: “The Financing Parties and the Agent hereby consent to a waiver of compliance, which waiver shall be identical in scope to the waiver agreement dated as of April 30, 2013, as amended by the first amendment to waiver agreement dated as of July 29, 2013, as further amended by the second amendment to waiver agreement dated as of October 16, 2013 and as further amended by the third amendment to waiver agreement dated as of January 27, 2014, entered into among the Lessee, the lenders party thereto, the guarantors party thereto and Bank of America, N.A., regarding Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) and 7.13 of the Incorporated Covenants as they relate to (i) the Specified Matters, which waiver of compliance shall only remain effective through February 28, 2014, or (ii) the Annual Meeting Matter, which waiver of compliance shall be rescinded and shall no longer be effective if Tech Data fails to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in 3  connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Tech Data from NASDAQ or actually results in the delisting of Tech Data from NASDAQ.” (d) In Section 7.3A(b) of the Participation Agreement, the second parenthetical is hereby amended and restated in its entirety to read as follows: “(except to the extent waived in Section 7.3A(a) immediately above regarding Sections 7.01(a), 7.01(b), 7.02(a) and 7.02(b) of the Incorporated Covenants as it relates to the provision of the financial statements and related compliance certificates for (i) the fiscal quarter and year ended January 31, 2013 and (ii) the fiscal quarters ended April 30, 2013, July 31, 2013 and October 31, 2013, each as they relate to the Specified Matters, which waiver of compliance shall remain effective only through February 28, 2014)” (e) Appendix A to the Participation Agreement is hereby amended by adding the following definitions thereto in appropriate alphabetical order: “ Annual Meeting Matter ” shall mean the possible inability of Tech Data to hold an annual meeting for the fiscal year ended January 31, 2013 due to the delay in the preparation of its financial statements for the fiscal year ended January 31, 2013 as required by the NASDAQ listing requirements and Florida law. “ NASDAQ ” shall mean the NASDAQ Stock Market. 5. Amendment to Lease Agreement . The Lease Agreement is hereby amended as follows: (a) The last proviso in Section 17.1 of the Lease Agreement is hereby restated as follows: “provided , however , if an event shall occur (i) prior to February 28, 2014 due to the Specified Matters or (ii) due to the Annual Meeting Matter (however, the waiver with respect to this clause (ii) shall be rescinded and shall no longer be effective if Tech Data fails to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Tech Data from NASDAQ or actually results in the delisting of Tech Data from NASDAQ) that would otherwise result in a Lease Event of Default under Sections 17.1(d) , 17.1(e) only to the extent Section 17.1(e) includes the Incorporated Covenants set forth in Article VII of the Tech Data Credit Agreement), 17.1(f) or 17.1(g) then such events shall not be deemed to be a Lease Event of Default. For the avoidance of doubt, this proviso shall also apply without limitation in each of the other Operative Agreements into which the Lease Events of Default are incorporated as Events of Default.” (b) In Section 20.1(d) of the Lease Agreement, (i) the reference to “January 31, 2014” is hereby replaced with a reference to “February 28, 2014” and the following clause shall be added immediately after the amount “$100,000,000” where it appears in the ninth line of such Section: “or (iii) failure of Lessee to obtain 4  an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Lessee from NASDAQ or actually results in the delisting of Lessee from NASDAQ,”. 6. Condition Precedent . This Agreement shall be effective upon receipt by the Agent of counterparts of this Agreement duly executed by the Lessee, the Alternative Lessees, the Guarantors, the Majority Financing Parties and the Agent (the date of such receipt, the “ Waiver Effective Date ”). 7. Miscellaneous . (a) The Participation Agreement, the Lease Agreement, the Guaranty Agreement and the obligations of the Lessee thereunder and under the other Operative Agreements, as amended as expressly set forth in this Agreement, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. (b) Each Alternative Lessee (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Operative Agreements to which it is a party. (c) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Guaranty Agreement or the other Operative Agreements to which it is a party. (d) After giving effect to this Agreement, the Lessee represents and warrants to the Agent and the Financing Parties that, except with respect to any Lease Event of Default that may occur pursuant to Section 17.1(h) of the Lease waived pursuant to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default (as defined in the Participation Agreement). (e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by email shall be effective as an original and shall constitute a representation that an executed original shall be delivered. 5  (f) The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof. (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. (h) The Lessee shall pay, or reimburse the Agent for, any and all out-of-pocket costs and expenses incurred by the Agent in connection with this Agreement, including, without limitation, reasonable and documented attorneys’ fees, within thirty (30) days of receipt by the Lessee of an invoice for any such costs and expenses. [remainder of page intentionally left blank] 6  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. LESSEE & GUARANTOR: TECH DATA CORPORATION, a Florida corporation By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President and Treasurer ALTERNATIVE LESSEE & GUARANTOR: TECH DATA PRODUCT MANAGEMENT, INC., a Florida corporation By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President and Treasurer ALTERNATIVE LESSEE: TD FACILITIES, LTD., a Texas Partnership By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President and Treasurer GUARANTOR: TECH DATA FINANCE PARTNER, INC., a Florida corporation By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President and Treasurer S-1  S-2  SUNTRUST BANK, as Lessor By: /s/ SHAWN WILSON Name: Shawn Wilson Title: Director S-3  SUNTRUST EQUITY FUNDING, LLC, as Agent By: /s/ JUSTIN WILDE Name: Justin Wilde Title: Manager S-4  THE BANK OF NOVA SCOTIA, as a Lender By: /s/ EUGENE DEMPSEY Name: Eugene Dempsey Title: Director, Corporate Banking S-5  FIFTH THIRD BANK, an Ohio banking corporation, as a Lender By: /s/ JOHN A. MARIAN Name: John A. Marian Title: Vice President S-6  U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ RICHARD J. AMENY JR. Name: Richard J. Ameny Jr. Title: Vice President S-7  MERCANTIL COMMERCEBANK, N.A., as a Lender By: Name: Title: S-8  BTMU CAPITAL LEASING & FINANCE, INC., as a Lender By: /s/ GREGORY REGISTER Name: Gregory Register Title: Managing Director S-9  Exhibit 10-BBag THIRD AMENDMENT TO WAIVER AGREEMENT THIS THIRD AMENDMENT TO WAIVER AGREEMENT dated as of January 27, 2014 (the “ Agreement ”) is entered into among Tech Data Corporation, a Florida corporation (the “ Borrower ”), the Lenders party hereto, the Guarantors party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). RECITALS WHEREAS, the Borrower, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer entered into that certain Credit Agreement dated as of September 27, 2011 (as amended or modified from time to time, the “ Credit Agreement ”); WHEREAS, the Borrower, the Required Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Waiver Agreement dated as of April 30, 2013, as amended by that certain First Amendment (the “ First Amendment ”) to Waiver Agreement dated as of July 29, 2013 and that certain Second Amendment (the “ Second Amendment ”) to Waiver Agreement dated as of October 16, 2013 (as amended, the “ Waiver Agreement ”); and WHEREAS, the Borrower has requested, and the Required Lenders have agreed, to certain amendments to the Waiver Agreement, as more specifically set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment . The Waiver Agreement is hereby amended as follows: (a) The following recital is hereby added to the Waiver Agreement after the fifth recital: “WHEREAS, the Borrower has further informed the Administrative Agent and the Lenders that it may be unable to hold an annual meeting for the fiscal year ended January 31, 2013 (the “ 2013 Annual Meeting ”) due to the delay in preparation of its 2013 Financial Statements (the “ Annual Meeting Matter ”), as required by the NASDAQ Stock Market (“ NASDAQ ”) listing requirements and Florida law;” (b) Section 1(a) of the Waiver Agreement is hereby amended and restated in its entirety to read as follows: “(a) waive (i) compliance with Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) and 7.08 of the Credit Agreement, as applicable, with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements and the 2013 Annual Meeting and (ii) any Events of Default that would otherwise arise under Section 9.01(b) of the Credit Agreement with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements or the 2013 Annual Meeting as a result of any non-compliance with Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) and 7.08 , each resulting from the Specified Matters or the Annual Meeting Matter, as applicable; provided that it is understood and agreed that (x) failure of the Borrower to deliver the 2013 Financial Statements 1 CHAR2\1561654v5  and the Affected Quarterly Financial Statements on or before February 28, 2014 in accordance with the terms of Sections 7.01(a) or 7.01(b) , as applicable, of the Credit Agreement and the related certificate of its independent certified public accountants and Compliance Certificate in accordance with the terms of Sections 7.02(a) and 7.02(b) of the Credit Agreement and (y) failure of the Borrower to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of the Borrower from NASDAQ or actually results in the delisting of the Borrower from NASDAQ, shall, in each case, constitute an immediate Event of Default, except as may be further amended upon mutual agreement between the Borrower and the Required Lenders;” (c) Section 1(b) of the Waiver Agreement, which, for the avoidance of doubt, was further amended by the First Amendment and the Second Amendment, is hereby amended and restated in its entirety to read as follows: “(b) waive (i) all breaches of certifications, representations and warranties under the Credit Agreement or other Loan Documents (or any document delivered in connection therewith), (ii) all Defaults caused by violations, if any, of Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) , 7.03(a) , 7.08 , 7.09(a) , 7.09(b) or 7.13 of the Credit Agreement, (iii) the failure to satisfy the conditions precedent in Sections 5.01(a)(vii)(A) , 5.01(a)(viii) and 5.02(a) of the Credit Agreement (including conditions precedent to any further Credit Extension under the Credit Agreement), and (iv) any Events of Default that would otherwise arise or have arisen under Sections 9.01(b) , 9.01(c) or 9.01(d) of the Credit Agreement as a result of non-compliance with any of the items listed in subclauses (i), (ii) or (iii) immediately above, each resulting from the Specified Matters or the Annual Meeting Matter, as applicable; provided that it is understood and agreed that (x) failure of the Borrower to deliver restated Prior Financial Statements on or before February 28, 2014 (which may be provided as part of the Borrower’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) showing results for consolidated net income that are substantially consistent (within $20,000,000, and excluding the effect of recognizing up to $42,000,000 of additional tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of the Borrower to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of the Borrower from NASDAQ or actually results in the delisting of the Borrower from NASDAQ, shall, in each case, constitute an immediate Event of Default, except as may be further amended upon mutual agreement between the Borrower and the Required Lenders; and” (d) Section 1(c) of the Waiver Agreement is hereby amended and restated in its entirety to read as follows: “(c) waive any Default that may occur pursuant to Section 9.01(e) of the Credit Agreement as a result of violations of any agreement or instrument governing Indebtedness or a Guarantee of the Borrower due to (i) the Specified Matters, (ii) the failure to file with the SEC or to transmit to holders thereunder the 2013 Financial Statements or the Affected Quarterly Financial Statements as and when required by the terms thereof or (iii) the Annual Meeting Matter (A) in the case of the any agreement or instrument governing Indebtedness of the Borrower (other than Material Debt Agreements (as defined below)), until the earlier of (x) February 28, 2014 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in 2 CHAR2\1561654v5  the case of Material Debt Agreements, until the earlier of (x) February 15, 2014 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness.” 2. Condition Precedent . This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent. 3. Miscellaneous . (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. (b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Facility Guaranty or the Loan Documents. (c) Except as expressly provided herein, the amendments set forth herein do not modify or affect the Loan Parties’ obligations to comply fully with (i) the terms of Sections 5.02 , 7.01 , 7.02 , 7.03 , 7.08 , 7.09 or 7.13 of the Credit Agreement for any future periods or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document, including, but not limited, to satisfaction of Section 8.13 for the fiscal year ending January 31, 2013 or (ii) the terms of Section 8.13 for any period covered by the Prior Financial Statements. The above amendments are limited solely to the waivers provided in the Waiver Agreement and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law. (d) After giving effect to this Agreement, the Borrower represents and warrants to the Lenders that (i) except with respect to the Specified Matters and the Annual Meeting Matter, the representations and warranties of the Borrower set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date, (ii) except with respect to the Specified Matters and the Annual Meeting Matter, no event has occurred and is continuing which constitutes a Default or an Event of Default and (iii) the Annual Meeting Matter will not result in a Material Adverse Effect. (e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (f) The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof. 3 CHAR2\1561654v5  (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA. [remainder of page intentionally left blank] 4 CHAR2\1561654v5  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ ROBERT RITTELMEYER Name: Robert Rittelmeyer Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender By: /s/ PATRICK MARTIN Name: Patrick Martin Title: Managing Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  THE ROYAL BANK OF SCOTLAND PLC__________________________, as a Lender By: /s/ MATTHEW PENNACHIO Name: /s/ Matthew Pennachio Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  CITIBANK, N.A.__ ________________________, as a Lender By: /s/ JAMES M. WALSH Name: /s/ James M. Walsh Title: Managing Director and Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  THE BANK OF NOVA SCOTIA,__ ____________________, as a Lender By: /s/ EUGENE DEMPSEY Name: /s/ Eugene Dempsey Title: Director Corporate Banking TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  Skandinaviska Enskilda Banken AB (publ), as a Lender By: /s/ PENNY NEVILLE-PARK Name: Penny Neville-Park Title: Authorized Signatory TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  Skandinaviska Enskilda Banken AB (publ), as a Lender By: /s/ DUNCAN NASH Name: Duncan Nash Title: Authorized Signatory TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  JPMorgan Chase Bank, N.A., as a Lender By: /s/ JUSTIN KELLEY Name: Justin Kelley Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  U.S. Bank National Association, as a Lender By: /s/ RICHARD J. AMENY JR. Name: Richard J. ameny, Jr. Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  Branch Banking and Trust Company, as a Lender By: /s/ KELLY ATTAYCK Name: Kelly Attayck Title: Banking Officer TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  SunTrust Bank, as a Lender By: /s/SHAWN WILSON Name: Shawn Wilson Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  Branch Banking & Trust Company, as a Lender By: /s/ ANTHONY NIGRO Name: Matthew Pennachio Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT  Exhibit 10-BBah THIRD AMENDMENT TO LIMITED WAIVER THIS THIRD AMENDMENT TO LIMITED WAIVER dated as of January 27, 2014 (the “ Agreement ”) is entered into among TECH DATA CORPORATION, a Florida corporation (“ Tech Data ”), as collection agent (in such capacity, the “Collection Agent ”), TECH DATA FINANCE SPV, INC., a Delaware corporation, as transferor (in such capacity, the “ Transferor ”), LIBERTY STREET FUNDING LLC, a Delaware limited liability company, as a Class Conduit and as a Class Investor, CHARIOT FUNDING LLC, a Delaware limited liability company, as successor by merger to Falcon Asset Securitization Company LLC, as a Class Conduit and as a Class Investor, THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its New York Agency, as a Class Agent and as a Class Investor, JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), a national banking association, as a Class Agent and as a Class Investor, and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, as a Class Investor and as Administrative Agent, under and in connection with that certain Transfer and Administration Agreement dated as of May 19, 2000, as last amended by Amendment No. 19 thereto, dated as of August 12, 2013 (as amended, the “ Transfer and Administration Agreement ”), among the parties hereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Transfer and Administration Agreement. RECITALS WHEREAS, Tech Data, including in its capacity as the Collection Agent and the Transferor (collectively, the “ Tech Data Parties ”) and the Administrative Agent, the Class Agents, the Class Conduits and the Class Investors (collectively, the “ Waiving Parties ”) entered into the Transfer and Administration Agreement; WHEREAS, the Tech Data Parties and the Waiving Parties entered into that certain Limited Waiver dated as of April 29, 2013, as amended by the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of October 16, 2013 (as amended, the “ Limited Waiver ”), a copy of which is attached hereto as Exhibit A ; and WHEREAS, the Tech Data Parties have requested, and the Waiving Parties have agreed, to enter into certain amendments to the Limited Waiver, on the terms and conditions set forth herein; WHEREAS, the Tech Data Parties have informed the Waiving Parties that, as a result of the Specified Financial Reporting Matters, as defined in the Limited Waiver, Tech Data may be unable to hold its annual shareholders’ meeting relating to fiscal year ended January 31, 2013, and has further requested, and the Waiving Parties have agreed, to grant additional waivers with respect to Tech Data’s failure to hold such shareholders’ meeting; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:  1. Amendment . Upon the satisfaction of the conditions set forth in Section 3, the Limited Waiver is hereby amended as follows: (a) The fifth recital is hereby deleted in its entirety and replaced with the following: “WHEREAS, the Tech Data Parties have further informed the Waiving Parties that Tech Data may be unable to hold an annual meeting for the fiscal year ended January 31, 2013 (the “ 2013 Annual Meeting ”) due to the delay in preparation of its 2013 Financial Statements (the “ Annual Meeting Matter ”), as required by the NASDAQ Stock Market (“ NASDAQ ”) listing requirements and Florida law; “WHEREAS, the Tech Data Parties have requested that the Waiving Parties (i) extend the required date of delivery for the Transferor 2013 Financial Statements required by Section 5.1(a)(i) of the Transfer and Administration Agreement, (ii) extend the required date of delivery for the Tech Data 2013 Financial Statements and the related certificate of Tech Data’s independent certified public accountants required by Section 5.3(a)(i) of the Transfer and Administration Agreement, (iii) extend the required date of delivery of the Affected Quarterly Financial Statements required by Sections 5.1(a)(ii) and 5.3(a)(ii) of the Transfer and Administration Agreement, (iv) extend the required date of delivery of the related Compliance Certificates required by Sections 5.1(a)(iii) and 5.3(a)(iii) of the Transfer and Administration Agreement, (v) agree to waive any Termination Events that would otherwise arise under Sections 7.1(c) or 7.1(d) of the Transfer and Administration Agreement as a result of any non-compliance with Section 5.1(a)(i), 5.1(a)(ii), 5.1(a)(iii), 5.3(a)(i), 5.3(a)(ii) or 5.3(a)(iii) related to the late delivery of the 2013 Financial Statements, the potential late delivery of the Affected Quarterly Financial Statements and the late delivery and potential late delivery of the related Compliance Certificates, and (vi) agree to waive any Termination Events that would otherwise arise under Sections 7.1(b), 7.1(c) or 7.1(e) of the Transfer and Administration Agreement as a result of any breach of the representation and warranty made pursuant to Section 3.1(r)(vi) or any non-compliance with Section 5.1(c), 5.2(i)(ii) or 5.3(c) due to the Annual Meeting Matter;” (b) Section 1(a) of the Limited Waiver is hereby amended and restated in its entirety to read as follows: “waive, to the extent resulting from the Specified Financial Reporting Matters or the Annual Meeting Matter: (i) compliance with Sections 5.1(a)(i), 5.1(a)(ii), 5.1(a)(iii), 5.3(a)(i), 5.3(a)(ii) and 5.3(a)(iii) of the Transfer and Administration Agreement, as applicable, with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements and the related Compliance Certificates and (ii) any Termination Events that would otherwise arise under Sections 7.1(c) or 7.1(d) of the Transfer and Administration Agreement with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements or the Compliance Certificates as a result of any breach of or non-compliance with Sections 3.1(r)(vi), 5.1(a)(i), 5.1(a)(ii), 5.1(a)(iii), 5.3(a)(i), 5.3(a)(ii) and 5.3(a)(iii), (iii) compliance with Sections 5.1(c), 5.2(i)(ii) and 5.3(c) of the Transfer and Administration Agreement with respect to the 2013 Annual Meeting, and (iv) any Termination Events that would arise under Sections 7.1(b), 7.1(c) or 7.1(e) of the Transfer and Administration Agreement with respect to the Annual Meeting Matter as a result of any breach of or non-compliance with Sections 3.1(r)(vi), 5.1(c), 5.2(i)(ii) or 5.3(c); provided that it is understood and agreed that (x) failure of the Tech Data Parties to deliver restated Prior Financial Statements and 2013 Financial 2  Statements on or before February 28, 2014 (which, in the case of Tech Data, may be provided as part of Tech Data’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) showing results for consolidated net income that are substantially consistent (within $20,000,000, and excluding the effect of recognizing up to $42,000,000 of additional tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of Tech Data to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Tech Data from NASDAQ or actually results in the delisting of Tech Data from NASDAQ, shall in each case constitute an immediate Termination Event, except as may be further amended upon mutual agreement between the Tech Data Parties and the Waiving Parties;” (c) Section 1(b) of the Limited Waiver is hereby amended and restated in its entirety to read as follows: “waive, to the extent resulting from the Specified Financial Reporting Matters or the Annual Meeting Matter: (i) all breaches of certifications, representations and warranties made under the Transfer and Administration Agreement, past amendments to the Transfer and Administration Agreement or other Transaction Documents (or any document delivered in connection therewith), including, for the avoidance of doubt, any certifications, representations and warranties made in the event of any Transfer under the Transfer and Administration Agreement prior to February 28, 2014, but excluding any breach of Section 3.1(a) of the Transfer and Administration Agreement to the extent that non-compliance with respect to the Annual Meeting Matter results in a material adverse effect to any Tech Data Party, (ii) all Termination Events or Potential Termination Events caused by violations, if any, of Section 3.1(r)(vi), 5.1(a), 5.1(c), 5.1(e), 5.1(m), 5.2(i)(ii), 5.3(a), 5.3(c) or 5.3(e) of the Transfer and Administration Agreement, (iii) the failure to satisfy any conditions precedent in connection with any past amendments to the Transfer and Administration Agreement, (iv) any Termination Events that would otherwise arise or have arisen under Section 7.1(a), 7.1(b), 7.1(c), 7.1(d) or 7.1(e) of the Transfer and Administration Agreement as a result of non-compliance with any of the items listed in subclauses (i), (ii) or (iii) immediately above, (v) until the earlier of (1) February 15, 2014, in the case of Material Debt Agreements, (2) February 28, 2014, in the case of other Indebtedness and (3) the date of acceleration of any such Indebtedness or enforcement of a lien securing such Indebtedness, any Termination Event that would arise or have arisen under Section 7.1(f) of the Transfer and Administration Agreement as a result of any default under any Indebtedness that would have permitted or, would permit the holders of such Indebtedness to declare such Indebtedness due prior to its stated maturity, as a result of (A) breaches of information accuracy or compliance obligations, covenants, conditions precedent, certifications, representations or warranties relating to the Specified Financial Reporting Matters or the Annual Meeting Matter or (B) any failure to file with the SEC or deliver to holders of any Indebtedness the 2013 Financial Statements, the Affected Quarterly Financial Statements (including any related certificates of independent public accountants or compliance certificates) or any other document required to be delivered in connection therewith, as and when required by the terms of such Indebtedness resulting from the Specified Financial Reporting Matters, and (vi) any Termination Event that would or may have arisen under Section 7.1(j) of the Transfer and Administration Agreement as a result of materially 3  affecting Tech Data’s ability to perform any of its waived obligations set forth above; provided that it is understood and agreed that (x) failure of the Tech Data Parties to deliver restated Prior Financial Statements and 2013 Financial Statements on or before February 28, 2014 (which, in the case of Tech Data, may be provided as part of Tech Data’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) showing results for consolidated net income that are substantially consistent (within $20,000,000, and excluding the effect of recognizing up to $42,000,000 of additional tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of Tech Data to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Tech Data from NASDAQ or actually results in the delisting of Tech Data from NASDAQ, shall in each case constitute an immediate Termination Event, except as may be further amended upon mutual agreement between the Tech Data Parties and the Waiving Parties;” 2. Consent to Third Amendment to Waiver for Transaction Documents . The Waiving Parties hereby consent, pursuant to Section 5.2(h) of the Transfer and Administration Agreement, to the entry by the Tech Data Parties into a third amendment to the limited waiver with respect to the Purchase Agreement, the Credit Agreement and the Promissory Note, which shall be substantially in the form attached hereto as Exhibit B (the “ Third Amendment to the Transaction Documents Waiver ”). 4. Conditions Precedent . This Agreement shall be effective upon the satisfaction of each of the following conditions: (a) the Administrative Agent shall have received counterparts of this Agreement duly executed by the Tech Data Parties and the Waiving Parties; and (b) the Administrative Agent shall have received counterparts of the Third Amendment to the Transaction Documents Waiver duly executed by the Tech Data Parties. 5. Miscellaneous . (a) The Transfer and Administration Agreement, and the obligations of the Tech Data Parties thereunder and under the other Transaction Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. (b) Both immediately before and after giving effect to this Agreement, each Tech Data Party represents and warrants to the Waiving Parties that, to its knowledge: (i) the Specified Financial Reporting Matters, as defined in the Limited Waiver, as amended hereby, will not affect the value or collectability of the Receivables; (ii) the failure to hold the 2013 Annual Meeting will not, and is not reasonably expected to, result in any material adverse effect to any Tech Data Party, (iii) except as provided in clause (iv) below, any Receivables that, as a result of the Specified Financial Reporting Matters, may be the subject of restatement or with respect to which Section 5.1(e) or 5.3(e) may have been violated, were not Eligible Receivables during any time period affected by the foregoing; (iv) to the extent any Receivables affected by the correction of previously unadjusted differences as part of the restatement constituted Eligible Receivables during any relevant period, such Receivables have been collected or do not currently constitute Eligible Receivables; and (v) to the extent any of the matters waived in the Limited Waiver, as amended hereby (collectively, the “ Waived Matters ”), 4  would or would reasonably be expected to result in any default, acceleration or similar event under any other Indebtedness of the Tech Data Parties, such Waived Matters have been waived as of the date hereof by the parties entitled to waive the same, or will be waived by the parties entitled to waive the same on or before the earlier of (y) February 15, 2014, in the case of Material Debt Agreements (as defined below) or (z) February 28, 2014 in the case of any agreement or instrument governing Indebtedness of the Tech Data Parties (other than Material Debt Agreements). The following agreements, as the same may be amended as of the date hereof, shall constitute the “ Material Debt Agreements ”: (i) the Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013, among the Tech Data, as lessee, SunTrust Bank, as lessor, SunTrust Equity Funding, LLC, as agent, and the Lenders party thereto from time to time, (ii) the Fourth Amended and Restated Lease Agreement, dated as of June 27, 2013, between SunTrust Bank, as lessor and the Tech Data, as lessee, (iii) the Credit Agreement, dated as of September 27, 2011, among Tech Data, the Lenders party thereto, the Guarantors party thereto and Bank of America, N.A., as Administrative Agent, (iv) ISDA 2002 Master Agreement and the related Schedule thereto, each dated as of August 30, 2010 among Bank of America, N.A., Tech Data and the affiliates of Tech Data listed in Exhibit A to the Schedule thereto, (v) the ISDA Master Agreement and related Schedule thereto, each dated as of April 30, 2003 between Citibank, N.A. and Tech Data Global Finance L.P. and (vi) the ISDA 2002 Master Agreement and related Schedule thereto, each dated as of December 14, 2011 among JPMorgan Chase Bank, N.A. and Tech Data Europe GMBH and the affiliates listed in Exhibit A to the Schedule thereto. (c) The amendments and waivers herein do not modify or affect the Tech Data Parties’ obligations to comply fully with (i) the terms of the Transfer and Administration Agreement (including, without limitation, Sections 3.1 , 3.2 , 3.3 , 3.4 , 5.1 , 5.2 , 5.3 and 7.1 ) for any future periods with respect to the Waived Matters, or any other duty, term, condition or covenant contained in the Transfer and Administration Agreement or any other Transaction Document, except as expressly set forth herein, (ii) the terms of Section 5.5 for any past period (including the periods covered by the Prior Financial Statements and the 2013 Financial Statements, each as defined in the Limited Waiver, as amended hereby) or any subsequent period, or (iii) the obligations of any Tech Data Party to comply with the terms of any other Indebtedness, it being understood that no Termination Event under Section 7.1(f) is being waived hereunder, except to the extent the amendments set forth herein modify the waivers granted under Section 1(b)(v) of the Limited Waiver. Except as expressly set forth herein, nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any other Waiving Party may have under the Transfer and Administration Agreement or any other Transaction Document or under applicable law. (d) The Transferor represents and warrants to the Waiving Parties that (i) except with respect to the Waived Matters, the representations and warranties of the Transferor set forth in Section 3.1 of the Transfer and Administration Agreement and in each other Transaction Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date and (ii) except with respect to the Waived Matters, no event has occurred and is continuing which constitutes a Termination Event or a Potential Termination Event. (e) The Collection Agent represents and warrants to the Waiving Parties that (i) except with respect to the Waived Matters, the representations and warranties of the Collection Agent set forth in Section 3.3 of the Transfer and Administration Agreement and in each other Transaction 5  Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date and (ii) except with respect to the Waived Matters, no event has occurred and is continuing which constitutes a Termination Event or a Potential Termination Event. (f) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (g) The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof. (h) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [remainder of page intentionally left blank] 6  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. TECH DATA FINANCE SPV, INC., as Transferor By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION, as Collection Agent By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER  LIBERTY STREET FUNDING LLC By: /s/ JOHN L. FRIDLINGTON Name: John L. Fridlington Title: Vice President THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty Bank Investor By: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER  CHARIOT FUNDING LLC By: JPMorgan Chase Bank, N.A., its attorney-in-fact By: /s/ JOHN KUHNS Name: John Kuhns Title: Executive Director JPMORGAN CHASE BANK, N.A, as Falcon Agent and as a Falcon Bank Investor By: /s/ JOHN KUHNS Name: John Kuhns Title: Executive Director TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER  BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent and as a SUSI Issuer Bank Investor By: /s/ STEVEN MAYSONET Name: Steven Maysonet Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER  EXHIBIT A 11  EXHIBIT B 12  THIRD AMENDMENT TO LIMITED WAIVER THIS THIRD AMENDMENT TO LIMITED WAIVER dated as of January 27, 2014 (the “ Agreement ”) is entered into between TECH DATA CORPORATION, a Florida corporation (“ Tech Data ”), and TECH DATA FINANCE SPV, INC., a Delaware corporation (the “ SPV ”), in connection with (i) that certain Receivables Purchase and Servicing Agreement dated as of May 19, 2000 between Tech Data, as seller, and the SPV, as purchaser (the “ Purchase Agreement ”), (ii) that certain Credit Agreement dated as of May 19, 2000 between Tech Data, as borrower, and the SPV, as lender (the “ Receivables Credit Agreement ”) and (iii) that certain Promissory Note dated as of May 19, 2000 by Tech Data, as borrower, in favor of the SPV, as lender (the “Promissory Note ” and, together with the Purchase Agreement and the Receivables Credit Agreement, the “ Transaction Documents ”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement or the Receivables Credit Agreement, as applicable. RECITALS WHEREAS, Tech Data and the SPV entered into the Transaction Documents; WHEREAS, Tech Data and the SPV entered into that certain Limited Waiver dated as of April 29, 2013, as amended by the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of October 16, 2013 (as amended, the “ Limited Waiver ”), a copy of which is attached hereto as Exhibit A ; and WHEREAS, concurrent with the entry into this Agreement, a Third Amendment to the Limited Waiver dated as of April 29, 2013, as amended by the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of October 16, 2013, relating to the Transfer and Administration Agreement dated May 19, 2000, as last amended by Amendment No. 19 thereto, dated as of August 12, 2013 (the “ TAA ”), will be entered into among Tech Data, the SPV and the Waiving Parties (as defined therein) (the “ Third Amendment to the TAA Waiver ”); WHEREAS, the Waiving Parties have consented in the Third Amendment to the TAA Waiver, as required by Section 5.2(h) of the TAA, to the entry into this Agreement; and WHEREAS, Tech Data has requested, and the SPV has agreed, to certain amendments to the Limited Waiver, as more specifically set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment . Upon the satisfaction of the conditions set forth in Section 2, the Limited Waiver is hereby amended as follows: (a) The following recital is added to the Limited Waiver after the fifth recital: 13  “WHEREAS, Tech Data has further informed the SPV that it may be unable to hold an annual meeting for the fiscal year ended January 31, 2013 (the “2013 Annual Meeting”) due to the delay in preparation of its 2013 Financial Statements (the “Annual Meeting Matter”), as required by the NASDAQ Stock Market (“NASDAQ”) listing requirements and Florida law;” (b) Section 1(a) of the Limited Waiver is hereby amended and restated in its entirety to read as follows: “waive, to the extent resulting from the Specified Financial Matters or the Annual Meeting Matter: (i) all breaches of certifications, representations and warranties made under any of the Transaction Documents, or any document delivered in connection therewith, including, for the avoidance of doubt, any certifications, representations and warranties to be made under any of the Transaction Documents prior to February 28, 2014, (ii) all Termination Events caused by violations, if any, of Section 4.3(a), 4.3(d), 4.3(f) or 4.3(h) of the Purchase Agreement, (iii) all defaults caused by violations, if any, of Section 7(a), 7(c) or 7(f) of the Receivables Credit Agreement, (iv) the failure to satisfy the conditions precedent set forth in Sections 9(a), 9(b) and 9(c) of the Receivables Credit Agreement regarding the provision of Advances by the SPV, (v) any Termination Events that would arise or have arisen under Section 6.2(b), 6.2(c), 6.2(d) or 6.2(f) of the Purchase Agreement as a result of non-compliance with any of the items listed in subclauses (i) or (ii) immediately above, and (vi) any default that would arise or have arisen under Section 10(b), 10(c) or 10(d) of the Receivables Credit Agreement as a result of non-compliance with any of the items listed in subclauses (i), (iii) or (iv) immediately above; provided that it is understood and agreed that (x) failure of Tech Data to deliver restated Prior Financial Statements and 2013 Financial Statements on or before February 28, 2014 (which may be provided as part of Tech Data’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) showing results for consolidated net income that are substantially consistent (within $20,000,000, and excluding the effect of recognizing up to $42,000,000 of additional tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of Tech Data to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if NASDAQ takes any action or fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the delisting of Tech Data from NASDAQ or actually results in the delisting of Tech Data from NASDAQ, shall in each case constitute an immediate Termination Event under the Purchase Agreement and default under the Receivables Credit Agreement, except as may be further amended upon mutual agreement between Tech Data and the SPV;” 2. Conditions Precedent . This Agreement shall be effective upon the satisfaction of each of the following conditions: (a) the SPV shall have received counterparts of this Agreement duly executed by Tech Data and the SPV; and (b) the Third Amendment to the TAA Waiver shall have become effective in accordance with its terms. 14  3. Miscellaneous . (a) The Transaction Documents, and the obligations of Tech Data thereunder, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. (b) Except as expressly provided herein, the above amendments and waivers do not modify or affect (i) Tech Data’s obligations to comply fully with the terms of the Transaction Documents for any future periods or any other duty, term, condition or covenant contained in the Transaction Documents or (ii) the obligation of Tech Data to comply with the terms of any other Indebtedness. Except as expressly set forth herein, nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the SPV may have under the Transaction Documents or under applicable law (c) Tech Data represents and warrants to the SPV that (i) except with respect to the matters waived in the Limited Waiver, as amended hereby (collectively, the “ Waived Matters ”), the representations and warranties of Tech Data set forth in Section 4.1 of the Purchase Agreement and Section 8 of the Receivables Credit Agreement are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date and (ii) except with respect to the Waived Matters, no event has occurred and is continuing which constitutes a Termination Event under the Purchase Agreement or a default under the Receivables Credit Agreement. (d) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered. (e) The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof. (f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. [remainder of page intentionally left blank] 15  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. TECH DATA CORPORATION By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER TO TRANSACTION DOCUMENTS  TECH DATA FINANCE SPV, INC. By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER TO TRANSACTION DOCUMENTS  EXHIBIT A 18  Exhibit 10-BBai In Barcelona, on January 17, 2014 SENIOR EXECUTIVE EMPLOYMENT CONTRACT BY AND BETWEEN TECH DATA ESPAÑA, S.L., a Company incorporated under the laws of Spain, with legal domicile at 30-32 Acer Street, Barcelona, Spain, and Tax ID Number B58728585 (hereinafter referred to as “the Company” or “Tech Data Spain”), hereby represented by Mr Bob Dutkowsky, duly authorized by the Board of Directors and by the Legal Representative of the Sole Shareholder of the Company, Tech Data Europe GmbH. TECH DATA CORPORATION , a Company incorporated under the laws of the State of Florida, with legal domicile at 5350 Tech Data Dr Clearwater, FL 33760, United States of Americas (hereinafter referred to as “Tech Data Corporation”), hereby represented by Mr. Bob Dutkowsky, duly authorized by the Board of Directors. Mr. Nestor Cano Soler, of full age, of Spanish nationality, holding national identity card 35079489G, on his own name and behalf (hereinafter referred to as “the Executive”). The Company and Tech Data Corporation will jointly be referred to as the “Tech Data Companies”. The Company, Tech Data Corporation and the Executive will jointly be referred to as “the Parties”. WHEREAS First.- The Executive has been rendering services for Tech Data Corporation from July 3, 1989, having an employment relationship subject to the laws of the United States of America, and being subject to the employment policies in force at Tech Data Corporation from time to time, including, but not limited to the US Executive Severance Plan. Second.- The Executive has been rendering services as President, Europe, and has decided to be transferred to Spain. In this connection, Tech Data Spain will formally be the employing entity of the Executive as from an effective date of October 1, 2013 , pursuant to the terms and conditions of employment under this Agreement. 1   Third.- As President, Europe, the Executive will have managerial responsibilities over the Company as well as over other subsidiaries and affiliates of Tech Data Corporation in Europe. The Executive will also be a Director of Tech Data Spain. Fourth.- Based on the foregoing, the Parties agree that the Executive will be rendering services as President, Europe, localized in Spain, and employed by Tech Data Spain under the terms and conditions agreed in this Agreement. The Parties also agree that the Executive will be entitled to the terms and conditions of the US Severance Plan in force for officers and employees of an executive level at Tech Data Corporation as of the effective date of this Agreement, October 1, 2013. Fifth.- The Parties mutually recognize the legal capacity in which they act and enter into this Special Top Executive Contract of Employment, pursuant to article 2.1.a) of the Workers’ Statute Act and Royal Decree 1382/1985, of August 1, which regulates the special Top Executive employment relationship. The Parties, being in agreement, enter into this Agreement in accordance with the following CLAUSES 2 1. TITLE AND RESPONSIBILITIES 1.1. The Executive shall hold the position of President, Europe and will manage, with the full responsibility and initiatives pertaining thereto, the Spanish operations as well as the operations run by other European subsidiaries or affiliates of Tech Data Corporation. The Executive will carry out the roles and responsibilities over the management of the Company as directed by the Company from time to time. 1.2. The Executive shall also be a Director of the Company. 1.3. The holding of positions as Director at the Board of Directors of the Company or of the Board of Directors of other subsidiaries or affiliates of Tech Data Corporation in Europe will be part of the Executive roles and responsibilities and will not require any payment in addition to the compensation and benefits structures set forth in clause 5 of this Agreement.  3 2. RIGHTS AND OBLIGATIONS 2.1. The Executive is obliged to comply with all applicable laws, the Articles of Association and bylaws of the Company and Tech Data Corporation, as well as with any decisions of the Board of Directors. 2.2. The Executive will further the interests of the Company and Tech Data Corporation to the utmost of his power, skill and ability. 2.3. The Executive will perform his responsibilities under this contract on exclusive basis. Therefore, unless the prior written consent of the Board of Directors of Tech Data Corporation is provided, he will not accept any paid functions or time-consuming unpaid functions with or for third parties and will refrain from doing business on his own account, with prejudices of his dedication to the Company and Tech Data Corporation. The breach of such exclusivity undertaking shall constitute grounds for termination of this contract due to serious and culpable breach. 2.4. The Executive will perform his duties according to the nature of his job position, with due diligence and pursuant to the principles of good faith, integrity and loyalty. 2.5. The Executive will inform the Board of Directors of Tech Data Corporation, as soon as possible, about any situation that may entail a conflict of interests and will abstain from participating in conversations related to matters with whom he may have a personal interest. 2.6. The Executive will fully respect the law, complying with his obligations, and will adopt any measure necessary to ensure all employees will do so as well, informing the Board of Directors of Tech Data Corporation of any misconduct that he may have knowledge of. 2.7. The Executive will present the Company and any European subsidiary or affiliate of Tech Data Corporation all business opportunities that he is aware of or offered by any third party related to the activities developed by the Company. 3. POWERS OF ATTORNEY 3.1. For the Executive to comply with his professional obligations and with the targets and duties entrusted to him, the Company will confer upon him the respective notarized powers of attorney that legally authorize him to perform the tasks pertaining to the position to which he has been appointed.  4 4. TERM OF THE CONTRACT 4.1. The terms and conditions of this contract of employment will be effective as from the date of signing and both parties mutually agreed to enter into the contract for an indefinite period of time. 4.2. The terms and conditions of this Agreement will be in force as from October 1, 2013. 5. BASE SALARY 5.1. The Executive shall receive a Base Salary, which amounts to EUR 620,823.64 gross per year, payable in 12 equal installments. The Base Salary may be reviewed, but not necessarily increased, at the discretion of the Company from time to time. 5.2. The Company shall apply the relevant tax withholdings and social security contributions discounts on behalf of the Executive according to the legislation in force from time to time. 6. BONUS 6.1. The Executive shall be entitled to participate in the Bonus Plan of Tech Data Corporation in force from time to time from time to time, and subject to the targets and goals set out on an annual basis. 6.2. For the fiscal year 2014, the Target Annual Incentive will be 85% of the Base Salary defined in clause 5.1 of this Agreement. The Target Annual Incentive will be weighted as follows: • 25% Worldwide EPS • 25% Regional OI/CM $ • 25% Regional OI/CM % • 25% Regional ROIC. 6.3. The Executive will be entitled to a Bonus payment contingent to the achievement of the targets and the scale provided by the Tech Data Companies from time to time. The scale may provide for multipliers or dividers for the purposes of calculating the Bonus payment. 6.4. Bonus plan is normally in force on annual basis. The Executive acknowledges and accepts that participation in one year does not constitute a guarantee to benefit from the terms and conditions of the bonus plan in future years. 7. BENEFITS  5 7.1. The Executive will be entitled to a Company car or to a car allowance for both professional and private use in accordance with the Company policy. 7.2. The Executive shall be covered by a private health insurance hired by the Company with an insurance company. The Executive and the Executive’s family will be eligible to participate in comprehensive benefits such as Medical, Short and Long Term Disability and Life Insurance. The Company will pay any tax costs associated with the provision of the medical plan. The Executive and family will be eligible to participate in life insurance coverage under the international company Generali. 7.3. The Executive may be entitled to participate in the Executive Choice and Long Term Incentive Plan of Tech Data Corporation, and may be entitled to receive equity of Tech Data Corporation in accordance to the terms and conditions of the Long Term Incentive Plan of Tech Data Corporation in force from time to time. The annual Executive Choice Program and grant of equity awards are discretionary and must be specifically approved by the Tech Data Compensation Committee. 7.4. The Company shall apply the relevant tax withholdings and social security contributions discounts on behalf of the Executive over the benefits, according to the legislation in force from time to time. 7.5. The benefits payable to the Executive under this Agreement are not in lieu of any benefits payable under any employee benefit plan, program or arrangement of the Company, except as provided specifically herein, and upon termination of the relationship, the Executive shall receive such benefits or payments, if any, as the Executive may be entitled to receive pursuant to the terms of such plans, programs and arrangements. Except for the obligations of the Company provided by this contract (including, without limitation, pursuant to the preceding sentence hereof), the Agreement shall have no further obligations to the Executive upon termination of employment. 8. EXPENSES 8.1. The Company will reimburse the Executive any costs duly justified incurred in the performance of his duties hereby and on behalf or in the interest of the Company. To these effects, the Executive will be obliged to justify the expenses he may incur by presenting an expense sheet, attaching the invoices and receipts, verified and signed by a Board of Directors member or by someone specifically appointed by the Board of Directors for this purpose. 9. WORKING TIME AND HOLIDAYS  6 9.1. The Executive, due to the relevance and responsibilities associated to his job position, will work according to the needs and demands of his roles and will not be subject to a specific and scheduled working time. Considering the specific nature of the positions held by the Executive and the senior management nature of this Agreement, the Parties agree that he will not qualify for overtime. 9.2. The Executive will be entitled to 30 working days of paid holiday per year. 9.3. The Executive will render services, on a regular basis at the headquarters of the Company, currently based in Barcelona. The Executive commits himself to travel anywhere, either around Spain or abroad, if it is necessary for the development of his duties. The Executive also acknowledges that, as part of his roles and responsibilities, he will devote a substantive amount of time in other countries. 10. TERMINATION 10.1. The Parties shall terminate this contract by the reasons and following the procedures provided in sections 10 and 11 of Royal Decree 1382/1985. In any case of termination except for dismissal due to a serious and guilty breach of the Executive, the Parties shall observe a six (6) months’ notice period effective as of the end of the month. 10.2. The Company may terminate the contract, with immediate effects and without observing any previous notice, by dismissal due to a serious and guilty breach by the Executive of his main obligations. 10.3. The Parties agree that, in consideration to the entering into this Agreement, the Executive will be entitled to participate in the Severance Plan in force from time to time for Executives of Tech Data Corporation as the Executive has been entitled to prior to the entering into this Agreement (hereinafter, those will be referred to as the “US Severance Plan”). Therefore, the Parties expressly agree that after the entering into this Agreement, the Executive will still be entitled to the same terms and conditions applicable upon a termination of employment as provided in the US Severance Plan as applicable from time to time, but no worse than the current US Severance Plan as attached as Annex 1. In this connection, the Parties expressly represent that the role of the Executive as well as the senior management nature of his employment is fully compatible with the application and observance of the terms and conditions of severance payments –due primarily upon a termination at will or without cause- as provided by the US Severance Plans. For the avoidance of any doubt, the current version of the US Severance Plans is attached as Annex 1 of this Agreement.  7 10.4. The Parties agree that any severance payment hereunder shall be in lieu of any other severance payment to which the Executive would be entitled pursuant to any other provision of Royal Decree 1382/1985, Workers’ Statute Act, severance plan, program, arrangement, or policy of the Company, and shall be considered a part of, and not in addition to, amounts that may be payable to the Executive under any of said laws, rules or regulations. 10.5. On the date of termination of the Executive’s relationship with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company, Tech Data Corporation, or any of its subsidiaries and affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). 11. SURVIVAL OF THIS AGREEMENT UPON BOARD MEMBERSHIP STATUS 11.1. As defined in clause 1.2 of this Agreement, the Parties agree that the Executive will be appointed as member of the Board of Directors of the Company, as well as may be appointed as member of the Board of Directors of any subsidiaries or affiliates of Tech Data Corporation in Europe. The parties agree that said appointment shall not affect the reciprocal obligations arising out of this Agreement. Based on the foregoing, the Company accepts the potential appointment of the Executive as a member of the Board of Directors of the Company will be compatible with the rendering of services as an Executive following this Agreement, and consequently accepts that the terms and conditions of this Agreement, particularly in terms of the Base Salary, Bonus, participation to the Long Term Incentive Plan in the form of equity of Tech Data Corporation, benefits and termination provisions, shall prevail and be applicable without prejudice to the potential appointment of the Executive as a Director of the Company. In this connection, the Company agrees to takes the necessary steps, including a modification of the articles of association of the Company, if required, to implement the surveillance of the terms and provisions on this Agreement even after the appointment of the Executive as a Director of the Company. 11.2. Notwithstanding the above mentioned, in the unlikely event that the senior executive relationship provided for in this Agreement is considered incompatible with the simultaneous existence of any other kind of corporate relationship deriving from the appointment of the Executive as member of the Board of Directors of the Company, the Parties, willing to preserve the rights arising from this senior executive relationship, agree that the senior executive relationship shall be understood to be suspended with effects as from the date on which the incompatibility of both relationships is determined and until the cessation of that cause of incompatibility. In accordance with the terms of the foregoing paragraph, upon cessation of cause of the incompatibility, the senior executive relationship shall, automatically and without the need for any notice, have full force and effect again.  8 12. CONFIDENTIALITY 12.1. During the course of the Executive’s employment with the Company, the Executive will have access to confidential information of the Company, Tech Data Corporation or any subsidiary or affiliate of Tech Data Corporation. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s employment, either during the period of the Executive’s relationship or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, Tech Data Corporation or any of the subsidiaries or affiliates. 12.2. In addition, the Executive shall not, directly or indirectly, whether for the Executive or for any other individual, corporation, partnership, joint venture or other entity, and whether during or after the Executive’s employment with the Company, Tech Data Corporation or any of the subsidiaries or affiliates, participate in any business to the extent that, in connection with such participation, the Executive would be required to employ, reveal or otherwise utilize any trade secrets relating to the Company, Tech Data Corporation or any of the subsidiaries or affiliates. 12.3. For the purposes of this contract, Confidential Information shall mean any and all information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Confidential Information includes: (i) any and all ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulae, discoveries, patents, copyrights, and all improvements, rights, and claims related to the foregoing that are conceived, developed, or reduced to practice by the Employee alone or with others; (ii) information regarding plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, suppliers and customers; (iii) information regarding the skills and compensation of other employees of the Company, Tech Data Corporation or any of the subsidiaries or affiliates; and (iv) information which the Company, Tech Data Corporation or the subsidiaries or affiliates has received or will in the future receive from third parties subject to a confidentiality obligation with such third party. 13. NON COMPETITION AND NON SOLICITATION  9 13.1. The Executive acknowledges that he performs services of a unique nature for the Company which also impacts Tech Data Corporation and the subsidiaries and affiliates of Tech Data Corporation. Based on the foregoing, the Executive accepts that rendering services to a competing business after the termination of employment will result in irreparable harm to the Company. 13.2. Accordingly, during the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company, Tech Data Corporation or any subsidiary or affiliate or in any other material business in which the Company, Tech Data Corporation and the subsidiaries and affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date. 13.3. The non-competition Agreement set forth in this clause will apply to Spain, Europe, the United States of America and in any other country where the Company, Tech Data Corporation or any of the subsidiaries or affiliates of Tech Data Corporation conduct business. 13.4. Likewise, during the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company, Tech Data Corporation or any subsidiary or affiliate to purchase goods or services then sold by the Company, Tech Data Corporation or any of the subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company, Tech Data Corporation or any of the subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company, Tech Data Corporation or the subsidiaries or affiliates, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company, Tech Data Corporation or the subsidiaries and affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section while so employed or retained and for a period of six (6) months thereafter. 13.5. If the Executive is terminated for cause, or resigns the parties agree that the provisions of clauses 13.2, 13.3 and 13.4 shall not apply and that the Executive shall not be entitled to any payment of severance or non-compete.  10 13.6. If the Executive’s employment terminates by mutual consent, the parties agree that the difference between the payment of two years Base Salary under the US Severance Plan and the payment of two years total cash compensation (total cash compensation being calculated as annual Base Salary plus Bonus at the then current target amount if 100% is attained multiplied by 2) shall be paid to compensate the obligations provided in this clause. 13.7. The Executive expressly acknowledges that due to the services rendered by him to the Company, there is an effective and clear interest, both commercial and business-related, in establishing the undertakings provided for in this Section. 13.8. Likewise, the Executive expressly acknowledges that the financial consideration agreed in this Section is entirely adequate and amply compensates the limitations arising from it. 13.9. In the event of breach of the undertakings set in this Section by the Executive, and irrespective of any potential injunctive relief that may be available in accordance with applicable laws and regulations, the Parties agree that the Executive will (i) return the amount of financial consideration received in connection with the non-compete and non-solicitation obligation as defined under clause 13.6 of this Agreement and (ii) pay the damages caused as a result of his breach, which both parties establish, as a pre-liquidation clause, at an amount equal to two (2) years of the total cash compensation as calculated in clause 13.6, and the profit made by the Executive arising out of the equity associated with the Long Term Incentive Plan in the year prior to the termination date. 13.10. If it is determined by a court of competent jurisdiction that any restriction in this clause is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of Spain. 13.11. For the avoidance of any doubt, the obligations contained in this clause hereof shall survive the termination of the Executive’s relationship with the Company and shall be fully enforceable thereafter. 14. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS 14.1. The Executive undertakes to assign to Tech Data Corporation and the Company any right apt for exploitation and transfer pursuant to the Intellectual Property Act in force, including the rights of distribution, reproduction, transformation, public communication and making available to the public of any intellectual creation expressed using any means or support, tangible or intangible, which may have been performed by the Executive while this  contract is in effect. Eventual assignments have been taken into consideration when establishing the Executive’s salary and shall therefore not give rise to any additional economic compensation. The assignment of the exploitation rights contemplated in the above paragraph shall be of an exclusive nature, of a worldwide scope, of a transferable kind and for the all the duration of the intellectual property rights, their extensions and additions, pursuant to the Spanish legislation applicable to intellectual property. Tech Data Corporation and the Company will be entitled to exercise the above-mentioned exploitation rights in the way that it deems more appropriate and through any exploitation means, using any format or media, in any field of activity, even if it is not the usual activity of Tech Data Corporation or the Company, and it will be entitled to transfer or assign them to third parties under the terms and conditions it deems appropriate, being such assignment authorized by the Executive since now and thereafter. 11 14.2. The Executive acknowledges and agrees that all ideas, methods, inventions, innovations, discoveries, improvements, perfections, processes, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s work with Tech Data Corporation and the Company, made or conceived by the Executive, solely or jointly with others, during the course of the Executive’s service with Tech Data Corporation and the Company, or (B) suggested by any work that the Executive performs in connection with Tech Data Corporation and the Company, either while performing the Executive’s duties with Tech Data Corporation or the Company or on the Executive’s own time, but only insofar as the Inventions are related to the Executive’s work as an Executive or other service provider to Tech Data Corporation and the Company, shall belong exclusively to Tech Data Corporation and the Company (or its designee), whether or not patent applications are filed thereon. 15. GOVERNING LAW AND JURISDICTION 15.1. This contract shall be governed and construed, for any matters not agreed herein, by Royal Decree 1382/1985, of August 1, governing the Special Top Executive Employment Relationship and, for any matters not contemplated therein, by the provisions of Spanish civil and corporate law. 15.2. The parties expressly waive any right they may have to any other jurisdiction and submit to the jurisdiction of the Courts and Tribunals of Barcelona. 16. WAIVER OF BREACH 16.1. Any waiver of any breach of this contract shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of the Executive or of the Company.  IN WITNESS WHEREOF, the parties hereto have executed this contract on the date first written above. For Tech Data España, S.L. For the Executive, For Tech Data Corporation 12 17. SEVERABILITY 17.1. To the extent that any provision of this contract or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this contract shall be unaffected and shall continue in full force and effect. 18. COUNTERPARTS 18.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument 19. ENTIRE AGREEMENT 19.1. This Agreement constitutes the entire agreement by the Company, Tech Data Corporation and the Executive with respect to the subject matter hereof, and supersedes any and all prior contracts, agreements or understandings between the Executive and the Tech Data Companies, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by the Executive and the Tech Data Companies. /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer /s/ Néstor Cano Néstor Cano President, Europe /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer   Annex 1 US Severance Plans The following document refers to the current version of the US Severance Plans, applicable as of October, 2013. The Parties accept that the US Severance Plans may change from time to time and the Executive accepts to be bound by the version of the US Severance Plans enforceable as of the termination date of his employment, or this US Severance Plan, whichever provides for greater monetary compensation. 13  Exhibit 10-BBaj TECH DATA CORPORATION (hereinafter called the “Company”) 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the “Plan”) GLOBAL NOTICE OF HOLD-TO-RETIREMENT EQUITY GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Name/Participant : Type of Grant : HOLD-TO-RETIREMENT EQUITY Date of Grant : II. AGREEMENT For valuable consideration, the receipt of which is hereby acknowledged (electronically or using a method accepted by the Company), the Company hereby grants to the Participant a Hold-to-Retirement Equity grant (hereinafter called, in respect of each Share subject to the grant, an “HRE”) under Section 11 of the Plan in accordance with the following terms: Section 1. Definitions . Unless otherwise defined herein, the terms defined in this Agreement shall have the same defined meanings as in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The following additional terms shall be defined as follows: “Agreement” means this agreement between the Participant and the Company setting forth the terms and conditions of the grant of the HREs and includes Part I, Notice of Equity Grant and Part II, Agreement. “Date of Grant” means the date on which the HREs are granted to the Participant, as specified in Part I. “Employer” means the Company or any Subsidiary that employs the Participant on the applicable date. Global HRE Total Shares Granted :  “Share” means one (1) share of Common Stock. Section 2. Grant . The Participant is hereby granted an HRE award under Section 11 of the Plan. Each HRE represents the prospective contingent right to receive one Share and will, at all times the Agreement is in effect, be equal in value to one Share. Section 3. Vesting . Subject to the provisions of this Agreement, the HREs shall vest and become payable in Shares in accordance with the following vesting schedule: Unless and until the HREs vest, the Participant will have no right to payment of any unvested HREs. Prior to the actual delivery of any of the HREs that are vested, the HREs will represent an unsecured obligation of the Company in accordance with Section 16(c) of the Plan. Section 4. Non-Transferability . All rights with respect to the HREs are exercisable during the Participant’s lifetime only by the Participant and the HREs may not be transferred, assigned, pledged or hypothecated in any manner other than by will or by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or rules thereunder. Section 5. Delivery of Shares . (i) General . Subject to the other terms of the Plan and this Agreement, the Company will issue or cause to be delivered to the Participant (or if any other individual(s) then hold the HREs, to such individual(s)) the number of Shares the Participant is entitled to receive as a result of the vesting of the HREs as soon as practical after, but not later than 10 days following, the Participant’s “separation from service” as such term is defined under Section 409A of the Code (a “Separation from Service”). The Shares shall be registered in the name of the Participant (or the name(s) of the individual(s) that then hold the HREs, either alone or jointly with another person(s) with rights of survivorship, as such individual(s) shall prescribe in writing or other methods allowed to the Company). Notwithstanding the foregoing, the delivery of Shares as required hereby may be delayed if the delivery is reasonably likely to violate applicable federal, state or non-U.S. securities laws; provided, however, that the delivery will occur at the earliest date the Company reasonably anticipates that the distribution will not cause a violation. 2 Vesting Date Vesting Percentage First Anniversary of Date of Grant 25% Second Anniversary of Date of Grant 25% Third Anniversary of Date of Grant 50%  The delivery of Shares in settlement of the HREs shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions provided by Participant (or if any other individual(s) then hold the HREs, by such other individual(s)). Fractional Shares shall not be issued. Notwithstanding anything to the contrary in this Section 5, in the event that Participant is a “specified employee” (within the meaning of Section 409A \of the Code) on the date of the Participant’s Separation from Service, the Shares to be delivered in settlement of the HREs shall be delivered on the first business day of the first calendar month that begins after the six-month anniversary of the Separation from Service or, if earlier, on the date of the Participant’s death. Section 6. Tax Withholding Obligations . Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the HREs, including but not limited to, the grant of the HREs, the vesting of the HREs, the subsequent sale of any Shares acquired or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the HREs to reduce or eliminate the Participant’s liability for Tax-Related Items. Finally, the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares due to be delivered if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section. The Participant hereby consents to any action reasonably taken by the Company to meet his or her obligation for Tax-Related Items. Section 7. Changes in Capitalization . The existence of the HREs shall not affect in any way the right or power of the Company or its stockholders to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the shares subject to HREs; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or outstanding assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. 3  Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of shares of Common Stock subject to the HREs. Section 8. Rights of Participant . No person shall, by virtue of the granting of the HREs to the Participant, be deemed to be a holder of any Shares underlying the HREs or be entitled to the rights or privileges of a holder of such Shares unless and until Shares have been issued in settlement of the HREs. The grant of the HREs is voluntary and occasional and the Participant shall not by virtue of the granting of the HREs have any claim or right to be granted HREs in the future or to participate in any other compensation plan, program or arrangement of the Company or of the Employer, even if HREs have been granted repeatedly in the past. The granting of the HREs shall not impose upon the Company or the Employer any obligations to employ or to continue to employ the Participant; and the right of the Company or the Employer to terminate the employment of the Participant shall not be diminished or affected by reason of the fact that the HREs have been granted to the Participant. Nothing herein contained shall impose any obligation upon the Participant to accept the grant of HREs. At all times while any portion of the HREs is outstanding, the Company shall reserve and keep available, out of shares of its authorized and unissued Common Stock or reacquired Shares, a sufficient number of Shares to satisfy the requirements of the HREs; comply with the terms of the HREs promptly upon vesting of the HREs; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares in settlement of the HREs. Section 9. Termination . Subject to Section 8, the outstanding unvested HREs granted hereunder shall terminate and the Participant shall cease vesting in the HREs on the earliest to occur of: (i) termination of active employment or other relationship between the Company or the Employer and the Participant for any reason other than due to the Participant’s death or Disability; or (ii) termination of active employment or other relationship between the Company or the Employer and the Participant due to the Participant’s death or Disability within three months of the Date of Grant. 4  An employment relationship between the Company or the Employer and the Participant shall be deemed to exist during any period during which the Participant is actively employed by the Company or by any Subsidiary. Whether authorized leave of absence or absence on military government service shall constitute termination of the employment relationship between the Company or the Employer and the Participant shall be determined by the administrator designated by the Committee at the time thereof and in accordance with local law. In the event of the death or Disability of the Participant during his or her employment relationship with the Company or the Employer, as applicable, and at least three months after the Date of Grant, the HREs shall become fully vested (all or a portion of the outstanding HREs) as of the date of the Participant’s death or Disability. In the case of death of a Participant, Shares will be delivered to the Participant’s executors, administrators or any person(s) to whom the HREs may be transferred by will or by laws of descent and distribution, in accordance with Section 5 of this Agreement. If, in the event of the Participant’s death, any beneficiary entitled to receive any Shares is a minor or, if in the event of the Participant’s Disability, the Participant is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for any Shares due to be delivered, such Shares will be paid to such person or institution as the Committee may designate or to the duly appointed guardian. Such payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under the Plan. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the HREs and the terms and conditions governing the HREs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the HREs is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. Section 10. Nature of Grant . In accepting the grant, the Participant acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (ii) all decisions with respect to future grants of HREs, if any, will be at the sole discretion of the Company; (iii) the Participant is voluntarily participating in the Plan; 5  (iv) the grant of HREs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment contract, if any; (v) the grant of HREs is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (vi) in the event that the Participant is not an employee of the Company, the grant of HREs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of HREs will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliated company of the Company; (vii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (viii) if the Participant vests in his or her HREs and obtains Shares, the value of those Shares acquired may increase or decrease in value; (ix) in consideration of the grant of the HREs, no claim or entitlement to compensation or damages shall arise from termination of the HREs or diminution in value of the HREs or Shares acquired in settlement of the HREs resulting from termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive the HREs and vest in the HREs under the Plan, if any, will be determined effective as of the date that the Participant is no longer employed by the Employer; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her grant of HREs. Section 11. Data Privacy . Pursuant to applicable personal data protection laws, the Company and Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the HREs and participation in the Plan. The collection, use, processing and transfer of personal data is necessary for the Company’s administration of the Plan and participation in the Plan, and the Participant’s denial and/ 6  or objection to the collection, use, processing and transfer of personal data may affect participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. The Company and Employer hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Employer will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan. The Company and the Employer will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) the third parties or other recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan. The Participant may, at any time, exercise rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) to oppose, for legal reasons, the collection, processing or transfer of the Data 7  which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Participant’s HREs will be null and void). The Participant may seek to exercise these rights by contacting the Employer’s Human Resources manager or the Company’s Human Resources Department. Section 12. Electronic Delivery and Acceptance . The Company may in its sole discretion, decide to deliver any documents related to the HREs granted under the Plan and participation in the Plan, or future HREs that may be granted under the Plan, by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or a third party designated by the Company. In addition, if the Participant does not otherwise reject this Award, (in such manner as the Company may specify from time to time in its sole discretion), the Participant shall be deemed to have accepted the Award as of the Date of Grant. Section 13. Government and Other Regulations; Governing Law . The grant of HREs is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant acknowledges that the Company will not be obligated to issue any Shares hereunder if the grant or vesting thereof or the issuance of such Shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof. The Company shall not be obligated to take any affirmative action in order to cause the vesting of the HREs or the issuance of Shares pursuant hereto to comply with any such law, regulation, order or provision. As a condition of the grant of the HREs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence. In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its affiliates, as may be required to allow the Company and its affiliates to comply with local laws, rules and regulations in the Participant’s country of residence. Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence. The HREs are and shall be subject in every respect to the provisions of the Plan, which is incorporated herein by reference and made a part hereof. The Participant hereby accepts the HREs subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee or the Board shall be final, binding and conclusive upon the Participant and his heirs and legal representatives. 8  This grant of HREs shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principle of conflict of laws. For purposes of litigating any dispute arising under this Agreement, the parties hereby agree that such litigation shall be conducted in the courts of Pinellas County, Florida. Section 14. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Section 15. Language . If the Participant is a resident outside of the United States, the Participant acknowledges and agrees by acceptance of the grant of HREs under the Plan and this Agreement, that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the HREs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control. Section 16. Private Placement . For non-U.S. Participants, the grant of the HREs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the HREs is not subject to the supervision of the local securities authorities. Section 17. Addendum . Notwithstanding any provisions of this Agreement to the contrary, the HREs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the applicable addendum to the Agreement (“Addendum”). Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country shall apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the HREs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of the Agreement. Section 18. Additional Requirements . The Company reserves the right to impose other requirements on the HREs, any Shares acquired pursuant to the HREs and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the HREs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. 9  IN WITNESS WHEREOF , the Company has caused this grant of HREs to be executed, as of the Date of Grant. TECH DATA CORPORATION By : /s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky, Chief Executive Officer By:_______________________________________ Holder 10  TECH DATA CORPORATION 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION ADDENDUM TO GLOBAL NOTICE OF HOLD-TO-RETIREMENT EQUITY GRANT AGREEMENT In addition to the terms of the 2009 Equity Incentive Plan of Tech Data Corporation (the “Plan”) and the Global Notice of Hold-to-Retirement Equity Grant Agreement (the “Agreement”), the HREs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Section 17 of the Agreement, to the extent a Participant relocates residence and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the HREs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the HREs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). CANADA 1. Settlement in Shares . Notwithstanding anything to the contrary in the Agreement, Addendum or the Plan, the HREs shall be settled only in Shares (and may not be settled in cash). DENMARK 1. Treatment of HREs upon Termination of Employment . Notwithstanding any provisions in the Agreement to the contrary, the treatment of the HREs upon the Participant’s termination of employment shall be governed by the Act on Stock Options in Employment Relations. FRANCE 1. English Language . The Participant acknowledges and agrees that it is the Participant's express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the HREs, be drawn up 11  in English. If the Participant has received this Agreement, the Plan or any other documents related to the HREs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control. BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE HRE. ITALY 1. Authorization to Release Necessary Personal Information . The following provision shall replace Section 11 of the Agreement in its entirety: (i) The Participant understands that the Employer and/or the Company hold certain personal information about the Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant is aware that providing the Company with the Data is necessary for the performance of this Agreement and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. (ii) The Controller of personal data processing is Tech Data Corporation, 5350 Tech Data Drive, Clearwater, Florida 33760, U.S.A., and, pursuant to D.lgs 196/2003, its representative in Italy is Tech Data Italia s.r.l . with registered offices 12  at Via Tolstoj 65, 20098 S. Giuliano, Milanese MI, Italy Participant understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Plan, including any transfer required to a broker or other third party with whom Shares acquired pursuant to this grant of HREs or cash from the sale of such Shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in the Participant’s country, or elsewhere, including outside of the European Union and the recipient’s country may have different data privacy laws and protections than the Participant’s country. The processing activity, including the transfer of the Participant’s personal data abroad, out of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. The Participant understands that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003. (iii) The Participant understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that, pursuant to art 7 of D.lgs 196/2003, the Participant has the right, including but not limited to, to access, delete, update, request the rectification of the Data and cease, for legitimate reasons, the Data processing. Furthermore, the Participant is aware that the Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting a local representative available at the following address, Via Tolstoj 65, 20098 S. Giuliano, Milanese MI, Italy. 2. Participant Acknowledgment . The Participant hereby confirms that he or she accepts and agrees to the Agreement and the Plan in all respects as of the date the Participant accepts this Agreement. The Participant further acknowledges that he or she has read and specifically and expressly approves of the following provisions of the Agreement: (i) Section 6 addressing the Participant’s responsibility for taxes; (ii) Section 8 addressing the rights of the Participant with respect to the HREs; (iii) Section 10 containing the Participant’s acknowledgement that the Plan and the grant of the HREs do not provide the Participant with any entitlement or claim for compensation ; (iv) Section 11 containing the Participant’s authorization for data privacy purposes; (v) Section 13 addressing electronic delivery and acceptance procedures; and (vi) Section 14 stating that the laws of the State of Florida, U.S.A. will govern the Agreement and the Plan and the venue for litigation of any dispute arising under this Agreement will be the courts of Pinellas County, Florida, U.S.A. __________________________________ 13  Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE HRE. MEXICO 1. Commercial Relationship . The Participant expressly recognizes that participation in the Plan and the Company’s grant of HREs does not constitute an employment relationship between the Participant and the Company. The Participant has been granted HREs as a consequence of the commercial relationship between the Company and the Employer, and the Employer is the Participant’s sole employer. Based on the foregoing, (a) the Participant expressly recognizes the Plan and the benefits derived from participation in the Plan will not establish any rights between the Participant and the Employer, (b) the Plan and the benefits the Participant may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Employer, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer. 2. Extraordinary Item of Compensation . The Participant expressly recognizes and acknowledges that participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant’s free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Addendum. As such, the Participant acknowledges and agrees that the Company may, in its sole discretion, amend and/or discontinue the Participant’s participation in the Plan at any time and without any liability. The value of the HREs is an extraordinary item of compensation outside the scope of any Participant’s employment contract, if any. The HREs are not part of the Participant’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Employer. 14  BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE HRE. NETHERLANDS 1. Waiver of Termination Rights . As a condition to the grant of the HREs, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company and the Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination. SPAIN 1. Termination . The following provision shall replace Section 9 (i) of the Agreement in its entirety: (i) termination of active employment or other relationship between the Company or the Employer and the Participant for any reason (including termination without cause or unfair dismissal) other than due to the Participant’s death or Disability; 2. Nature of Grant . The following provisions shall replace Section 10(x) of the Agreement in its entirety, and the following new provision shall be added as Section 10(xi) of the Agreement: (x) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive the HREs and vest in the HREs under the Plan, if any, will be determined effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated 15  under local law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her grant of HREs; and (xi) in accepting the grant of HREs, the Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant HREs under the Plan to individuals who may be employees of the Company or its Subsidiaries or affiliated companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliated companies on an ongoing basis. Consequently, the Participant understands that the HREs are granted on the assumption and condition that the HREs and any Shares that may be acquired as a result of the vesting of the HREs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliated companies) and shall not be considered a mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of HREs shall be null and void. Participant Signature: ________________________________________________ Participant Printed Name: ________________________________________________ Date: _______________________________ IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE HRE. UNITED KINGDOM 1. Tax Withholding Obligations . The following provision shall replace Section 6 of the Agreement in its entirety: Regardless of any action the Company or the Employer takes with respect to any or all income tax, primary and secondary Class 1 National Insurance Contributions, payroll tax or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the HREs, 16  including but not limited to, the grant of the HREs, the vesting of the HREs, the subsequent sale of any Shares acquired at vesting or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the HREs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to vesting of the HREs, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer for Tax-Related Items. In this regard, if permissible under local law, the Participant authorizes the Company to sell or arrange for the sale of Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items. The Company will endeavor to sell only the whole number of Shares required to satisfy the Company's and/or the Employer's withholding obligation for Tax-Related Items; however, the Participant agrees that the Company may sell more Shares than necessary to cover the Tax-Related Items. The Committee may also, in lieu of or in addition to the foregoing, at its sole discretion, (i) require the Participant to deposit with the Company or the Employer an amount of cash sufficient to meet his or her obligation for Tax-Related Items, (ii) withhold the required amount from the Participant’s pay during the pay periods next following the date on which any such applicable liability for Tax-Related Items otherwise arises (or withhold the required amount from other amounts payable to the Participant), and/or (iii) if permissible under local law, the Committee may require that the Company withhold a whole number of Shares otherwise deliverable to Participant having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated total obligation for Tax-Related Items associated with any aspect of the HREs. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Participant will be deemed to have been issued the full number of Shares subject to the award of HREs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the award. Finally, the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares due upon vesting of the HREs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section. The Participant hereby consents to any action reasonably taken by the Company to meet his or her obligation for Tax-Related Items. 2. Deemed Loan Provision . The following new provision shall be added as Section 6A of the Agreement: If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount 17  of any uncollected Tax-Related Items shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HM Revenue and Customs Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 6 of the Agreement. Notwithstanding the foregoing, if the Participant is an “Officer” (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934), the terms of this Section 6A shall not apply to the Participant. In the event that Tax-Related Items are not collected from or paid by an Officer Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant agrees that the Company may collect any income tax and National Insurance Contributions due on this additional benefit from the Participant by any of the means set forth in Section 6 of the Agreement. 3. Exclusion of Claim . The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to vest in the Participant’s HREs as a result of such termination (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Participant’s HREs. Upon the grant of the HREs, the Participant shall be deemed to have irrevocably waived any such entitlement. * * * * * 18  TECH DATA CORPORATION (hereinafter called the “Company”) 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the “Plan”) GLOBAL NOTICE OF GRANT AND RESTRICTED STOCK UNIT GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Name/Participant : Type of Grant : Restricted Stock Unit Date of Grant : II. AGREEMENT For valuable consideration, the receipt of which is hereby acknowledged (electronically or using a method accepted by the Company), the Company hereby grants to the Participant a Restricted Stock Unit Grant (hereinafter called the “RSUs”) under Section 7 of the Plan in accordance with the following terms: Section 1. Definitions . Unless otherwise defined herein, the terms defined in this Agreement shall have the same defined meanings as in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The following additional terms shall be defined as follows: “Agreement” means this agreement between the Participant and the Company setting forth the terms and conditions of the grant of RSUs and includes Part I, Notice of Equity Grant and Part II, Agreement. “Date of Grant” means the date on which the RSUs are granted to the Participant, as specified in Part I. “Employer” means the Company or any Subsidiary that employs the Participant on the applicable date. 19 Total Shares Granted :  “Share” means one (1) share of Common Stock. Section 2. Grant . The Participant is hereby granted an award of RSUs under Section 9(b) of the Plan. Each RSU represents the prospective contingent right to receive one Share and will, at all times the Agreement is in effect, be equal in value to one Share. In accordance with Section 9(b) of the Plan, no grant, or a combination of grants, of RSUs to the Participant during a fiscal year shall have a value in excess of two and one-half million dollars ($2,500,000), determined using the Fair Market Value of the Shares underlying the RSUs as of the Date of Grant. Section 3. Vesting . Subject to the provisions of this Agreement, the RSUs shall vest and become payable in Shares in accordance with the following vesting schedule: Unless and until the RSUs vest, the Participant will have no right to payment of any unvested RSUs. Prior to the actual delivery of any of the RSUs that are vested, the RSUs will represent an unsecured obligation of the Company in accordance with Section 16(c) of the Plan. Section 4. Non-Transferability . All rights with respect to the RSUs are exercisable during the Participant’s lifetime only by the Participant and the RSUs may not be transferred, assigned, pledged or hypothecated in any manner other than by will or by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or Rules thereunder. Section 5. Delivery of Shares . (i) General . Subject to the other terms of the Plan and this Agreement, within a reasonable time following each Vesting Date, the Company will issue or cause to be delivered to the Participant (or if any other individual(s) then hold the RSUs, to such individual(s)) the number of Shares the Participant is entitled to receive as a result of the vesting of the RSUs. The Shares shall be registered in the name of the Participant (or the name(s) of the individual(s) that then hold the RSUs, either alone or jointly with another person(s) with rights of survivorship, as such individual(s) shall prescribe in writing or other methods allowed to the Company), and shall in all cases be delivered to the Participant within ten (10) business days following the applicable Vesting Date. Notwithstanding the foregoing, the delivery of Shares upon vesting of an RSU may be delayed if the amount to be paid or delivered is reasonably likely to violate applicable federal, state or non-U.S. 20 Vesting Date Vesting Percentage First Anniversary of Date of Grant 25% Second Anniversary of Date of Grant 25% Third Anniversary of Date of Grant 50%  securities laws; provided, however, that the delivery will occur at the earliest date the Company reasonably anticipates that the distribution will not cause a violation. The delivery of Shares upon vesting of the RSUs shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions provided by Participant (or if any other individual(s) then hold the RSUs, by such other individual(s)). Fractional Shares shall not be issued. Section 6. Tax Withholding Obligations . Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares acquired at vesting or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Finally, the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares due upon vesting of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section. The Participant hereby consents to any action reasonably taken by the Company to meet his or her obligation for Tax-Related Items. Section 7. Changes in Capitalization . The existence of the RSUs shall not affect in any way the right or power of the Company or its stockholders to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the shares subject to RSUs; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or outstanding assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason 21  thereof shall be made with respect to the number of shares of Common Stock subject to the RSUs. Section 8. Rights of Participant . No person shall, by virtue of the granting of the RSUs to the Participant, be deemed to be a holder of any Shares underlying the RSUs or be entitled to the rights or privileges of a holder of such Shares unless and until the RSUs have vested with respect to such Shares and the Shares have been issued pursuant to the vesting of the RSUs. The grant of the RSUs is voluntary and occasional and the Participant shall not by virtue of the granting of the RSUs have any claim or right to be granted RSUs in the future or to participate in any other compensation plan, program or arrangement of the Company or of the Employer, even if RSUs have been granted repeatedly in the past. The granting of the RSUs shall not impose upon the Company or the Employer any obligations to employ or to continue to employ the Participant; and the right of the Company or the Employer to terminate the employment of the Participant shall not be diminished or affected by reason of the fact that the RSUs have been granted to the Participant. Nothing herein contained shall impose any obligation upon the Participant to accept the grant of RSUs. At all times while any portion of the RSUs is outstanding, the Company shall reserve and keep available, out of shares of its authorized and unissued Common Stock or reacquired Shares, a sufficient number of Shares to satisfy the requirements of the RSUs; comply with the terms of the RSUs promptly upon vesting of the RSUs; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs. Section 9. Termination . Subject to Section 8, the outstanding unvested RSUs granted hereunder shall terminate and the Participant shall cease vesting in the RSUs on the earliest to occur of: (i) termination of active employment or other relationship between the Company or the Employer and the Participant for any reason other than due to the Participant’s death or Disability; or (ii) termination of active employment or other relationship between the Company or the Employer and the Participant due to the Participant’s death or Disability within three months of the Date of Grant. An employment relationship between the Company or the Employer and the Participant shall be deemed to exist during any period during which the Participant is actively employed by the Company or by any Subsidiary. Whether authorized leave of absence or absence on military government service shall constitute termination of the employment 22  relationship between the Company or the Employer and the Participant shall be determined by the administrator designated by the Committee at the time thereof and in accordance with local law. In the event of the death or Disability of the Participant during his or her employment relationship with the Company or the Employer, as applicable, and at least three months after the Date of Grant, the RSUs shall become fully vested (all or a portion of the outstanding RSUs) as of the date of the Participant’s death or Disability. In the case of death of a Participant, any Shares due upon vesting will be delivered to the Participant’s executors, administrators or any person(s) to whom the RSUs may be transferred by will or by laws of descent and distribution, in accordance with Section 5 of this Agreement. If, in the event of the Participant’s death, any beneficiary entitled to receive any Shares due upon vesting is a minor or, if in the event of the Participant’s Disability, the Participant is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for any Shares due upon vesting, such Shares will be paid to such person or institution as the Committee may designate or to the duly appointed guardian. Such payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under the Plan. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the RSUs and the terms and conditions governing the RSUs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the RSUs is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. Section 10. Nature of Grant . In accepting the grant, the Participant acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (ii) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company; (iii) the Participant is voluntarily participating in the Plan; (iv) the grant of RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment contract, if any; 23  (v) the grant of RSUs is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (vi) in the event that the Participant is not an employee of the Company, the grant of RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliated company of the Company; (vii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (viii) if the Participant vests in his or her RSUs and obtains Shares, the value of those Shares acquired may increase or decrease in value; (ix) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon vesting of the RSUs resulting from termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will be determined effective as of the date that the Participant is no longer employed by the Employer; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her grant of RSUs. Section 11. Data Privacy . Pursuant to applicable personal data protection laws, the Company and Employer hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the RSUs and participation in the Plan. The collection, use, processing and transfer of personal data is necessary for the Company’s administration of the Plan and participation in the Plan, and the Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. 24  The Company and Employer hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Employer will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan. The Company and the Employer will transfer Data internally as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Employer may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in European Economic Area, or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) the third parties or other recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan. The Participant may, at any time, exercise rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of Data as provided hereunder (in which case, the Participant’s RSUs will be null and void). The Participant 25  may seek to exercise these rights by contacting the Employer’s Human Resources manager or the Company’s Human Resources Department. Section 12. No Compensation Deferrals . Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A of the Code (“Section 409A”). Instead, it is the intent of this Agreement to satisfy the “short- term deferral exemption described in Treas. Reg. §1.409A-1(b)(4). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that no grants (including without limitation, the RSUs) become subject to Section 409A, provided, however, the Company makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to the RSUs. Section 13. Electronic Delivery and Acceptance . The Company may in its sole discretion, decide to deliver any documents related to the RSUs granted under the Plan and participation in the Plan, or future RSUs that may be granted under the Plan, by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or a third party designated by the Company. In addition, if the Participant does not otherwise reject this Award, (in such manner as the Company may specify from time to time in its sole discretion), the Participant shall be deemed to have accepted the Award as of the Date of Grant. Section 14. Government and Other Regulations; Governing Law . The grant of RSUs is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant acknowledges that the Company will not be obligated to issue any Shares hereunder if the grant or vesting thereof or the issuance of such Shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof. The Company shall not be obligated to take any affirmative action in order to cause the vesting of the RSUs or the issuance of Shares pursuant hereto to comply with any such law, regulation, order or provision. As a condition of the grant of the RSUs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan (including, but not limited to, dividends) in accordance with local foreign exchange rules and regulations in the Participant’s country of residence. In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its affiliates, as may be required to allow the Company and its affiliates to comply with local laws, rules and regulations in the Participant’s country of residence. Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence. 26  The RSUs are and shall be subject in every respect to the provisions of the Plan, which is incorporated herein by reference and made a part hereof. The Participant hereby accepts the RSUs subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee or the Board shall be final, binding and conclusive upon the Participant and his heirs and legal representatives. This grant of RSUs shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principle of conflict of laws. For purposes of litigating any dispute arising under this Agreement, the parties hereby agree that such litigation shall be conducted in the courts of Pinellas County, Florida. Section 15. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Section 16. Language . If the Participant is a resident outside of the United States, the Participant acknowledges and agrees by acceptance of the grant of RSUs under the Plan and this Agreement, that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control. Section 17. Private Placement . For non U.S. Participants, the grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities. Section 18. Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are set forth in the applicable addendum to the Agreement (“Addendum”). Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country shall apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of the Agreement. 27  Section 19. Additional Requirements . The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. IN WITNESS WHEREOF , the Company has caused this grant of RSUs to be executed, as of the Date of Grant. TECH DATA CORPORATION By :_/s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky, Chief Executive Officer By:_______________________________________ Holder 28  TECH DATA CORPORATION 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION ADDENDUM TO GLOBAL NOTICE OF GRANT AND RESTRICTED STOCK UNIT GRANT AGREEMENT ________________________________________________________________________ In addition to the terms of the 2009 Equity Incentive Plan of Tech Data Corporation (the “Plan”) and the Global Notice of Grant and Restricted Stock Unit Grant Agreement 2. (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Section 18 of the Agreement, to the extent a Participant relocates residence and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). CANADA 3. Settlement in Shares . Notwithstanding anything to the contrary in the Agreement, Addendum or the Plan, the RSUs shall be settled only in Shares (and may not be settled in cash). DENMARK 29 1. Treatment of RSUs upon Termination of Employment . Notwithstanding any provisions in the Agreement to the contrary, the treatment of the RSUs upon the Participant’s termination of employment shall be governed by the Act on Stock Options in Employment Relations.  FRANCE 2. English Language . The Participant acknowledges and agrees that it is the Participant's express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control. BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE GRANT. 30  ITALY 1. Authorization to Release Necessary Personal Information . The following provision shall replace Section 11 of the Agreement in its entirety: (i) The Participant understands that the Employer and/or the Company hold certain personal information about the Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant is aware that providing the Company with the Data is necessary for the performance of this Agreement and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. (ii) The Controller of personal data processing is Tech Data Corporation, 5350 Tech Data Drive, Clearwater, Florida 33760, U.S.A., and, pursuant to D.lgs 196/2003, its representative in Italy is Tech Data Italia s.r.l . with registered offices at Via Tolstoj 65, 20098 S. Giuliano, Milanese MI, Italy Participant understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Plan, including any transfer required to a broker or other third party with whom Shares acquired pursuant to this grant of RSUs or cash from the sale of such Shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain and transfer such Data for the above mentioned purposes may be located in the Participant’s country, or elsewhere, including outside of the European Union and the recipient’s country may have different data privacy laws and protections than the Participant’s country. The processing activity, including the transfer of the Participant’s personal data abroad, out of the European Union, as herein specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. The Participant understands that Data processing relating to the purposes above specified shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to D.lgs. 196/2003. 31  (iii) The Participant understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that, pursuant to art 7 of D.lgs 196/2003, the Participant has the right, including but not limited to, to access, delete, update, request the rectification of the Data and cease, for legitimate reasons, the Data processing. Furthermore, the Participant is aware that the Data will not be used for direct marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can be addressed by contacting a local representative available at the following address, Via Tolstoj 65, 20098 S. Giuliano, Milanese MI, Italy. 3. Participant Acknowledgment . The Participant hereby confirms that he or she accepts and agrees to the Agreement and the Plan in all respects as of the date the Participant accepts this Agreement. The Participant further acknowledges that he or she has read and specifically and expressly approves of the following provisions of the Agreement: (i) Section 6 addressing the Participant’s responsibility for taxes; (ii) Section 8 addressing the rights of the Participant with respect to the RSUs; (iii) Section 10 containing the Participant’s acknowledgement that the Plan and the grant of the RSUs do not provide the Participant with any entitlement or claim for compensation ; (iv) Section 11 containing the Participant’s authorization for data privacy purposes; (v) Section 13 addressing electronic delivery and acceptance procedures; and (vi) Section 14 stating that the laws of the State of Florida, U.S.A. will govern the Agreement and the Plan and the venue for litigation of any dispute arising under this Agreement will be the courts of Pinellas County, Florida, U.S.A. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE GRANT. 32  MEXICO 3. Commercial Relationship . The Participant expressly recognizes that participation in the Plan and the Company’s grant of RSUs does not constitute an employment relationship between the Participant and the Company. The Participant has been granted RSUs as a consequence of the commercial relationship between the Company and the Employer, and the Employer is the Participant’s sole employer. Based on the foregoing, (a) the Participant expressly recognizes the Plan and the benefits derived from participation in the Plan will not establish any rights between the Participant and the Employer, (b) the Plan and the benefits the Participant may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Employer, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Employer. 4. Extraordinary Item of Compensation . The Participant expressly recognizes and acknowledges that participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant’s free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Addendum. As such, the Participant acknowledges and agrees that the Company may, in its sole discretion, amend and/or discontinue the Participant’s participation in the Plan at any time and without any liability. The value of the RSUs is an extraordinary item of compensation outside the scope of any Participant’s employment contract, if any. The RSUs are not part of the Participant’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Employer. BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. __________________________________ Signature 33  __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE GRANT. NETHERLANDS 34 1. Waiver of Termination Rights . As a condition to the grant of the RSUs, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company and the Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.  SPAIN 1. Termination . The following provision shall replace Section 9 (i) of the Agreement in its entirety: (i) termination of active employment or other relationship between the Company or the Employer and the Participant for any reason (including termination without cause or unfair dismissal) other than due to the Participant’s death or Disability; 2. Nature of Grant . The following provisions shall replace Section 10(x) of the Agreement in its entirety, and the following new provision shall be added as Section 10(xi) of the Agreement: (x) in the event of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will be determined effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of his or her grant of RSUs; and (xi) in accepting the grant of RSUs, the Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or affiliated companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliated companies on an ongoing basis. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares that may be acquired as a result of the vesting of the RSUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliated companies) and shall not be considered a mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or 35  all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of RSUs shall be null and void. Participant Signature: ________________________________________________ Participant Printed Name: ________________________________________________ Date: _______________________________ IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE GRANT. 36  UNITED KINGDOM 1. Tax Withholding Obligations . The following provision shall replace Section 6 of the Agreement in its entirety: Regardless of any action the Company or the Employer takes with respect to any or all income tax, primary and secondary Class 1 National Insurance Contributions, payroll tax or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares acquired at vesting or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to vesting of the RSUs, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer for Tax-Related Items. In this regard, if permissible under local law, the Participant authorizes the Company to sell or arrange for the sale of Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items. The Company will endeavor to sell only the whole number of Shares required to satisfy the Company's and/or the Employer's withholding obligation for Tax-Related Items; however, the Participant agrees that the Company may sell more Shares than necessary to cover the Tax-Related Items. The Committee may also, in lieu of or in addition to the foregoing, at its sole discretion, (i) require the Participant to deposit with the Company or the Employer an amount of cash sufficient to meet his or her obligation for Tax-Related Items, (ii) withhold the required amount from the Participant’s pay during the pay periods next following the date on which any such applicable liability for Tax-Related Items otherwise arises (or withhold the required amount from other amounts payable to the Participant), and/or (iii) if permissible under local law, the Committee may require that the Company withhold a whole number of Shares otherwise deliverable to Participant having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated total obligation for Tax-Related 37  Items associated with any aspect of the RSUs. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Participant will be deemed to have been issued the full number of Shares subject to the award of RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the award. Finally, the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares due upon vesting of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section. The Participant hereby consents to any action reasonably taken by the Company to meet his or her obligation for Tax-Related Items. 2. Deemed Loan Provision . The following new provision shall be added as Section 6A of the Agreement: If payment or withholding of the income tax due is not made within 90 days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HM Revenue and Customs Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 6 of the Agreement. Notwithstanding the foregoing, if the Participant is an “Officer” (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934), the terms of this Section 6A shall not apply to the Participant. In the event that Tax-Related Items are not collected from or paid by an Officer Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant agrees that the Company may collect any income tax and National Insurance Contributions due on this additional benefit from the Participant by any of the means set forth in Section 6 of the Agreement. 3. Exclusion of Claim . The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to vest in the Participant’s RSUs as a result of such termination (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Participant’s RSUs. Upon the grant of the RSUs, the Participant shall be deemed to have irrevocably waived any such entitlement. * * * * * 38  TECH DATA CORPORATION (hereinafter called the “Company”) 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the “Plan”) NOTICE OF GRANT AND GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Unless otherwise defined herein, the terms defined in this notice shall have the same defined meanings as in the Agreement and the Plan. In the event of a conflict between the terms and conditions of this notice and the terms and conditions of the Agreement and the Plan, the terms and conditions of the Agreement and the Plan shall prevail. Name/Holder: Type of Grant: Maximum Value Stock-Settled Appreciation Right Date of Grant: < date> Total Shares Granted: Grant Price : II. AGREEMENT For valuable consideration, the receipt of which is hereby acknowledged (electronically or using a method accepted by the Company), the Company hereby grants to the Holder the following Maximum Value Stock-Settled Stock Appreciation Right (the “MVSSAR”) in accordance with the following terms: Section 1. Definitions . Unless otherwise defined herein, the terms defined in this Agreement shall have the same defined meanings as in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The following additional terms shall be defined as follows: “Agreement” means this agreement between the Holder and the Company setting forth the terms and conditions of the grant of this MVSSAR and includes Part I, Notice of Grant and Part II, Agreement. 39  “Exercise Fair Market Value” means, as of any date, the last sales price for a Share (or if a Share was not traded on such date, on the immediately preceding day on which sales of a Share were reported) as quoted on the NASDAQ National Market, or on any other national exchange registered under the Exchange Act upon which the Common Stock is then listed, for the last market trading day prior to such date. “Grant Price” means the Fair Market Value of a Share on the date on which the MVSSARs are granted to the Holder, as specified in Part I. “Maximum Value per MVSSAR” means the maximum total dollar value of USD$20 that can accrue to the Holder upon the exercise of one MVSSAR such that the Holder is never entitled to receive more than USD$20 upon exercise of one MVSSAR, regardless of the Exercise Fair Market Value on the date of exercise. “Share” means one (1) share of Common Stock. Section 2. Grant of Maximum Value Stock-Settled Stock Appreciation Right . Subject to the terms and conditions hereinafter set forth, including Section 4(f) and the adjustments of Section 7, the Holder is granted MVSSARs at the Grant Price designated in Part I. Each MVSSAR gives the Holder a right to receive the excess, if any, of the Exercise Fair Market Value of a Share on the day one vested MVSSAR is exercised over the Grant Price, but not to exceed the Maximum Value per MVSSAR. Section 3. Vesting of Maximum Value Stock-Settled Stock Appreciation Right . Subject to the provisions of Sections 9 of this Agreement, this MVSSAR shall vest twenty five percent (25%) each year from the Date of Grant. After a portion of the MVSSAR has become exercisable and during the term of this MVSSAR, the Holder shall be entitled to decide whether to exercise the MVSSAR subject to the conditions set forth in Section 4. Section 4. Exercise of Maximum Value Stock -Settled Stock Appreciation Right. (a) Right to Exercise and Term of MVSSAR . This MVSSAR is exercisable in accordance with the vesting schedule set forth in Section 3 of this Agreement. The term of this MVSSAR shall be for ten years from the Date of Grant of this MVSSAR, subject to the provisions of Section 9 of this Agreement. (b) Exercise Payment . Upon any exercise of a vested MVSSAR, the Holder is entitled to receive the exercise payment (subject to Section 6 of this Agreement) which, for each MVSSAR, is calculated as the excess, if any, of the Exercise Fair Market Value of the vested MVSSAR that is exercised over the Grant Price, but not to exceed the Maximum Value per MVSSAR (the “Exercise Payment”). The Exercise Payment will be calculated in reference to each one MVSSAR that is exercised. The aggregate Exercise Payment will be settled in Shares calculated using the Exercise Fair Market Value. 40  (c) Method of Exercise . Exercise of the MVSSAR shall be made by delivery of a “Broker Selection Form” (the form of which shall be determined at the Company’s discretion) by the Holder to the Company, and delivery of a written notice of exercise (or, if the Company permits, by electronic or voice methods) by Holder to the Company or its designate before an exercise, or by delivery of a notice of exercise in any other administrative method prescribed by the Company in the future. In the notice, the Holder must specify the number of MVSSARs that are to be exercised and the share delivery instructions. (d) Automatic Exercise . Notwithstanding Section 4(c), in the event that the Exercise Fair Market Value of the Shares is such that the Exercise Payment a Holder would be entitled to receive is the Maximum Value per MVSSAR, the Holder hereby agrees to the automatic exercise of all vested MVSSARs under this Agreement such that all the MVSSARs which are vested under this Agreement at that time will be exercised and the Shares will be delivered to the Holder as best determined by the Company at its discretion. Upon such exercise, the Holder will be entitled to receive the Exercise Payment calculated in reference to each vested MVSSAR under this Agreement subject to the exercise. (e) Non-Transferability . This MVSSAR is exercisable by the Holder hereof only during the Holder's lifetime and may not be transferred, assigned, pledged or hypothecated in any manner other than by will or by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or Rules thereunder. (f) Minimum MVSSAR Exercise . Holder must exercise a minimum number of MVSSAR such that the aggregate Exercise Payment for all MVSSARs exercised at any one time must at least equal the Exercise Fair Market Value of a Share at exercise. Section 5. Delivery of Shares . Within a reasonable time following the receipt of the notice of exercise of the MVSSAR (where the MVSSAR is exercised voluntarily by the Holder under Section 4(c) above), or, following the automatic exercise of the MVSSAR under Section 4(d) above, the Company will issue or cause to be delivered to the Holder (or if any other individual or individuals are exercising this MVSSAR, to such individual or individuals) the Exercise Payment, i.e., the number of Shares the Holder is entitled to receive as a result of the exercise of the MVSSAR, registered in the name of the Holder (or the name or names of the individual or individuals exercising the MVSSAR, either alone or jointly with another person or persons with rights of survivorship, as the individual or individuals exercising the MVSSAR shall prescribe in writing or other methods allowed to the Company) but in any event, such Shares shall be delivered within ten (10) business days; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions; and provided further that if any law, regulation or order of the Securities and Exchange Commission (the "Commission") or other body having jurisdiction shall require the Company or the Holder (or the individual or individuals exercising this MVSSAR) to take any action in connection with delivery of the Shares, then, subject to the other provisions 41  of this paragraph, the date on which such delivery shall be deemed to have occurred shall be extended for the period necessary to take and complete such action, it being understood that the Company shall have no obligation to take and complete any such action. Fractional Shares shall not be issued pursuant to the exercise of an MVSSAR. Section 6. Tax Withholding Obligations . To meet the obligations of the Company or affiliates of the Company with respect to withholding of any and all income tax (including federal, state and local taxes), social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) under any domestic or foreign federal, state or local statute, ordinance, rule, or regulation in connection with any aspect of the MVSSARs, including, but not limited to, the grant, the vesting and/or the exercise of an MVSSAR into Shares, or the subsequent sale of any Shares acquired at exercise and the receipt of any dividends, the Committee may require that the Company withhold a number of whole Shares otherwise deliverable to Holder having an Exercise Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Holder’s estimated total obligation for Tax-Related Items associated with any aspect of the MVSSAR. The Administrator may also, in lieu of or in addition to the foregoing, at its sole discretion, (i) require the Holder to deposit with the Company an amount of cash sufficient to meet his or her obligation for Tax-Related Items with respect to such Holder, (ii) withhold the required amounts from the Holder’s regular salary/wages during the pay periods next following the date on which any such applicable tax liability otherwise arises, and/or (iii) sell or arrange for the sale of Shares to be issued on the exercise of the MVSSAR to satisfy the Holder’s obligation for Tax-Related Items with respect to such Holders. If the Holder’s and/or the Company’s withholding obligation for Tax-Related Items is satisfied as described in (iii) of this section, the Company will endeavor to sell only the number of Shares required to satisfy the Holder’s and/or the Company’s withholding obligation for Tax-Related Items; however, the Holder agrees that the Company may sell more Shares than necessary to cover the Tax-Related Items. The Company shall not deliver any of the Shares until and unless the Holder has made the deposit required herein or proper provision for required withholding has been made. Further, if the Holder becomes subject to taxation in more than one country between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company or an affiliate of the Company may be required to withhold or account for Tax-Related Items in more than one country. The Holder hereby consents to any action reasonably taken by the Company to meet his or her obligation for Tax-Related Items. Section 7. Changes in Capitalization . The existence of this MVSSAR shall not affect in any way the right or power of the Company or its shareholders to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the shares subject to MVSSARs; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or outstanding assignment of all or any part of the 42  assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of MVSSARs, the Grant Price or the Maximum Value per MVSSAR. Section 8. Rights of Holder . No person shall, by virtue of the granting of this MVSSAR to the Holder, be deemed to be a holder of any Shares underlying this MVSSAR or be entitled to the rights or privileges of a holder of such Shares unless and until this MVSSAR has been exercised with respect to such Shares and the Shares have been issued pursuant to that exercise of this MVSSAR. The Holder shall not by virtue of the granting of this MVSSAR have any claim or right to be granted an MVSSAR in the future or to participate in any other compensation plan, program or arrangement of the Company. The granting of this MVSSAR shall not impose upon the Company any obligations to employ or to continue to employ the Holder; and the right of the Company to terminate the employment of the Holder shall not be diminished or affected by reason of the fact that this MVSSAR has been granted to the Holder. Nothing herein contained shall impose any obligation upon the Holder to exercise this MVSSAR except with respect to the automatic exercise pursuant to Section 4. At all times while any portion of this MVSSAR is outstanding, the Company shall reserve and keep available, out of shares of its authorized and unissued stock or reacquired shares, a sufficient number of Shares to satisfy the requirements of this MVSSAR; comply with the terms of this MVSSAR promptly upon exercise of the MVSSAR; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares pursuant to the exercise of this MVSSAR. Section 9. Termination . The MVSSAR granted hereunder shall terminate on the earliest to occur of: (i) termination of employment for cause or voluntary separation on the part of the Holder without the consent of the Company or Subsidiary; (ii) the expiration of the term of this MVSSAR; or 43  (iii) other than in the case of death of the Holder, approved retirement as determined by the Committee or its designee (“Retirement”) or disability of the Holder within the meaning of Section 22(e) (3) of the Code ("Disability"), 90 days after termination of the employment or other relationship between the Company and the Holder other than as set forth in Section 9(i) above. An employment relationship between the Company and the Holder shall be deemed to exist during any period during which the Holder is employed by the Company or by any Subsidiary. Whether authorized leave of absence or absence on military government service shall constitute termination of the employment relationship between the Company and the Holder shall be determined by the administrator, designated by the Committee at the time thereof. If the Holder’s employment terminates because of a Retirement, the term of this MVSSAR shall then terminate one year following the date on which the Holder’s employment was terminated or if earlier, at the expiration of the term of this MVSSAR. In the event of the death or Disability of the Holder during employment or other relationship with the Company and before the date of expiration of the MVSSAR, the MVSSAR shall become immediately and fully exercisable and the term of this MVSSAR shall then terminate one year following the date of such death or disability or at the expiration of the term of this MVSSAR, if earlier. In the case of death of the Holder, the Holder's executors, administrators or any person or persons to whom this MVSSAR may be transferred by will or by laws of descent and distribution, shall have the right, at any time prior to termination of this MVSSAR, to fully exercise this MVSSAR. Section 10. No Compensation Deferrals . Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A (“Section 409A”) of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that no grants (including without limitation, this MVSSAR) become subject to Section 409A, provided, however, the Company makes no representation that this MVSSAR is not subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to this MVSSAR. Section 11. Electronic Delivery and Acceptance . The Company may in its sole discretion, decide to deliver any documents related to the MVSSAR granted under the Plan, and participation in the plan on future MVSSAR that may be granted under the Plan, by electronic means or to request the Holder’s consent to participate in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and; if requested, to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or another third party designated by the Company. If required by local law or by the Company, the Holder may be required to print out, sign and return to the Company the electronic document and/or this Agreement indicating his or her consent to participate in the Plan. In addition, if the Participant does 44  not otherwise reject this Award, (in such manner as the Company may specify from time to time in its sole discretion), the Participant shall be deemed to have accepted the Award as of the Date of Grant. Section 12. Government and Other Regulations; Governing Law . This MVSSAR is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Holder agrees that he or she will not exercise this MVSSAR granted hereby nor will the Company be obligated to issue any Shares hereunder if the grant, vesting or exercise thereof or the issuance of such Shares, as the case may be, would constitute a violation by the Holder or the Company of any such law, regulation or order or any provision thereof. The Company shall not be obligated to take any affirmative action in order to cause the exercise of this MVSSAR or the issuance of Shares pursuant hereto to comply with any such law, regulation, order or provision. This MVSSAR is and shall be subject in every respect to the provisions of the Plan, which is incorporated herein by reference and made a part hereof. The Holder hereby accepts this MVSSAR subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee or the Board shall be final, binding and conclusive upon the Holder and his heirs and legal representatives. This MVSSAR shall be governed by and construed in accordance with the laws of the State of Florida without regard to its principle of conflict of laws. For purposes of litigating any dispute arising under this Agreement, the parties hereby agree that such litigation shall be conducted in the courts of Pinellas County, Florida. Section 13. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Holder and the Holder's beneficiaries, executors or administrators. Section 14. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Section 15. Holder's Acknowledgment and Agreement . By accepting the grant of this MVSSAR, the Holder acknowledges that the Holder has read the Agreement and the Plan and the Holder specifically accepts and agrees to the provisions therein. 45  IN WITNESS WHEREOF , the Company has caused this MVSSAR to be executed, as of the Date of Grant. TECH DATA CORPORATION By: _/s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky, Chief Executive Officer By:_______________________________________ Employee 46  Exhibit 21-A  Name of Subsidiary State or Country of Incorporation 1250895 Ontario Ltd Canada A.V.C Nederland B.V. Netherlands Azlan European Finance Limited UK (non trading) Azlan GmbH Germany (dormant) Azlan Group Limited UK (non trading) Azlan Limited UK Azlan Logistics Limited UK Azlan Overseas Holdings Ltd. UK (non trading) Azlan Scandinavia AB Sweden Computer 2000 Distribution Ltd. UK Datatechnology Datech Ltd. UK (non trading) Datech 2000 Ltd. UK (non trading) FCB Nominees Limited UK Frontline Distribution Ltd. UK (non trading) Frontline Distribution (Ireland) Ltd. Ireland (non trading) Hakro-Ooseterberg-Nijkerk B.V. Netherlands Horizon Technical Services (UK) Limited UK (non trading) Horizon Technical Services AB Sweden (dormant) Hotlamps Limited UK (non trading) ISI Distribution Ltd. UK Managed Training Services Limited UK (non trading) Maneboard Ltd UK (non trading) Maverick Presentation Products Limited UK (non trading) Quadrangle Technical Services Limited UK (non trading) Screen Expert Limited UK UK (non trading) Specialist Distribution Group (SDG) Limited UK Tech Data Brasil, Ltda Brazil TD Facilities, Ltd. (Partnership) Texas TD Fulfillment Services, LLC Florida TD Tech Data AB Sweden TD Tech Data Portugal Lda Portugal TD United Kingdom Acquisition Limited UK Tech Data (Netherlands) B.V. Netherlands Tech Data (Schweiz) GmbH Switzerland Tech Data bvba/sprl Belgium Tech Data Canada Corporation Canada – Nova Scotia Tech Data Chile S.A. Chile Tech Data Colombia S.A.S. Colombia Tech Data Corporation (“TDC”) Florida Tech Data Denmark ApS Denmark Tech Data Deutschland GmbH Germany (non trading) Tech Data Distribution s.r.o. Czech Republic Tech Data Education, Inc. Florida Tech Data Espana S.L.U. Spain Tech Data Europe GmbH Germany Tech Data Europe Services and Operations, S.L. Spain Tech Data European Management GmbH Germany Tech Data Finance Partner, Inc. Florida  At January 31, 2014, all subsidiaries are directly or indirectly owned at least 99% by Tech Data Corporation. Tech Data Finance SPV, Inc. Delaware Tech Data Financing Corporation Cayman Islands Tech Data Finland OY Finland Tech Data Florida Services, Inc. Florida Tech Data France Holding Sarl France Tech Data France S.A.S France Tech Data GmbH & Co OHG Germany Tech Data Information Technology GmbH Germany (non trading) Tech Data Global Finance LP Cayman Islands Tech Data International Sárl Switzerland Tech Data Italia s.r.l. Italy Tech Data Latin America, Inc. Florida Tech Data Limited UK (non trading) Tech Dara Lux Finance Sarl Luxembourg Tech Data Luxembourg Sárl Luxembourg Tech Data Management GmbH Austria Tech Data Marne SNC France Tech Data Mexico S. de R. L. de C. V. Mexico Tech Data Midrange GmbH Germany (non trading) Tech Data Mobile Acquisition Limited (formerly known as Brightstar Acquisition Limited) UK Tech Data Mobile Austria, GmbH (formerly known as AKL Telecommunications GmbH) Austria Tech Data Mobile Belgium, BVBA (formerly known as M.C.C Belgium BVBA) Belgium Tech Data Mobile Cooperatief WA (formerly known as Brightstar Cooperatief W.A.) Netherlands Tech Data Mobile Limited (formerly known as Brightstar Europe Limited) UK Tech Data Mobile Netherlands B.V. (formerly known as M.C.C BV) Netherlands Tech Data Nederland B.V. Netherlands Tech Data Norge AS Norway Tech Data Operations Center, SA Costa Rica Tech Data Österreich GmbH Austria Tech Data Peru S.A.C. Peru Tech Data Polska Sp.z.o.o. Poland Tech Data Product Management, Inc. Florida Tech Data Resources, LLC Delaware Tech Data Service GmbH Austria Tech Data Servicios, S. de R.L. de C.V. Mexico Tech Data Strategy GmbH Germany Tech Data Tennessee, Inc. Florida Tech Data Uruguay S.A. Uruguay Triade Holding B.V. Netherlands  Exhibit 23-A Consent of Independent Registered Certified Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements of Tech Data Corporation: (1) Registration Statement (Form S-8 No. 33-161687) pertaining to the 2009 Equity Incentive Plan (2) Registration Statement (Form S-8 No. 33-144298) pertaining to the Amended and Restated 2000 Equity Incentive Plan (3) Registration Statement (Form S-8 No. 33-62181) pertaining to the 1995 Non-employee Director Stock Option Plan (4) Registration Statement (Form S-8 No. 33-60479) pertaining to the 1995 Employee Stock Purchase Plan of our reports dated April 9, 2014 with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Tech Data Corporation, included in this Annual Report (Form 10-K) for the year ended January 31, 2014. /s/ Ernst & Young LLP Tampa, Florida April 9, 2014  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, Robert M. Dutkowsky, certify that: Date: April 9, 2014 1. I have reviewed this annual report on Form 10-K of Tech Data Corporation (the “registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer  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, Jeffery P. Howells, certify that: Date: April 9, 2014 1. I have reviewed this annual report on Form 10-K of Tech Data Corporation (the “registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ J EFFERY P. H OWELLS Jeffery P. Howells Executive Vice President and Chief Financial Officer  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, Robert M. Dutkowsky, 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: Date: April 9, 2014 (i) The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and (ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer  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, Jeffery P. Howells, Executive Vice President and 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: Date: April 9, 2014 (i) The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and (ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ J EFFERY P. H OWELLS Jeffery P. Howells Executive Vice President and Chief Financial Officer 

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