Tech Data Annual Report 2017

Plain-text annual report

TECH DATA CORP FORM 10-K (Annual Report) Filed 03/30/17 for the Period Ending 01/31/17 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 & Electronics Retailers Sector Consumer Cyclicals Fiscal Year 01/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31, 2017OR¨TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to .Commission File Number 0-14625 TECH DATA CORPORATION(Exact name of Registrant as specified in its charter) Florida59-1578329(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number)5350 Tech Data DriveClearwater, Florida33760(Address of principal executive offices)(Zip Code)(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 shareSecurities 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 x 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 ¨ No xIndicate 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 x No ¨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 postedpursuant 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 suchfiles). Yes x No ¨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. ¨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 “acceleratedfiler”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated FilerxAccelerated Filer¨ Non-accelerated Filer¨Smaller Reporting Company Filer¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No xAggregate market value of the voting stock held by non-affiliates was $2,700,010,239 based on the reported last sale price of common stock on July 31, 2016 which is the last businessday 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.ClassMarch 15, 2017Common stock, par value $.0015 per share38,012,882 DOCUMENTS INCORPORATED BY REFERENCEThe registrant’s Proxy Statement for use at the Annual Meeting of Shareholders to be held on June 7, 2017, is incorporated by reference in Part III of this Form 10-K to theextent stated herein. 1Table of ContentsTABLE OF CONTENTS PART I ITEM 1.Business3ITEM 1A.Risk Factors10ITEM 1B.Unresolved Staff Comments13ITEM 2.Properties13ITEM 3.Legal Proceedings13ITEM 4.Mine Safety Disclosures14 PART II ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities15ITEM 6.Selected Financial Data18ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk43ITEM 8.Financial Statements and Supplementary Data44ITEM 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure71ITEM 9A.Controls and Procedures71ITEM 9B.Other Information74 PART III ITEM 10Directors, Executive Officers and Corporate Governance74ITEM 11Executive Compensation74ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters75ITEM 13Certain Relationships and Related Transactions, and Director Independence75ITEM 14.Principal Accountant Fees and Services75 PART IV ITEM 15.Exhibits, Financial Statement Schedules76 Signatures83Exhibits Certifications 2Table of ContentsPART IITEM 1. Business.In this report, we use the terms "Tech Data,” "we," "our," "us" or the “Company” to refer to Tech Data Corporation and its consolidated subsidiaries. Because thisreport relates to a period ending prior to the consummation of our acquisition of Avnet Inc.'s Technology Solutions business ("TS"), except as expressly noted,this report, including the discussion of our business below, does not give effect to the TS acquisition.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 supplychain by bringing products from the world’s leading technology vendors to market, as well as providing our customers with advanced logistics capabilities andvalue-added services. Our customers include approximately 105,000 value-added resellers (“VARs”), direct marketers, retailers and corporate resellers whosupport the diverse technology needs of end users. We sell to customers in more than 100 countries throughout North America, South America, Europe, theMiddle East and Africa. The two primary geographic markets we serve are the Americas and Europe. For a discussion of our geographic reporting segments,see Item 8, "Financial Statements and Supplementary Data.”Some of our key financial objectives are to gain share in select product areas in the geographies in which we operate and to improve operating income bygrowing gross profit faster than operating costs. In addition, we focus on deploying the right level of capital that yields solid operating cash flow generation and areturn on invested capital that is above our weighted average cost of capital. To achieve this, we are focused on a strategy of execution, diversification andinnovation that we believe differentiates our business in the marketplace.Execution is fundamental to our business success. We have 22 logistics centers where each day, tens of millions of dollars of technology products are receivedfrom vendors, picked and packed and shipped to our customers. Products are generally shipped from regionally located logistics centers the same day theorders are received. In addition, execution is marked by a high level of service provided to our customers through our company’s technical, sales and marketingsupport, electronic commerce tools, product integration services and financing programs.Our diversification strategy seeks to continuously remix our product, customer and services portfolios towards higher growth and higher return market segmentsthrough organic growth initiatives and acquisitions. We believe that as converged and hyperconverged infrastructure, data analytics, cloud computing, mobility,the Internet of Things ("IoT") and other potentially disruptive factors transform the way technology is used and delivered, we will leverage our highly efficientinfrastructure to capture new market opportunities in our strategic focus areas of data center, software, mobility, consumer electronics, integrated supply chainservices and other value-added service offerings.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 effectivelynavigate fluctuations in market conditions, structural changes in the technology industry, as well as changes created by products we sell. These IT systems ande-business tools and programs have also worked to strengthen our vendor and customer relationships, while at the same time improving the efficiency of thesebusiness partners.We believe our strategy of execution, diversification and innovation will continue to strengthen our value proposition with vendor partners and reseller customerswhile 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 mainframecomputers directly to end users. With the advent of microcomputer dealers, we made the transition to a wholesale distributor in 1984 by broadening our productline to include hardware products and withdrawing entirely from end-user sales.From fiscal 1989 through fiscal 2012, we expanded geographically through the acquisitions of several distribution companies in both the Americas and Europe,strengthening our position in certain product and customer segments. Additionally, in fiscal 2008, we established a joint venture in Europe with Brightstar Corp.("Brightstar"), one of the world's largest wireless products distributors and supply chain solutions providers, to distribute mobile phones and other wirelessdevices to a variety of customers including mobile operators, dealers, agents, retailers and e-tailers in certain European markets. In fiscal 2013, we acquiredBrightstar’s fifty percent ownership interest in this joint venture.In fiscal 2013, we completed the acquisition of several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm ofSpecialist Computer Holdings PLC, a privately-held IT services company headquartered in the United Kingdom. The acquisition of SDG supports the Company’sdiversification strategy by strengthening its European data center and broadline offerings in key markets and expanding the Company’s vendor and customerportfolios, while leveraging the Company’s existing pan-European infrastructure.3Table of ContentsDuring fiscal 2016, we completed the sale of our business operations in Chile and Peru and also completed our plan to exit our business operations in Uruguayas we did not believe these operations would generate consistently acceptable returns on invested capital. In fiscal 2016, we also completed the acquisition ofSignature Technology Group, Inc. ("STG"), a partner-led provider of data center and professional services throughout North America.On September 19, 2016, we entered into an interest purchase agreement with Avnet, Inc. (“Avnet”) to acquire Avnet's Technology Solutions business. Theacquisition of TS was completed on February 27, 2017, subsequent to the end of our fiscal 2017. We acquired TS for an aggregate purchase price ofapproximately $2.672 billion, comprised of approximately $2.425 billion in cash and 2,785,402 shares of Tech Data's common stock, with the cash considerationsubject to certain working capital and other adjustments. TS delivers technology services, software, hardware and solutions across the data center. We believethe TS acquisition diversifies our end-to-end solutions, deepens our value added capabilities and balances our solutions portfolio. The addition of TS alsoextends our geographic reach into the Asia-Pacific region while broadening our capabilities in Europe and the Americas, including re-entering Latin America witha focus on the delivery of new technologies that drive and complement the data center in this market. The combined business extends our operations into fortycountries spread across five continents with approximately 14,000 employees.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 IT resellers makes it cost efficient for vendors to rely on wholesale distributors to serve thisdiverse 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 ofservices, including multi-vendor solutions, product configuration/integration, marketing support, financing, technical support and inventory management, whichincludes 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 leverage purchasing costs across multiple vendors to satisfy a significant portion of theresellers' 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 selldirectly to resellers or end-users for particular customer and product segments, we believe that a vast majority of vendors continue to embrace traditionaldistributors 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 thelogistics expertise of distributors to penetrate large and highly fragmented markets such as the small- and medium-sized business (“SMB”) sector, which relieson VARs, our primary customer base, to gain access to and support for new technology. The economies of scale and global reach of large well-capitalizeddistributors are expected to continue to be significant competitive advantages in this marketplace.PRODUCTS AND VENDORSWe distribute and market hundreds of thousands of products from approximately 1,000 of the world’s leading technology hardware suppliers, networkingequipment suppliers, software publishers and other suppliers of technology peripherals, consumer electronics, digital displays and mobile phone hardware andaccessories. These products are typically purchased directly from the vendor on a non-exclusive basis. Conversely, our vendor agreements do not restrict usfrom 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 toterminate or curtail sales of one product line in favor of another due to technological change, pricing considerations, product availability, customer demand orvendor distribution policies. Overall, we believe that our diversified and evolving product and solutions 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 solutions. However, from time to time, the demandfor certain products that we sell exceeds the supply available from the vendor. In such cases, we generally receive an allocation of the available products. Webelieve 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 allowtermination by either party upon a short notice period. In most instances, a vendor who elects to terminate a distribution agreement will repurchase the vendor’sproducts carried in the distributor’s inventory.Many 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 fordeclines in inventory value resulting from the vendor’s price reductions. Along4Table of Contentswith our inventory management policies and practices, these provisions reduce our risk of loss due to slow-moving inventory, vendor price reductions, productupdates 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 willcontinue or that they will adequately protect us against declines in inventory value. We sell products in various countries throughout the world, and productcategories may vary from region to region. Our consolidated revenue mix may fluctuate between and within our operating segments as well as within our productcategories. These fluctuations can be influenced by our diversification strategies, new product offerings and supply and demand fluctuations within our operatingregions.Our product mix is divided into five strategic focus product categories, which are primarily comprised of the following products:Broadlinenotebooks, tablets, desktops, printers, printer supplies and componentsData centerindustry standard servers, proprietary servers, networking and storageSoftwarevirtualization, cloud, security, desktop applications, operating systems and utilities softwareMobilitymobile phones and accessoriesConsumer electronicsTV's, digital displays, consumer audio-visual devices and network-attached consumer devicesOur consolidated net sales for fiscal 2017, 2016 and 2015 within our strategic focus product categories approximated the following:Year ended January 31: 2016 2015Broadline 46% 47%Data center 22% 22%Software 18% 18%Mobility 11% 10%Consumer electronics 3% 3%5Table of ContentsMAJOR VENDORSThe following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of our consolidated net sales for fiscal2017, 2016 and 2015 (as a percent of consolidated net sales): 201720162015Apple, Inc.20%20%15%HP Inc.13% Hewlett-Packard Company (a) 13%19%Cisco Systems, Inc.10% (a) Effective November 1, 2015, Hewlett-Packard Company split into two companies, HP Inc. and Hewlett Packard Enterprise. Amounts presented for fiscalyears 2016 and 2015 represent the sales generated from products purchased from Hewlett-Packard Company prior to the split.CUSTOMERS AND SERVICESOur products are purchased directly from vendors in significant quantities and are marketed to an active reseller base of approximately 105,000 VARs, directmarketers, retailers and corporate resellers. No single customer accounted for more than 10% of our net sales during fiscal 2017, 2016 and 2015 .The market for VARs is attractive because VARs generally rely on distributors as their principal source of technology products and the related financing for theproducts. This reliance is due to VARs typically not wanting to invest the resources to establish a large number of direct purchasing relationships or stocksignificant product inventories. Direct marketers, retailers and corporate resellers may establish direct relationships with vendors for their highest volumeproducts, 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 ourtraining and technical support, suite of electronic commerce tools, customized shipping documents, product configuration/integration services and access toflexible financing programs. We also provide services to our vendors by providing them the opportunity to participate in a number of special promotions andmarketing services targeted to the needs of our resellers.As part of our aforementioned diversification strategy, our other strategic areas of focus for the company are integrated supply chain services designed toprovide innovative third party logistics and other service offerings to our business partners, as well as value-added, professional services designed to augmentour customers' technical capabilities. Service revenues were less than 10% of our consolidated net sales during fiscal 2017, 2016 and 2015 .We provide our vendors with access to one of the largest bases of resellers throughout the Americas and Europe, delivering products to those resellers from our22 regionally located logistics centers. We have located our logistics centers near our customers which enables us to deliver products on a timely basis, therebyreducing the customers’ need to invest in inventory (see also Item 2, "Properties" for further discussion of our locations and logistics centers).SALES AND ELECTRONIC COMMERCEOur sales team consists of field sales and inside telemarketing sales representatives. The sales representatives are provided comprehensive training on ourpolicies and procedures, the technical specifications of products and attend product seminars offered by our vendors. Field sales representatives are typicallylocated in major metropolitan areas in their respective geographies and are supported by inside telemarketing sales teams covering a designated territory. Ourteam concept provides a strong personal relationship between our customers’ representatives and Tech Data. Customers typically call our inside sales teams ondedicated 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 toplace orders, or check order status, inventory availability and pricing. Certain of our larger customers have electronic data interchange ("EDI") services availablewhereby orders, order acknowledgments, invoices, inventory status reports, customized pricing information and other industry standard EDI transactions areconsummated online, which improves efficiency and timeliness for the Company and our customers.6Table of ContentsCOMPETITION 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 wellas 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 theseareas.We compete against several distributors in the Americas market, including broad-based IT product distributors such as Ingram Micro Inc. ("Ingram Micro"),Synnex Corp. ("Synnex"), and to a lesser extent, more specialized distributors such as Arrow Electronics, Inc. (“Arrow”) and prior to the acquisition of TS, Avnet,Inc. (“Avnet”), along with some regional and local distributors. The competitive environment in Europe is more fragmented, with market share spread amongseveral regional and local competitors such as ALSO Holding and Esprinet, as well as international distributors such as Ingram Micro, Westcon Group, Inc.,Arrow and prior to the acquisition of TS, Avnet.The Company also faces competition from companies entering or expanding into the logistics and product fulfillment and e-commerce supply chain servicesmarket. Additionally, certain direct sales relationships between manufacturers, resellers and end-users continue to introduce change into the competitivelandscape of our industry. As we expand our business into new areas, we may face increased 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 broadcustomer base and serve them in a highly cost-effective and efficient manner. Our logistics capabilities, as well as our sales and marketing, credit and productmanagement expertise, allow our vendors to expand their market coverage while lowering their selling, inventory and fulfillment costs.EMPLOYEES On January 31, 2017 , we had approximately 9,500 employees (as measured on a full-time equivalent basis). Certain of our employees in various countriesoutside of the United States are subject to laws providing representation rights to employees through workers' councils. Our success depends on the talent anddedication of our employees and we strive to attract, hire, develop and retain outstanding employees. We believe significant benefits are realized from having astrong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with ouremployees to be good.FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALESWe operate predominately in a single industry segment as a distributor of technology products, logistics management and other value-added services. While weoperate primarily in one industry, we manage our business in two geographic segments: Americas and Europe.Over the past several years, we have expanded our presence in certain existing markets and exited certain markets based upon our assessment of, amongother factors, our earnings potential and the risk exposure in those markets, including foreign currency exchange, regulatory and political risks. To the extent wedecide to close any of our operations, we may incur charges and operating losses related to such closures and recognize a portion of our accumulated othercomprehensive 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 MANAGEMENTWe manage our inventories in a manner that allows us to maintain sufficient quantities to achieve high order fill rates while attempting to stock only thoseproducts 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 beimpacted adversely by suppliers’ price reductions or by technological changes affecting the usefulness or desirability of the products comprising the inventory.Our contracts with many of our vendors provide price protection and stock rotation privileges to reduce the risk of loss due to manufacturer price reductions andslow 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 havethe right to rotate a certain percentage of purchases, subject to certain limitations. Historically, price protection and stock rotation privileges, as well as ourinventory 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 oneach customer’s payment history and other relevant information. In certain countries, we have obtained credit insurance that insures a percentage of the creditextended by us to certain customers against possible loss. The Company also has arrangements with certain finance companies that provide inventory financingfacilities to our customers as an additional approach to mitigate credit risk. Certain of the Company’s vendors subsidize these financing arrangements for thebenefit of our customers. Customers who qualify for credit terms are typically granted net 30-day payment terms in the Americas. While credit terms in Europevary 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 andcash-on-delivery basis.7Table of ContentsADDITIONAL INFORMATION AVAILABLEWe are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. We therefore file our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and other documents with the Securities and Exchange Commission (the“SEC”). Such reports may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. Information on theoperation of the Public Reference Room can be obtained by calling the SEC at (800) SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov)that contains reports, proxy and information statements and other information.Our principal Internet address is www.techdata.com . We make available free of charge, through our website, our Annual Report on Form 10-K, QuarterlyReports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after they are electronically filedwith, or furnished to, the SEC. Information on Tech Data’s website is not incorporated into this Form 10-K or the Company’s other securities filings and is not apart of them.EXECUTIVE OFFICERSThe 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 30, 2017:Name Age Title Robert M. Dutkowsky 62 Chief Executive OfficerCharles V. Dannewitz 62 Executive Vice President, Chief Financial OfficerRichard T. Hume 57 Executive Vice President, Chief Operating OfficerJohn A. Tonnison 48 Executive Vice President, Chief Information OfficerDavid R. Vetter 57 Executive Vice President, Chief Legal OfficerBeth E. Simonetti 51 Executive Vice President, Chief Human Resources OfficerJoseph H. Quaglia 52 President, AmericasPatrick Zammit 50 President, EuropeAlain Amsellem 57 Senior Vice President, Chief Financial Officer, EuropeJoseph B. Trepani 56 Senior Vice President, Chief Financial Officer, AmericasJeffrey L. Taylor 50 Senior Vice President, Corporate ControllerRobert 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 - IBMAsia/Pacific. Prior to joining Tech Data, Mr. Dutkowsky served as President, CEO, and Chairman of the Board of Egenera, Inc. (a software and virtualizationtechnology company), from 2004 until 2006, and served as President, CEO, and Chairman of the Board of J.D. Edwards & Co., Inc. (a software company) from2002 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 VicePresident, Markets and Channels, at EMC Corporation before being promoted to President, Data General, in 1999. Mr. Dutkowsky holds a Bachelor of Sciencein Industrial and Labor Relations from Cornell University.Charles V. Dannewitz, Executive Vice President, Chief Financial Officer , joined the Company in February 1995 as Vice President of Taxes. He waspromoted to Senior Vice President of Taxes in March 2000, and assumed responsibility for worldwide treasury operations in July 2003. In February 2014, hewas appointed Senior Vice President, Chief Financial Officer, Americas. In June 2015, he was promoted to Executive Vice President, Chief Financial Officer.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 CertifiedPublic Accountant and holds a Bachelor of Science in Accounting from Illinois Wesleyan University.Richard T. Hume, Executive Vice President, Chief Operating Officer, joined the Company in March 2016 as Executive Vice President, Chief OperatingOfficer. Prior to his appointment at the Company, Mr. Hume was employed for more than thirty years at IBM. Most recently, from January 2015 to February2016, Mr. Hume served as General Manager and Chief Operating Officer of Infrastructure and Outsourcing. Prior to that position, from January 2012 to January2015, Mr. Hume served as General Manager, Europe where he led IBM’s multi-brand European organization. From 2008 to 2011, Mr. Hume served as GeneralManager, Global Business Partners, directing the growth and channel development initiatives for IBM’s Business Partner Channel. Mr. Hume holds a Bachelorof Science in Accounting from Pennsylvania State University.John A. Tonnison, Executive Vice President, Chief Information Officer , joined the Company in March 2001 as Vice President, Worldwide E-Business andwas promoted to Senior Vice President of IT Americas in December 2006. In February 2010, he was appointed Executive Vice President, Chief InformationOfficer. 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 2006.8Table of ContentsDavid R. Vetter, Executive Vice President, Chief Legal Officer , joined the Company in June 1993 as Vice President, General Counsel and was promoted toCorporate Vice President, General Counsel in April 2000. In March 2003, he was promoted to Senior Vice President, and effective July 2003, was appointedSecretary. In January 2017, Mr. Vetter was promoted to Executive Vice President, Chief Legal Officer. Prior to joining the Company, Mr. Vetter was employed bythe 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 andholds Bachelor of Arts degrees in English and Economics from Bucknell University and a Juris Doctorate Degree from the University of Florida.Beth E. Simonetti, Executive Vice President, Chief Human Resources Officer , joined the company in September 2015 as Senior Vice President, ChiefHuman Resources Officer and was promoted to Executive Vice President in January 2017. Prior to joining Tech Data, Ms. Simonetti served as Senior VicePresident, Human Resources at Baker & Taylor, Inc. since 2010. Previously, she was an executive search consultant and was with Cardinal Health for 12 yearsin various HR leadership positions. Ms. Simonetti holds a Bachelor of Science degree from Miami University in Ohio and a Masters of Hospital and HealthServices Administration from Ohio State University.Joseph H. Quaglia, President, Americas, joined the Company in May 2006 as Vice President, East and Government Sales and was promoted to Senior VicePresident of U.S. Marketing in November 2007. In February 2012, he was appointed to the additional role of President, TDMobility and he was promoted toPresident, Americas in November 2013. Prior to joining the Company, Mr. Quaglia held senior management positions with CA Technologies, StorageNetworksInc. and network software provider Atabok. Mr. Quaglia holds a Bachelor of Science in Computer Science from Indiana State University and an M.B.A. fromButler University.Patrick Zammit, President, Europe, joined the Company in February 2017 through Tech Data's acquisition of Avnet’s Technology Solutions business asPresident, Europe. Prior to his appointment at the Company, Mr. Zammit was employed for more than twenty years at Avnet, Inc. Most recently, from January2015 to January 2017, Mr. Zammit served as Global President of Avnet Technology Solutions. Prior to that position, from October 2006 until January 2015, Mr.Zammit served as President of Avnet Electronics Marketing EMEA. From 1993 to 2006, Mr. Zammit served in management positions of increasingresponsibilities. Prior to joining Avnet, Mr. Zammit was employed by Arthur Andersen from 1989 to 1993. Mr. Zammit holds a Masters in Business Administrationequivalent from Paris Business School ESLSCA.Alain Amsellem, Senior Vice President, 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 September 1999 when he was promoted to France Managing Director. 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. InFebruary 2014, he was appointed Senior Vice President, Chief Financial Officer, Europe. Mr. Amsellem is a Chartered Accountant and holds a degree inmanagement and chartered accountancy from Paris Dauphine University.Joseph B. Trepani, Senior Vice President, Chief Financial Officer, Americas , joined the Company in March 1990 as Controller and held the position ofDirector of Operations from October 1991 through January 1995. In February 1995, he was promoted to Vice President, Worldwide Controller and to Senior VicePresident, Corporate Controller in March 1998. In June 2015, he was appointed Senior Vice President, Chief Financial Officer, Americas. Prior to joining theCompany, 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 in Accounting from Florida State University.Jeffrey L. Taylor, Senior Vice President, Corporate Controller , joined the Company in May 2007 and held the position of Vice President, CorporateAccounting through April 2011. Mr. Taylor rejoined the Company in October 2012 serving in the same capacity until July 2013 when he was appointed VicePresident, Assistant Corporate Controller. In June 2015 he was promoted to Senior Vice President, Corporate Controller. Prior to rejoining the Company inOctober 2012, Mr. Taylor served in executive financial management with a value-added reseller and previously was employed by Deloitte & Touche ("Deloitte")from 1992 to 2003, most recently as Audit Partner in Russia and including three years in Deloitte's U.S. national office in the Quality Assurance and SECServices groups. Mr. Taylor holds a Bachelor of Science in Accounting from San Diego State University.9Table of ContentsITEM 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 inconnection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual resultsand conditions to differ materially from those projected in the forward-looking statements. Before you buy our common stock or other securities, you should knowthat making such an investment involves risks, including the risks described below. The risks that have been highlighted below are not the only risks of ourbusiness. 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 ofour 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 differmaterially 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 reductionefforts taking effect.High levels of unemployment in some of the markets we serve, as well as austerity measures that may be implemented by governments in those markets, canconstrain economic growth resulting in lower demand for the products and services we sell. When we experience a rapid decline in demand for products weexperience more difficulty in achieving the gross profit and operating profit we desire due to the lower sales and increased pricing pressure. The economicenvironment may also result in changes in vendor terms and conditions, such as rebates, cash discounts and cooperative marketing efforts, which may alsoresult 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 theextent we cannot reduce costs to offset such decline in gross profits, our operating profits typically deteriorate. The benefits from cost reductions may also takelonger 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, thevaluations we develop for purposes of our goodwill impairment test may be adversely affected, potentially resulting in impairment charges. Deterioration in thefinancial and credit markets heightens the risk of customer bankruptcies and delays in payment. Future deterioration in the credit markets could result in reducedavailability of credit insurance to cover customer accounts. This, in turn, may result in our reducing the credit lines we provide to customers, thereby having anegative impact on our net sales.Our competitors can take more market share by reducing prices on 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 onproduct availability, credit terms and availability, price, effectiveness of information systems and e-commerce tools, speed of delivery, ability to tailor specificsolutions to customer needs, quality and depth of product lines and training, service and support. Our customers are not required to purchase any specificvolume 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 indetermining when to reduce price to maintain market share and sales volumes and when to allow our sales volumes to decline to maintain the quality of ourprofitability. The Company competes with a variety of regional, national and international wholesale distributors, some of which may have greater financialresources than the Company.We are dependent on internal information and telecommunications systems, and any failure of these systems, including system security breaches,data protection breaches or other cybersecurity attacks, may negatively impact our business and results of operations. The Company is highly dependent upon its internal information and telecommunications systems to operate its business. Failures of our internal information ortelecommunications systems may prevent us from taking customer orders, shipping products and billing customers. Sales may also be impacted if ourcustomers are unable to access our pricing and product availability information.Additionally, the IT security landscape is constantly changing with increasing risks of cybercrime including phishing, social engineering, attempts to overload ourservers with denial-of-service attacks, or similar disruptions from unauthorized access to our systems that could cause critical data loss or the disclosure or useof personal or other confidential information. Outside parties may attempt to fraudulently induce employees to disclose personally identifiable information orother confidential information which could expose us to a risk of loss or misuse of this information. If the Company were to experience a security breakdown,disruption or breach that compromised sensitive information, it could harm our relationships with vendors and customers. The occurrence of any of these eventscould have a negative impact on our business and results of operations.We may 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 orinability of these shipping companies to deliver products or the unavailability of their shipping services, even temporarily, may have an adverse effect on theCompany's business.10Table of ContentsIf our vendors do not continue to provide price protection for inventory we purchase from them, our profit from the sale of that inventory maydecline.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 ofmany 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. Noassurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect theCompany 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 invendor terms or conditions of sale by our largest vendors may negatively affect our net sales and operating profit.The Company receives a significant percentage of revenues from products it purchases from certain vendors, such as Apple, Inc., HP Inc. and Cisco SystemsInc. These vendors have significant negotiating power over us and rapid, significant and adverse changes in sales terms and conditions, such as reducing theamount 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 wecan 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 isunable 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 anyof the Company's key vendors, a change in their strategy (such as increasing direct sales), the merger or reorganization of significant vendors or significantchanges in terms on their products may adversely affect the Company's business.We conduct business in countries outside of the United States, which exposes us to fluctuations in foreign currency exchange rates that result inlosses in certain periods.Approximately 64%, 65% and 68% of our net sales in fiscal 2017, 2016 and 2015 were generated in countries outside of the United States, which exposes theCompany 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 whichthose products are sold. While we maintain policies to protect against fluctuations in currency exchange rates, extreme fluctuations have resulted in our incurringlosses in some countries. The realization of any or all of these risks could have a significant adverse effect on our financial results. The translation of thefinancial statements of foreign operations into U.S. dollars is also impacted by fluctuations in foreign currency exchange rates, which may positively or negativelyimpact our results of operations. In addition, the value of the Company's equity investment in foreign countries may fluctuate based upon changes in foreigncurrency exchange rates. These fluctuations, which are recorded in a cumulative translation adjustment account, may result in losses in the event a foreignsubsidiary 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 localcompetitors in certain markets may have different purchasing models that provide them reduced foreign currency exposure compared to the Company. This mayresult in market pricing that the Company cannot meet without significantly lower profit on sales.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 onthe export of certain technology, political instability, trade restrictions, tariff changes, difficulties in staffing and managing international operations, changes in theinterpretation and enforcement of laws (in particular related to items such as duty and taxation), difficulties in collecting accounts receivable, longer collectionperiods 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 onthe Company's business. In June 2016, the United Kingdom ("U.K.") held a non-binding referendum in which voters approved an exit from the European Union ("EU"), commonly referredto as "Brexit." Given the lack of comparable precedent, it is unclear what financial, trade and legal implications the withdrawal of the U.K. from the EU wouldhave and how such a withdrawal would affect the Company.Changes in tax laws or tax rulings in the jurisdictions in which we operate may materially impact our financial position and results of operations. TheOrganization for Economic Cooperation and Development has been working on the Base Erosion and Profit Sharing Project, and has issued and will continue toissue, guidelines and proposals that may change various aspects of the existing framework under which our tax obligations are determined in many of thecountries in which we do business. Certain countries, including the United States, are evaluating their tax policies and regulations which could affectinternational business and may have an adverse effect on our overall tax rate, along with increasing the complexity, burden and cost of tax compliance.In addition, while the Company's labor force in the Americas is currently non-union, employees of certain European subsidiaries are subject to collectivebargaining or similar arrangements. The Company does business in certain foreign countries where labor disruption is more common than is experienced in theUnited 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 theCompany's freight carriers, one of its vendors, a general strike by civil service employees or a governmental shutdown could have an adverse effect on theCompany's business. Many of the products the Company sells are manufactured in countries other than the countries in which the Company's logistics centersare11Table of Contentslocated. The inability to receive products into the logistics centers because of government action or labor disputes at critical ports of entry may have an adverseeffect on the Company's business.We may encounter difficulties in fully integrating TS into our business and may not fully achieve, or achieve within a reasonable time frame,expected strategic objectives and other expected benefits of the acquisition.The success of the acquisition of TS will depend, in part, on our ability to realize the anticipated growth opportunities and potential synergies and cost savingsfrom the integration of TS with our existing business. There may be substantial difficulties, costs and delays involved in the integration of TS with our ownbusiness, including distracting management from day-to-day operations, potential incompatibility of corporate cultures, and costs and delays in implementingcommon systems and procedures. In addition, the process of integrating the operations of TS could cause an interruption of, or loss of momentum in, theactivities of one or more of our combined businesses and the possible loss of key personnel or distribution partners. Any one or all of these factors may increaseour operating costs or lower our anticipated financial performance. Our failure to fully integrate TS and achieve the expected benefits of the proposed acquisitionof TS within a reasonable time frame or at all could have a material adverse effect on our financial condition and results of operations.TS may underperform relative to our expectations.Following the acquisition of TS, we may not be able to maintain the levels of revenue, earnings or operating efficiency that we and TS have achieved or mightachieve separately. The business and financial performance of TS are subject to certain risks and uncertainties. We may be unable to achieve the same growth,revenues and profitability that TS has achieved in the past. Our failure to do so could have a material adverse effect on our financial condition and results ofoperations.We have incurred substantial indebtedness that may impact our financial position and subject us to financial and operating restrictions, decreaseour access to capital, and / or increase our borrowing costs, which may adversely affect our operations and financial results.Our business requires substantial capital to operate and to finance accounts receivable and product inventory that are not financed by trade creditors. We havehistorically relied upon cash generated from operations, bank credit lines, trade credit from vendors, proceeds from public offerings of our common stock andproceeds from debt offerings to satisfy our capital needs and to finance growth. The incurrence of debt under our Senior Notes and other credit facilities subjectus to financial and operating covenants, which may limit our ability to borrow and our flexibility in responding to our business needs.As of January 31, 2017, we had approximately $1.4 billion of total debt and in conjunction with the completion of the acquisition of TS, an additional $1.0 billionof debt has been incurred under the Term Loan Credit Agreement (as defined herein). If we are not able to maintain compliance with stated financial covenantsor if we breach other covenants in any debt agreement, we could be in default under such agreement. Such a default may allow our creditors to accelerate therelated debt and may result in the acceleration of any other debt to which a cross acceleration or cross-default provision applies. Our overall leverage and termsof our financing could, among other things:•limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or for general corporate purposes;•make it more difficult to satisfy our obligations under the terms of our debt;•limit our ability to refinance our debt on terms acceptable to us or at all;•make it more difficult to obtain trade credit from vendors; and•limit our flexibility to plan for and adjust to changing business and market conditions and increase our vulnerability to general adverse economic andindustry conditions.Changes in our credit rating or other market factors may increase our interest expense or other costs of capital.Certain of our financing instruments involve variable rate debt, thus exposing us to the risk of fluctuations in interest rates. Increases in interest rates wouldresult in an increase in the interest expense on our variable rate debt, which would reduce our profitability. In addition, the interest rate payable on the 3.70%Senior Notes and the 4.95% Senior Notes (each as defined herein) and certain other credit facilities would be subject to adjustment from time to time if our creditrating is downgraded.12Table of ContentsWe cannot predict what losses we might incur in litigation matters, regulatory enforcement actions and contingencies that we may be involved withfrom 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 financialinformation from fiscal 2009 to fiscal 2013, and the Company is cooperating with the SEC request. See Item 3, “Legal Proceedings.” This pending SEC requestfor information and other potential proceedings could result in fines and other penalties. The Company has not reserved any amount in respect of these mattersin 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 orwhether insurance proceeds recovered will be sufficient to offset such losses. Potential civil or regulatory proceedings may also divert the efforts and attention ofthe 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 beinvolved with from time to time, including in relation to claims that may arise related to the operations of TS prior to the date of the completion of the acquisition.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 materialadverse effect on our consolidated financial position. However, the resolution of certain of these matters could be material to our operating results for anyparticular 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 ofthese other matters.ITEM 1B. Unresolved Staff Comments.Not applicable.ITEM 2. Properties.Our executive offices are located in Clearwater, Florida. As of January 31, 2017 , we operated a total of 22 logistics centers to provide our customers timelydelivery of products. Eleven of these logistics centers are located in each of the Americas and Europe.As of January 31, 2017 , we leased or owned approximately 7.2 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 theyexpire or securing replacement facilities.ITEM 3. Legal Proceedings.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 thoseaudits, the Spanish subsidiary received notices of assessment related to fiscal years 1994 through 2001 from the Regional Inspection Unit of Spain’s taxingauthority that allege the subsidiary did not properly collect and remit VAT. The Spanish subsidiary appealed these assessments to the Madrid Central EconomicAdministrative Courts beginning in March 2010. During fiscal 2015, the Madrid Central Economic Administrative Court issued a decision revoking the penaltiesfor certain of the assessed years. As a result of that decision, during the fiscal year ended January 31, 2015 the Company decreased its accrual for costsassociated with this matter by $6.2 million, which is recorded in "value added tax assessments" in the Consolidated Statement of Income. During fiscal 2016, theSpanish Supreme Court issued final decisions for the assessments related to fiscal years 1996 through 2001 which barred certain of the assessed amounts. Asa result of these decisions, during fiscal 2016, the Company decreased its accrual for costs associated with this matter by $25.4 million, including $16.4 millionrelated to an accrual for assessments and penalties recorded in “value added tax assessments” and $9.0 million related to accrued interest recorded in “interestexpense” in the Consolidated Statement of Income. The Company paid the remaining assessed amounts for fiscal years 1996 through 2001 of $12.3million during fiscal 2016.During the second quarter of fiscal 2017, the Spanish National Appellate Court issued an opinion upholding the assessments for fiscal years 1994 and 1995.Although the Company believes that the Spanish subsidiary's defense to the assessments has solid legal grounds and is continuing to vigorously defend itsposition by appealing to the Spanish Supreme Court, certain of the amounts assessed for fiscal years 1994 and 1995 are not eligible to be appealed to theSpanish Supreme Court. As a result, the Company increased its accrual for costs associated with this matter by $2.6 million during fiscal 2017, including $1.5million recorded in "value added tax assessments" and $1.1 million recorded in "interest expense" in the Consolidated Statement of Income. The Companyestimates the probable liability for these remaining assessments, including various penalties and interest, was approximately $7.3 million at January 31, 2017which 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’sBrazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred toas “CIDE tax”. The Company estimates the total exposure related to CIDE tax, including interest, was approximately $22.8 million at January 31, 2017 . TheBrazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legalopinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends tovigorously 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 concludedthat 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 thislitigation will not be material to the Company’s consolidated net assets or liquidity.13Table of ContentsThe SEC has requested information from the Company with respect to the restatement of certain of our consolidated financial statements and other financialinformation 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 expectthat 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.ITEM 4. Mine Safety Disclosures.Not applicable. 14Table of ContentsPART IIITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.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 andthe 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 andlow market prices for our common stock as reported by the NASDAQ. As of March 15, 2017 , there were 212 holders of record and we believe that there were14,111 beneficial holders. MARKET PRICE15Table of ContentsSTOCK PERFORMANCE CHARTThe five-year stock performance chart below assumes an initial investment of $100 on February 1, 2012 and compares the cumulative total return for TechData, the NASDAQ Stock Market (U.S.) Index, and the Standard Industrial Classification, or SIC, Code 5045 – Computer and Peripheral Equipment andSoftware. The comparisons in the table are provided in accordance with SEC requirements and are not intended to forecast or be indicative of possible futureperformance of our common stock. Comparison of Cumulative Total ReturnAssumes Initial Investment of $100 on February 1, 2012Among Tech Data Corporation,NASDAQ Stock Market (U.S.) Index and SIC Code 5045 2012 2013 2014 2015 2016 2017Tech Data Corporation100 98 104 110 120 165NASDAQ Stock Market (U.S.) Index100 114 151 173 176 217SIC Code 5045 – Computer and Peripheral Equipment and Software100 98 125 140 152 208 Securities Authorized for Issuance under Equity Compensation Plans Information regarding the Securities Authorized for Issuance under Equity Compensation Plans can be found under Item 12 of this Report.Unregistered Sales of Equity SecuritiesNone.16Table of ContentsIssuer Purchases of Equity SecuritiesThere were no shares repurchased by the Company during the quarter or year ended January 31, 2017. Cumulatively since fiscal 2006, the Company hasrepurchased approximately 30 million shares at an average price of $43.25 per share, for a total cost, including expenses, of approximately $1.3 billion.SHARE REPURCHASES 17Table of ContentsITEM 6. Selected Financial Data.The following table sets forth certain selected consolidated financial data. This information should be read in conjunction with Management’s Discussion andAnalysis of Financial Condition and Results of Operations and our consolidated financial statements and notes thereto appearing elsewhere in this AnnualReport.FIVE-YEAR FINANCIAL SUMMARYYear ended January 31:2017 2016 2015 2014 2013(in thousands, except per share data) Income statement data: Net sales$26,234,876 $26,379,783 $27,670,632 $26,821,904 $25,358,329Gross profit1,301,927 1,286,661 1,393,954 1,362,346 1,303,054Operating income (1) (2) (3) (4)291,902 401,428 267,635 227,513 263,720Consolidated net income (3) (5)195,095 265,736 175,172 179,932 183,040Net income attributable to noncontrolling interest— — — — (6,785)Net income attributable to shareholders of TechData Corporation$195,095 $265,736 $175,172 $179,932 $176,255Earnings per share attributable to shareholdersof Tech Data Corporation—basic$5.54 $7.40 $4.59 $4.73 $4.53Earnings per share attributable to shareholdersof Tech Data Corporation—diluted$5.51 $7.36 $4.57 $4.71 $4.50Dividends per common share— — — — —Balance sheet data: Working capital (6)$2,701,472 $1,889,415 $1,834,997 $1,851,447 $1,700,485Total assets7,931,866 6,358,288 6,136,725 7,167,576 6,828,291Revolving credit loans and current maturities oflong-term debt, net373,123 18,063 13,303 43,481 167,522Long-term debt, less current maturities989,924 348,608 351,576 352,031 351,789Equity attributable to shareholders of Tech DataCorporation2,169,888 2,005,755 1,960,143 2,098,611 1,918,369(1)During fiscal 2017, the Company recorded acquisition and integration expenses of $ 29.0 million associated with the acquisition of Avnet's Technology Solutions business(see further discussion in Note 5 of Notes to Consolidated Financial Statements).(2)During fiscal 2017, 2016, 2015 and 2014, the Company recorded a gain of $4.1 million, $98.4 million, $5.1 million and $35.5 million, respectively, associated with legalsettlements, net of attorney fees and expenses, with certain manufacturers of LCD flat panel and cathode ray tube displays (see further discussion in Note 1 of Notes toConsolidated Financial Statements).(3)During fiscal 2017, 2016, 2015 and 2013, the Company recorded a net benefit/(expense) in operating income of $(1.5) million, $8.8 million, $6.2 million and $(29.5)million, respectively, related to its accrual for assessments and penalties on VAT matters in its European subsidiaries. During fiscal 2017, 2016 and 2013, the Companyalso recorded a net benefit/(expense) in interest expense of $(1.1) million, $9.0 million and $(11.5) million, respectively, related to its accrual for associated interestexpense (see further discussion in Note 13 of Notes to Consolidated Financial Statements).(4)During fiscal 2015 and 2014, the Company recorded restatement and remediation related expenses of $22.0 million and $53.8 million, respectively (see further discussionin Note 1 of Notes to Consolidated Financial Statements).(5)During fiscal 2017, 2015, 2014 and 2013 the Company recorded income tax benefits of $12.5 million, $19.2 million, $45.3 million and $25.1 million primarily related to thereversal of deferred tax valuation allowances in certain jurisdictions in Europe. During fiscal 2015, the Company also recorded income tax expenses of $5.6 million relatedto undistributed earnings on assets held for sale in certain Latin American jurisdictions (see further discussion in Note 6 of Notes to Consolidated Financial Statements).(6)Working capital represents total current assets less total current liabilities in the Consolidated Balance Sheet.18Table of ContentsITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), containsforward-looking statements, as described in the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These statements involve anumber of risks and uncertainties and actual results could differ materially from those projected. These forward-looking statements regarding future events andthe future results of Tech Data Corporation (“Tech Data,” “we,” “our,” “us” or the “Company”) are based on current expectations, estimates, forecasts, andprojections 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 areonly predictions and are subject to risks, uncertainties, and assumptions. Therefore, actual results may differ materially and adversely from those expressed inany forward-looking statements. Readers are referred to the cautionary statements and important factors discussed in Item 1A, "Risk Factors" in this AnnualReport on Form 10-K for the year ended January 31, 2017 for further information. We undertake no obligation to revise or update publicly any forward-lookingstatements 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 bybringing 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, direct marketers, retailers and corporate resellers who support the diverse technology needs ofend users. We manage our business in two geographic segments: Americas and Europe.We believe our strategy of execution, diversification and innovation differentiates us in the markets we serve. We continually evaluate the current and potentialprofitability and return on our investments in all geographies and consider changes in current and future investments based on risks, opportunities and currentand anticipated market conditions. In connection with these evaluations, we may incur additional costs to the extent we decide to increase or decrease ourinvestments in certain geographies.We also continually evaluate targeted strategic investments across our operations and new business opportunities and invest in those markets and productsegments we believe provide us with the greatest opportunities for profitable growth. On September 19, 2016, we entered into an interest purchase agreementwith Avnet Inc. (“Avnet”) to acquire Avnet’s Technology Solutions business ("TS"). The acquisition of TS was completed on February 27, 2017, subsequent tothe end of our fiscal 2017. We acquired TS for an aggregate purchase price of approximately $2.672 billion, comprised of approximately $2.425 billion in cashand 2,785,402 shares of Tech Data’s common stock, with the cash consideration subject to certain working capital and other adjustments.TS delivers technology services, software, hardware and solutions across the data center. We believe that through the TS acquisition we will diversify our end-to-end solutions, deepen our value added capabilities and balance our solutions portfolio. The addition of TS also extends our geographic reach into the Asia-Pacific region while broadening our capabilities in Europe and the Americas, including re-entering Latin America with a focus on the delivery of new technologiesthat drive and complement the data center in this market. The combined business extends our operations into forty countries spread across five continents withapproximately 14,000 employees.In connection with the acquisition of TS, on January 31, 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due 2022(the “2022 Senior Notes”) and $500.0 million aggregate principal amount of 4.95% Senior Notes due 2027 (the “2027 Senior Notes”). Additionally, at theconsummation of the acquisition on February 27, 2017, the Company borrowed $1.0 billion under its Term Loan Credit Agreement (as defined herein),comprised of $250.0 million aggregate principal amount of three-year term loans and $750.0 million aggregate principal amount of five-year term loans.19Table of ContentsNON-GAAP FINANCIAL INFORMATIONIn addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), theCompany also discloses certain non-GAAP financial information. Certain of these measures are presented as adjusted for the impact of changes in foreigncurrencies (referred to as “impact of changes in foreign currencies”). Removing the impact of the changes in foreign currencies provides a framework forassessing our financial performance as compared to prior periods. The impact of changes in foreign currencies is calculated by using the exchange rates fromthe prior year comparable period applied to the results of operations for the current period. The non-GAAP financial measures presented in this documentinclude:•Net sales, as adjusted, which is defined as net sales adjusted for the impact of changes in foreign currencies and the impact of the exit of businessoperations in Chile, Peru and Uruguay (referred to as "impact of exited operations") which is reflected in our results of operations by removing theimpact from the periods presented;•Gross profit, as adjusted, which is defined as gross profit as adjusted for the impact of changes in foreign currencies;•Selling, general and administrative expenses (“SG&A”), as adjusted, which is defined as SG&A as adjusted for the impact of changes in foreigncurrencies;•Non-GAAP operating income, which is defined as operating income as adjusted to exclude acquisition and integration expenses, LCD settlements andother, net, value added tax assessments, restatement and remediation related expenses, loss on disposal of subsidiaries and acquisition-relatedintangible asset amortization;•Non-GAAP net income, which is defined as net income as adjusted to exclude acquisition and integration expenses, LCD settlements and other, net,value added tax assessments and related interest expense, restatement and remediation related expenses, loss on disposal of subsidiaries,acquisition-related intangible asset amortization, acquisition-related financing expenses, the income tax effects of these adjustments, the reversal ofdeferred tax valuation allowances and income taxes on undistributed earnings of assets held for sale;•Non-GAAP earnings per share-diluted, which is defined as earnings per share-diluted as adjusted to exclude the per share impact of acquisition andintegration expenses, LCD settlements and other, net, value added tax assessments and related interest expense, restatement and remediation relatedexpenses, loss on disposal of subsidiaries, acquisition-related intangible asset amortization, acquisition-related financing expenses, the income taxeffects of these adjustments, the reversal of deferred tax valuation allowances and income taxes on undistributed earnings of assets held for sale.Management believes that providing this additional information is useful to the reader to assess and understand our financial performance as compared withresults from previous periods. Management also uses these non-GAAP measures to evaluate performance against certain operational goals. However, analysisof results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. Additionally, becausethese non-GAAP measures are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures reported by othercompanies.20Table of ContentsRESULTS OF OPERATIONSThe following table sets forth our Consolidated Statement of Income as a percentage of net sales. Year ended January 31:2017 2016 2015Net sales100.00% 100.00% 100.00%Cost of products sold95.04 95.12 94.96 Gross profit4.96 4.88 5.04 Operating expenses: Selling, general and administrative expenses3.75 3.76 4.03 Acquisition and integration expenses0.11 0.00 0.00 LCD settlements and other, net(0.01) (0.37) (0.02) Value added tax assessments0.00 (0.03) (0.02) Restatement and remediation related expenses0.00 0.00 0.08 Loss on disposal of subsidiaries0.00 0.00 0.00 3.85 3.36 4.07 Operating income1.11 1.52 0.97 Interest expense0.14 0.05 0.10 Other (income) expense, net(0.01) 0.02 0.01 Income before income taxes0.98 1.45 0.86 Provision for income taxes0.24 0.44 0.23 Net income0.74% 1.01% 0.63%21Table of ContentsNET SALES The following tables summarize our net sales and change in net sales by geographic region for the fiscal years ended January 31, 2017, 2016 and 2015 (inbillions): Americas Europe Year ended January 31: 2017 2016 Dollar Change Percent Change(in millions) Consolidated net sales, as reported $26,235 $26,380 (145) (0.5)%Impact of changes in foreign currencies 502 — Consolidated net sales, as adjusted $26,737 $26,380 357 1.4% Americas net sales, as reported $10,385 $10,357 28 0.3%Impact of changes in foreign currencies 29 — Americas net sales, as adjusted $10,414 $10,357 57 0.6% Europe net sales, as reported $15,850 $16,023 (173) (1.1)%Impact of changes in foreign currencies 473 — Europe net sales, as adjusted $16,323 $16,023 300 1.9%2017 - 2016 NET SALES COMMENTARYAMERICAS•The increase in Americas net sales, as adjusted, of $57 million isprimarily due to growth in the broadline product category, partially offsetby declines in sales of consumer electronics and software products. EUROPE•The increase in Europe net sales, as adjusted, of $300 million isprimarily due to growth in the broadline and mobility product categories.The impact of changes in foreign currencies is primarily due to theweakening of the British pound against the U.S. dollar.22Table of ContentsYear ended January 31: 2016 2015 Dollar Change Percent Change(in millions) Consolidated net sales, as reported $26,380 $27,671 $(1,291) (4.7)%Impact of changes in foreign currencies 2,781 — Impact of exited operations (21) (317) Consolidated net sales, as adjusted $29,140 $27,354 $1,786 6.5% Americas net sales, as reported $10,357 $10,406 $(49) (0.5)%Impact of changes in foreign currencies 173 — Impact of exited operations (21) (317) Americas net sales, as adjusted $10,509 $10,089 $420 4.2% Europe net sales, as reported $16,023 $17,265 $(1,242) (7.2)%Impact of changes in foreign currencies 2,608 — Europe net sales, as adjusted $18,631 $17,265 $1,366 7.9%2016 - 2015 NET SALES COMMENTARYAMERICAS•The increase in Americas net sales, as adjusted, of $420 million isprimarily due to growth in data center and consumer electronicsproduct categories. EUROPE•The increase in Europe net sales, as adjusted, of approximately$1.4 billion is primarily due to growth in broadline, mobility and datacenter product categories.23Table of ContentsGROSS PROFIT The following tables provide a comparison of our gross profit and gross profit as a percentage of net sales for the fiscal years ended January 31, 2017, 2016 and2015 : Year ended January 31:2017 2016DollarChangePercentChange(in millions) Gross profit, as reported$1,302 $1,287$151.2%Impact of changes in foreigncurrencies24 — Gross profit, as adjusted$1,326 $1,287$393.0%Year ended January 31:2016 2015DollarChangePercentChange(in millions) Gross profit, as reported$1,287 $1,394$(107)(7.7)%Impact of changes in foreigncurrencies143 — Gross profit, as adjusted$1,430 $1,394$362.6% COMMENTARY2017-2016•The increase in gross profit, as adjusted, of $39 million is primarily dueto an increase in net sales volume, as adjusted for the impact ofchanges in foreign currencies, and changes in vendor and product mix.The increase in our year-over-year gross profit as a percentage of netsales is primarily attributable to changes in vendor and product mix.2016-2015•The increase in gross profit, as adjusted, of $36 million is primarily dueto increased sales, as adjusted for the impact of changes in foreigncurrencies and exited operations, in both regions. The decline in ouryear-over-year gross profit as a percentage of net sales is primarilyattributable to changes in vendor and product mix.24Table of ContentsOPERATING EXPENSESSELLING GENERAL AND ADMINISTRATIVE EXPENSESThe following tables provide a comparison of our selling, general and administrative expenses:Year ended January 31: 2017 2016 Dollar Change Percent Change(in millions) SG&A, as reported $984 $991 $(7) (0.7)%Impact of changes in foreign currencies 15 — SG&A, as adjusted $999 $991 $8 0.8% SG&A as a percentage of net sales, as reported 3.75% 3.76% (1) bpsThe increase in SG&A, as adjusted, of approximately $8 million is primarily due to increased payroll expenses of $6.8 million related to the Company’snonqualified deferred compensation plan, which are substantially offset by gains recorded in other (income) expense, net on investments used to fund the plan.Year ended January 31: 2016 2015 Dollar Change Percent Change(in millions) SG&A, as reported $991 $1,114 $(123) (11.0)%Impact of changes in foreign currencies 108 — SG&A, as adjusted $1,099 $1,114 $(15) (1.3)% SG&A as a percentage of net sales, as reported 3.76% 4.03% (27) bpsThe decrease in SG&A as a percentage of net sales compared to the prior year is primarily due to greater operating leverage as we generated sales growthwhile keeping our costs relatively flat in local currency.ACQUISITION AND INTEGRATION EXPENSESAcquisition and integration expenses are comprised of transaction related costs, professional services and other costs related to the acquisition of TS.Transaction related costs primarily include legal expenses and due diligence costs incurred in connection with the transaction. Professional services areprimarily comprised of integration related activities, including professional fees for project management, accounting and tax consulting services.Acquisition and integration expenses for fiscal 2017 are comprised of the following:Year ended:January 31, 2017(in millions) Professional services$14.3Transaction related costs12.1Other2.6Total$29.025Table of ContentsLCD SETTLEMENTS AND OTHER, NETWe have been a claimant in proceedings seeking damages primarily from certain manufacturers of LCD flat panel and cathode ray tube displays. We havereached settlement agreements with certain manufacturers during the periods presented and have recorded these amounts net of attorneys fees and expenses .VALUE ADDED TAX ASSESSMENTSPrior 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 thoseaudits, the Spanish subsidiary received notices of assessment related to fiscal years 1994 through 2001 that allege the subsidiary did not properly collect andremit VAT. During fiscal 2015, an administrative court issued a decision revoking the penalties for certain of the assessed years. As a result of that decision,during the year ended January 31, 2015 we decreased our accrual for costs associated with this matter by $6.2 million.During fiscal 2016, the Spanish Supreme Court issued final decisions for fiscal years 1996 through 2001 which barred certain of the assessed amounts. As aresult of these decisions, during the year ended January 31, 2016, the Company decreased its accrual for the assessments and penalties associated with thismatter by $16.4 million . During fiscal 2017, the National Appellate Court issued an opinion upholding the assessments for fiscal years 1994 and 1995. As aresult of this ruling, during the year ended January 31, 2017, we increased our accrual for the assessments and penalties associated with this matter by $1.5million (see Note 13 of Notes to Consolidated Financial Statements for further discussion).In fiscal 2016, the Company determined that it had additional VAT liabilities due in one of its European subsidiaries. As a result, the Company recorded a chargeof $7.6 million during the year ended January 31, 2016 for VAT and associated costs. The Company has subsequently paid all VAT associated with this matterand filed amended tax returns with the tax authorities.RESTATEMENT AND REMEDIATION RELATED EXPENSESRestatement and remediation related expenses primarily include legal, accounting and third party consulting fees associated with (i) the restatement of certain ofthe Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to reviewthe Company's accounting practices, (iii) incremental external audit and supplemental procedures by the Company in connection with the preparation of theCompany's financial statements, and (iv) other incremental legal, accounting and consulting fees incurred as a result of the Company's restatement relatedinvestigation, regulatory requests for information or in connection with the Company's remediation of material weaknesses and other control deficienciesidentified during the restatement. During fiscal 2017 we incurred no restatement and remediation related expenses. During fiscal 2016 and 2015, we incurredrestatement and remediation related expenses of approximately $0.8 million and $22.0 million , respectively. We have remediated all material weaknessesidentified during the restatement.LOSS ON DISPOSAL OF SUBSIDIARIESDuring the fourth quarter of fiscal 2015, we committed to a plan to sell our business operations in Chile and Peru. The sale was completed during March 2015 atan amount approximating net book value. In March 2015, we also committed to a plan to exit our business operations in Uruguay. During fiscal 2016 and 2015,we incurred a loss of $0.7 million and $1.3 million , respectively, for charges related to the exit of our business operations in Uruguay and the loss on the sale ofour business operations in Chile and Peru.26Table of ContentsOPERATING INCOMEThe following tables provide a comparison of GAAP operating income ("GAAP OI") and non-GAAP operating income ("non-GAAP OI") on a consolidated andregional basis as well as a reconciliation of GAAP operating income to non-GAAP operating income on a consolidated and regional basis for the fiscal yearsended January 31, 2017, 2016 and 2015 : 2017 - 2016 COMMENTARY•The decrease in GAAP operating income of $109.5 million is primarily due to a decrease of $94.3 million in gains related to settlement agreements withcertain manufacturers of LCD flat panel and cathode ray tube displays and $29.0 million of acquisition and integration expenses.•The increase in non-GAAP operating income of $19.8 million is primarily due to favorable changes in vendor and product mix while net sales remainedrelatively flat.2016 - 2015 COMMENTARY•The increase in GAAP operating income of approximately $133.8 million is primarily due to an increase of $93.3 million in gains related to settlementagreements with certain manufacturers of LCD flat panel and cathode ray tube displays and a decrease in restatement and remediation related expenses of$21.3 million.•The increase in non-GAAP operating income of approximately $11.1 million is primarily due to an increase in net sales volume, as adjusted for the impact ofchanges in foreign currencies.•Changes in foreign currencies had an unfavorable year-over-year impact of approximately $38 million on GAAP operating income and non-GAAP operatingincome.CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOMEYear ended January 31:2017 2016 2015(in millions) Operating income$291.9 $401.4 $267.6Acquisition and integration expenses29.0 — —LCD settlements and other, net(4.1) (98.4) (5.1)Value added tax assessments1.0 (8.8) (6.2)Restatement and remediation related expenses— 0.8 22.1Loss on disposal of subsidiaries— 0.7 1.3Acquisition-related intangible assets amortization expense21.1 23.4 28.3Non-GAAP operating income$338.9 $319.1 $308.027Table of ContentsWe do not consider stock-based compensation expenses in assessing the performance of our operating segments, and therefore the Company excludes stock-based compensation expense from the segment information. The following table summarizes our operating income by geographic region.OPERATING INCOME BY REGIONYear ended January 31:2017 2016 2015(in millions) Americas$144.2 $235.6 $145.1 Europe161.6 180.7 136.2 Stock-based compensation expense(13.9) (14.9) (13.7) Total$291.9 $401.4 $267.6AMERICAS 2017 - 2016 COMMENTARY•The decrease in GAAP operating income of $91.4 million is primarily due to a $94.3 million decrease in gains related to settlement agreements with certainmanufacturers of LCD flat panel and cathode ray tube displays and $18.0 million of acquisition and integration expenses partially offset by favorablechanges in vendor and product mix, while net sales remained relatively flat.•The increase in non-GAAP operating income of $20.1 million is primarily due to favorable changes in vendor and product mix, while net sales remainedrelatively flat.2016 - 2015 COMMENTARY•The increase in GAAP operating income of $90.5 million is primarily due to a $93.3 million increase in gains related to settlement agreements with certainmanufacturers of LCD flat panel and cathode ray tube displays.AMERICAS GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOMEYear ended January 31:2017 2016 2015(in millions) Operating income - Americas$144.2 $235.6 $145.1Acquisition and integration expenses18.0 — —LCD settlements and other, net(4.1) (98.4) (5.1)Value added tax assessments(0.4) — —Restatement and remediation related expenses— 0.2 4.0Loss on disposal of subsidiaries— 0.7 1.3Acquisition-related intangible assets amortization expense2.3 1.8 0.7Non-GAAP operating income - Americas$160.0 $139.9 $146.028Table of ContentsEUROPE 2017 - 2016 COMMENTARY•The decrease in GAAP operating income of $19.1 million is primarily due to acquisition and integration expenses of $11.0 million and a net change in theaccrual for VAT assessments of $10.2 million.2016 - 2015 COMMENTARY•The increase in GAAP operating income of $44.5 million is primarily due to a decrease in restatement and remediation related expenses of $17.5 million,and an increase in net sales volume and a decrease in SG&A expenses, each as adjusted for the impact of changes in foreign currencies.•The increase in non-GAAP operating income of $18.5 million is primarily due to an increase in net sales volume and a decrease in SG&A expenses, eachas adjusted for the impact of changes in foreign currencies.•Changes in foreign currencies had an unfavorable year-over-year impact of approximately $35 million on GAAP operating income and non-GAAP operatingincome .EUROPE GAAP TO NON-GAAP RECONCILIATION OF OPERATING INCOMEYear ended January 31:2017 2016 2015(in millions) Operating income - Europe$161.6 $180.7 $136.2Acquisition and integration expenses11.0 — —Value added tax assessments1.4 (8.8) (6.2)Restatement and remediation related expenses— 0.6 18.1Acquisition-related intangible assets amortization expense18.8 21.6 27.5Non-GAAP operating income - Europe$192.8 $194.1 $175.629Table of ContentsINTEREST EXPENSE Percent change:Year ended January 31: 2017 2016 2015 2017 to 2016 2016 to 2015(in millions) Interest expense $36.8 $14.5 $26.5 153.8% (45.3)%Percentage of net sales 0.14% 0.05% 0.10% The increase in interest expense for fiscal 2017 compared to fiscal 2016 is primarily due to $11.9 million of acquisition-related financing expenses primarilyrelated to our bridge loan facility recorded during fiscal 2017 (see Note 7 of Notes to Consolidated Financial Statements for further discussion) and a $9.0 millionbenefit recorded in fiscal 2016 for the reversal of interest expense previously accrued due to the Spanish Supreme Court decision in connection with VATassessments in Spain (see Note 13 of Notes to Consolidated Financial Statements for further discussion).The decrease in interest expense for fiscal 2016 compared to fiscal 2015 is primarily attributable to the $9.0 million benefit recorded in fiscal 2016 for thereversal of interest expense discussed above and lower average borrowings under our financing facilities.OTHER (INCOME) EXPENSE, NET Percent change:Year ended January 31: 2017 2016 2015 2017 to 2016 2016 to 2015(in millions) Other (income) expense, net $(1.7) $4.5 $1.9 (137.8)% 136.8%Percentage of net sales (0.01)% 0.02% 0.01% Other (income) expense, net , consists primarily of gains and losses on the investments contained within life insurance policies used to fund the Company'snonqualified deferred compensation plan, interest income, discounts on the sale of accounts receivable and net foreign currency exchange gains and losses oncertain financing transactions and the related derivative instruments used to hedge such financing transactions. The change in other (income) expense, net,during fiscal 2017 compared to fiscal 2016 is primarily attributable to higher gains on the investments contained within life insurance policies of $6.8 million.These gains on investments are substantially offset in the Company's payroll costs which are reflected in SG&A as part of operating income.The change in other (income) expense, net, during fiscal 2016 compared to fiscal 2015 is primarily attributable to higher losses on the investments containedwithin life insurance policies of $4.6 million partially offset by an increase in net foreign currency exchange gains on certain financing transactions.30Table of ContentsPROVISION FOR INCOME TAXES 2017 - 2016 COMMENTARYThe decrease in the effective tax rate of approximately 7 percentage points in fiscal 2017 as compared to fiscal 2016 is primarily due to the impact of thefollowing:•In fiscal 2017, we recorded income tax benefits of $12.5 million primarily related to the reversal of valuation allowances in specific jurisdictions inEurope, which had been recorded in prior fiscal years.•The effective tax rates for both fiscal 2017 and fiscal 2016 are impacted by the relative mix of earnings and losses within the taxing jurisdictions inwhich we operate.The decrease in the absolute dollar amount of the provision for income taxes in fiscal 2017 as compared to fiscal 2016 is primarily due to a decrease in taxableearnings during fiscal 2017, the reversal of certain valuation allowances in fiscal 2017 and the relative mix of earnings and losses within the taxing jurisdictions inwhich we operate.2016 - 2015 COMMENTARYThe increase in the effective tax rate of approximately 4 percentage points in fiscal 2016 as compared to fiscal 2015 is primarily due to the impact of thefollowing:•In fiscal 2015, we recorded income tax benefits of $19.2 million for the reversal of valuation allowances primarily related to specific jurisdictions inEurope, which had been recorded in prior fiscal years. During fiscal 2015, we also recorded income tax expenses of $5.6 million related to undistributedearnings on assets held for sale in certain Latin American jurisdictions.•The effective tax rates for both fiscal 2016 and fiscal 2015 are impacted by the relative mix of earnings and losses within the taxing jurisdictions inwhich we operate.The increase in the absolute dollar amount of the provision for income taxes in fiscal 2016 as compared to fiscal 2015 is primarily due to an increase in taxableearnings during fiscal 2016, the reversal of certain valuation allowances in fiscal 2015, and the relative mix of earnings and losses within the taxing jurisdictionsin which we operate.31Table of ContentsNET INCOME AND EARNINGS PER SHARE - DILUTEDThe following tables provide a comparison of GAAP net income and earnings per share-diluted and non-GAAP net income and earnings per share-diluted aswell as a reconciliation of results recorded in accordance with GAAP and non-GAAP financial measures for the fiscal years ended January 31, 2017, 2016 and2015 ($ in millions, except per share data): GAAP TO NON-GAAP RECONCILIATION OF NET INCOMEYear ended January 31:2017 2016 2015(in millions) Net income$195.1 $265.7 $175.2Acquisition and integration expenses29.0 — —LCD settlements and other, net(4.1) (98.4) (5.1)Value added tax assessments and related interest expense1.4 (17.8) (6.2)Restatement and remediation related expenses— 0.8 22.1Loss on disposal of subsidiaries— 0.7 1.3Acquisition-related intangible assets amortization expense21.1 23.4 28.3Acquisition-related financing expenses11.9 — —Income tax effect of the above adjustments(16.7) 33.8 (11.2)Reversal of deferred tax valuation allowances(12.5) — (19.2)Income taxes on undistributed earnings of assets held for sale— — 5.6Non-GAAP net income$225.2 $208.2 $190.832Table of ContentsGAAP TO NON-GAAP RECONCILIATION OF EARNINGS PER SHARE-DILUTEDYear ended January 31:2017 2016 2015Earnings per share-diluted$5.51 $7.36 $4.57Acquisition and integration expenses0.82 — —LCD settlements and other, net(0.12) (2.73) (0.13)Value added tax assessments and related interest expense0.04 (0.49) (0.16)Restatement and remediation related expenses— 0.02 0.57Loss on disposal of subsidiaries— 0.02 0.03Acquisition-related intangible assets amortization expense0.60 0.65 0.73Acquisition-related financing expenses0.33 — —Income tax effect of the above adjustments(0.47) 0.94 (0.29)Reversal of deferred tax valuation allowances(0.35) — (0.50)Income taxes on undistributed earnings of assets held for sale— — 0.15Non-GAAP earnings per share-diluted$6.36 $5.77 $4.97IMPACT OF INFLATIONDuring the fiscal years ended January 31, 2017, 2016 and 2015 , we do not believe that inflation had a material impact on our consolidated results of operationsor on our financial position.SEASONALITYOur 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 andseasonal variations in the demand for the products and services we sell. Narrow operating margins may magnify the impact of these factors on our operatingresults. Recent historical seasonal variations have included an increase in European demand during our fiscal fourth quarter and decreased demand in otherfiscal quarters. Given that the majority of our net sales are derived from Europe, our consolidated results closely follow the seasonality trends in Europe. Theseasonal 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 aconsolidated basis during the second semester of our fiscal year, particularly in our fourth quarter. Additionally, the life cycles of major products, as well as theimpact of acquisitions and divestitures, may also materially impact our business, financial condition, or results of operations (see Note 15 of Notes toConsolidated Financial Statements for further information regarding our quarterly results).33Table of ContentsLIQUIDITY AND CAPITAL RESOURCESOur discussion of liquidity and capital resources includes an analysis of our cash flows and capital structure for all periods presented.CASH CONVERSION CYCLE As a distribution company, our business requires significant investment inworking capital, particularly accounts receivable and inventory, partiallyfinanced through our accounts payable to vendors. An important driver of ouroperating cash flows is our cash conversion cycle (also referred to as “netcash days”). Our net cash days are defined as days of sales outstanding inaccounts receivable plus days of supply on hand in inventory, less days ofpurchases outstanding in accounts payable. We manage our cashconversion cycle on a daily basis throughout the year and our reportedfinancial results reflect that cash conversion cycle at the balance sheet date.The following tables present the components of our cash conversion cycle,in days, as of January 31, 2017, 2016, 2015 and 2014. CASH FLOWSThe following table summarizes Tech Data’s Consolidated Statement of Cash Flows:Year ended January 31: 2017 2016 2015(in millions) Net cash provided by (used in): Operating activities $656.8 $193.9 $123.1Investing activities (42.2) (41.8) (21.1)Financing activities 976.5 (148.2) (52.8)Effect of exchange rate changes on cash and cash equivalents 3.3 (15.7) (72.1)Net increase (decrease) in cash and cash equivalents $1,594.4 $(11.8) $(22.9)OPERATING ACTIVITIES•The increase in cash resulting from operating activities in fiscal 2017 compared to fiscal 2016 is primarily due to a 5 day decrease in the cashconversion cycle in fiscal 2017 compared to no change in fiscal 2016, as illustrated above. The decrease in the cash conversion cycle in fiscal 2017 isdue to an increase in days of purchases outstanding, primarily due to changes in payment terms with certain vendors.•The increase in cash resulting from operating activities in fiscal 2016 compared to fiscal 2015 can be primarily attributed to higher earnings partiallyoffset by higher income taxes paid.34Table of ContentsThe significant components of our investing and financing cash flow activities are listed below.INVESTING ACTIVITIES2017•$39.3 million of capital expenditures2016•$34.0 million of capital expenditures•$27.8 million of cash paid for the acquisition of SignatureTechnology Group, Inc.•$20.0 million of proceeds from the sale of our subsidiaries in Chileand Peru2015•$28.2 million of capital expenditures•$7.1 million of proceeds from the sale of a building FINANCING ACTIVITIES2017•$992.2 million of net cash proceeds from the issuance of seniornotes•$15.3 million of acquisition-related financing costs2016•$147.0 million paid for the repurchase of shares of common stockunder our share repurchase program•$5.9 million of net borrowings on our revolving credit lines2015•$53.0 million paid for the repurchase of shares of common stockunder our share repurchase program•$5.1 million related to acquisition earn-out payments•$7.3 million of net borrowings on our revolving credit linesCAPITAL RESOURCES AND DEBT COMPLIANCEOur debt to total capital ratio was 39% at January 31, 2017 . As part of our capital structure and to provide us with significant liquidity, we have a diverse rangeof financing facilities across our geographic regions with various financial institutions. Also providing us liquidity are our cash and cash equivalents balancesacross our regions which are deposited and/or invested with various financial institutions. We are exposed to risk of loss on funds deposited with these financialinstitutions; however, we monitor our financing and depository financial institution partners regularly for credit quality. We believe that our existing sources ofliquidity, including our financing facilities and cash resources, as well as cash expected to be provided by operating activities and our ability to issue debt orequity, if necessary, will be sufficient to meet our cash requirements for at least the next 12 months, including our working capital needs, the acquisition of TSand the repayment of $350 million of 3.75% Senior Notes upon maturity.At January 31, 2017, we had approximately $2.1 billion in cash and cash equivalents, of which approximately $1.1 billion was held in our foreign subsidiaries. Asdiscussed above, the Company currently has sufficient resources, cash flows and liquidity within the United States to fund current and expected future workingcapital requirements. Historically, the Company has utilized and reinvested cash earned outside the United States to fund foreign operations and expansion, andplans to continue reinvesting such earnings and future earnings indefinitely outside of the United States. If the Company’s plans for the use of cash earnedoutside of the United States change in the future, cash and cash equivalents held by our foreign subsidiaries may not be repatriated to the United States withoutpotential negative income tax consequences.35Table of ContentsThe following is a discussion of our various financing facilities:Senior notesIn January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due 2022 (the "3.70% Senior Notes") and $500.0million aggregate principal amount of 4.95% Senior Notes due 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"), resulting in proceeds ofapproximately $989.9 million, net of debt discount and debt issuance costs of approximately $1.6 million and $8.5 million , respectively. The net proceeds fromthe issuance of the 2017 Senior Notes were used to fund a portion of the purchase price of the acquisition of TS (see Note 16 of Notes to Consolidated FinancialStatements for further discussion). The debt discount and debt issuance costs incurred in connection with the public offering are amortized over the life of the2017 Senior Notes as additional interest expense using the effective interest method. The Company pays interest on the 2017 Senior Notes semi-annually inarrears on February 15 and August 15 of each year, beginning on August 15, 2017. The interest rate payable on the 2017 Senior Notes will be subject toadjustment from time to time if the credit rating assigned to such series of notes is downgraded. At no point will the interest rate be reduced below the interestrate payable on the notes on the date of the initial issuance or the total increase in the interest rate on the notes exceed 2.00% above the interest rate payableon the notes of the series on the date of their initial issuance. The 2017 Senior Notes are senior unsecured obligations of the Company and will rank equally withall other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.The Company, at its option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior toNovember 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2017 Senior Notes tobe redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed,discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70%Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date ofredemption. The Company may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70%Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 SeniorNotes to be redeemed.In September 2012, the Company issued $350.0 million aggregate principal amount of 3.75% Senior Notes in a public offering (the "3.75% 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 discount and debt issuance costs incurred in connection with the public offering are amortized over the life of the 3.75% Senior Notes asadditional interest expense using the effective interest method. We pay interest on the 3.75% Senior Notes semi-annually in arrears on March 21 andSeptember 21 of each year, ending on the maturity date of September 21, 2017. We may, at our option, redeem the 3.75% Senior Notes at any time in whole orin part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 3.75% Senior Notes to be redeemed or (ii) the sum of the presentvalues of the remaining scheduled payments of principal and interest on the 3.75% Senior Notes being redeemed, discounted at a rate equal to the sum of theapplicable Treasury Rate plus 50 basis points, plus accrued and unpaid interest up to the date of redemption. The 3.75% Senior Notes are senior unsecuredobligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.Other credit facilitiesWe have a $1.0 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”) which, among other things, provides for (i) a maturity date ofNovember 2, 2021, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on our non-credit enhanced senior unsecured debt rating asdetermined by Standard & Poor’s Rating Service and Moody’s Investor Service, and (iii) the ability to increase the facility to a maximum of $1.25 billion, subjectto certain conditions. We pay interest on advances under the Credit Agreement at the applicable LIBOR rate (or similar interbank offered rates depending oncurrency draw) plus a predetermined margin that is based on our debt rating. There were no amounts outstanding under the Credit Agreement at January 31,2017 and 2016 .We entered into a term loan credit agreement on November 2, 2016 with a syndicate of banks (the "Term Loan Credit Agreement") which provides for theborrowing of (i) a tranche of senior unsecured term loans in an original aggregate principal amount of $250 million and maturing three years after the fundingdate and (ii) a tranche of senior unsecured term loans in an original aggregate principal amount of $750 million and maturing five years after the funding date.We pay interest on advances under the Term Loan Credit Agreement at a fixed rate based on LIBOR (or similar interbank offered rates depending on currencydraw) plus a predetermined margin that is based on our debt rating. There are no balances outstanding under the Term Loan Credit Agreement as of January31, 2017 as the term loans were funded in conjunction with the acquisition of TS, which occurred on February 27, 2017.We also have an agreement with a syndicate of banks (the "Receivables Securitization Program") that allows us to transfer an undivided interest in a designatedpool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $400.0 million. Under this program, the Companytransfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the ConsolidatedBalance Sheet, totaled $748.6 million and $721.1 million at January 31, 2017 and 2016, respectively. As collections reduce accounts receivable balancesincluded in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. TheReceivables Securitization Program has a maturity date of November 16, 2017, and interest is to be paid on advances at the applicable36Table of Contentscommercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at January31, 2017 and 2016 .In addition to the facilities described above, we have various other committed and uncommitted lines of credit and overdraft facilities totaling approximately$251.4 million at January 31, 2017 to support our operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewedperiodically for renewal. There was $23.7 million outstanding on these facilities at January 31, 2017 , at a weighted average interest rate of 8.35% , and therewas $18.1 million outstanding at January 31, 2016 , at a weighted average interest rate of 5.26% .At January 31, 2017 , we had also issued standby letters of credit of $30.2 million. These letters of credit typically act as a guarantee of payment to certain thirdparties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company's borrowing availability under certain ofthe above-mentioned credit facilities.Certain of our credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance with otherobligations, warranties and covenants. The financial ratio covenants within these credit facilities include a maximum total leverage ratio and a minimum interestcoverage ratio. At January 31, 2017 , we were in compliance with all such financial covenants. In light of these financial covenants, the Company’s maximumborrowing availability on its credit facilities was restricted to approximately $1.0 billion , of which $23.7 million was outstanding at January 31, 2017 .Debt Commitment LetterOn September 19, 2016, in connection with the interest purchase agreement related to TS, we obtained a commitment letter for a $3.1 billion senior unsecuredbridge loan facility, subject to customary conditions, in order to finance a portion of the acquisition of TS, if necessary. As of January 31, 2017, the commitmentwas reduced to $300 million as a result of executing the Term Loan Credit Agreement, an amendment to the Credit Agreement, the issuance of the 2017 SeniorNotes and the satisfaction of certain other conditions. The commitment for the bridge loan facility was terminated on February 27, 2017 in conjunction with theacquisition of TS.Accounts receivable purchase agreementsWe have uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financialinstitutions. Under these programs, we may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Availablecapacity 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 intothese programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that we continue toservice, administer and collect the sold accounts receivable. At January 31, 2017 and 2016 , the Company had a total of $506.7 million and $554.2 million ,respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the fiscal years ended January 31, 2017, 2016 and2015 , discount fees recorded under these facilities were $6.1 million , $4.4 million and $4.4 million , respectively, which are included as a component of "other(income) expense, net" in the Company's Consolidated Statement of Income.37Table of ContentsRETURN ON INVESTED CAPITALAs discussed previously, one of our key financial objectives is to earn a return on invested capital ("ROIC") above our weighted average cost of capital. OurROIC is calculated based on non-GAAP operating income (as previously defined), on an after-tax basis, divided by the average total debt and non-GAAPshareholders’ equity balances, less cash, for the prior five quarters. Management believes that providing this additional information is useful to investorsbecause it provides a meaningful comparison of our performance between periods. The following table presents a detailed calculation of our ROIC:Year ended January 31:2017 2016 2015(in millions) ROIC (A/B)14% 13% 11% Non-GAAP Net Operating Profit After Tax ("NOPAT") (A) : Non-GAAP Operating Income$338.9 $319.1 $308.0Non-GAAP effective tax rate28.7% 28.5% 31.8%Non-GAAP NOPAT (Non-GAAP operating income x (1 - non-GAAP effectivetax rate))$241.6 $228.2 $210.2 Average Invested Capital (B) : Short-term debt (5-qtr average)$157.5 $16.5 $40.3Long-term debt (5-qtr average)407.2 350.4 352.0Non-GAAP Shareholders' Equity (5-qtr average)2,103.4 1,943.7 2,103.3Total average capital2,668.1 2,310.6 2,495.6Less: Cash (5-qtr average)(974.2) (597.7) (573.2)Average invested capital less average cash$1,693.9 $1,712.9 $1,922.4(A/B) ROIC is calculated as Non-GAAP Net Operating Profit After Tax divided by Average Invested Capital (less average cash).38Table of ContentsCONTRACTUAL OBLIGATIONSAs of January 31, 2017 , future payments of debt and amounts due under future minimum lease payments, including minimum commitments under anagreement for data center services, are as follows (in millions): Operating leases Debt (1) (2) Total Fiscal year: 2018$47.7 $410.2 $457.9201940.9 43.3 84.2202036.8 43.3 80.1202133.8 43.3 77.1202219.1 43.3 62.4Thereafter27.5 1,145.4 1,172.9Total payments205.8 1,728.8 1,934.6Less amounts representing interest— (355.1) (355.1)Total principal payments$205.8 $1,373.7 $1,579.5(1)Amounts include interest on the 3.75% Senior Notes, 3.70% Senior Notes and 4.95% Senior Notes calculated at the fixed rate of 3.75%, 3.70% and 4.95% per year,respectively, and exclude estimated interest on the committed and uncommitted revolving credit facilities as these facilities are at variable rates of interest.(2)In connection with our acquisition of TS on February 27, 2017, we borrowed $250 million and $750 million of term loans maturing in three and five years, respectively,under the Term Loan Credit Agreement. Future payments on the term loans are excluded from the table above (see Note 16 of Notes to Consolidated FinancialStatements for further discussion).Fair value renewal and escalation clauses exist for a substantial portion of the operating leases included above. Purchase orders for the purchase of inventoryand 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 representcontractual 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 specifyall significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of thetransaction. Our purchase orders are based on our current demand expectations and are fulfilled by our vendors within short time horizons. We do not havesignificant non-cancelable agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expectedrequirements for the next three months. We also enter into contracts for outsourced services; however, the obligations under these contracts were notsignificant, other than an agreement for data center services included above, and the contracts generally contain clauses allowing for cancellation withoutsignificant penalty.39Table of ContentsOFF-BALANCE SHEET ARRANGEMENTSSynthetic Lease FacilityWe have a synthetic lease facility with a group of financial institutions (the "Synthetic Lease") under which we lease certain logistics centers and office facilitiesfrom a third-party lessor that expires in June 2018. 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 andrental payments are calculated at the applicable LIBOR rate plus a margin based on our credit ratings.Upon not less than 30 days notice, at our option, we 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, wemay, 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 leasefor 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 toremarket 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 $3.4 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 ofNotes to Consolidated Financial Statements. As of January 31, 2017 , the Company was in compliance with all such covenants.GuaranteesAs is customary in the technology industry, to encourage certain customers to purchase product from us, we have arrangements with certain finance companiesthat provide inventory financing facilities for our customers. In conjunction with certain of these arrangements, we have agreements with the finance companiesthat 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 intime, our repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by us under these arrangements have beeninsignificant to date.We also provide additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for an indefiniteperiod 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 theunderlying credit for these guarantees on at least an annual basis. As of January 31, 2017 and 2016 , the outstanding amount of guarantees under thesearrangements totaled $3.7 million and $4.6 million , respectively. We believe that, based on historical experience, the likelihood of a material loss pursuant to theabove inventory repurchase obligations and guarantees is remote.40Table of ContentsCRITICAL ACCOUNTING POLICIES AND ESTIMATESThe information included within MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Thepreparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues andexpenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to accounts receivable, inventory, vendorincentives, 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 criticalaccounting policies discussed below affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.Accounts ReceivableWe maintain allowances for doubtful accounts receivable and sales returns for estimated losses resulting from the inability of our customers to make requiredpayments and estimated product returns by customers for exchange or credit. In estimating the required allowance, we take into consideration the overall qualityand aging of the receivable portfolio, the existence of credit insurance and specifically identified customer risks. Also influencing our estimates are the following:(i) the large number of customers and their dispersion across wide geographic areas; (ii) the fact that no single customer accounts for more than 10% of our netsales; (iii) the value and adequacy of collateral received from customers, if any; (iv) our historical write-off and sales returns experience; and (v) the currenteconomic environment. If actual customer performance were to deteriorate to an extent not expected by us, additional allowances may be required which couldhave an adverse effect on our consolidated financial results. Conversely, if actual customer performance were to improve to an extent not expected by us, areduction in allowances may be required which could have a favorable effect on our consolidated financial results.InventoryWe 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-outmethod. We write down our inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value basedupon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescence and the nature of vendor termssurrounding price protection and product returns), foreign currency fluctuations for foreign-sourced products, and assumptions about future demand. Marketconditions or changes in terms and conditions by our vendors that are less favorable than those projected by management may require additional inventorywrite-downs, which could have an adverse effect on our consolidated financial results.Vendor IncentivesWe 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 anad-hoc basis to support specific programs mutually developed with the vendor. Unrestricted volume rebates and early payment discounts received from vendorsare 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 forspecifically identified cooperative advertising programs and infrastructure funding are recorded when earned as adjustments to product costs or selling, generaland 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 anadverse effect on our consolidated financial results. Conversely, if actual vendor performance were to improve to an extent not expected by us, a reduction inallowances may be required which could have a favorable effect on our consolidated financial results.Goodwill, Intangible Assets and Other Long-Lived AssetsWe perform an annual review for the potential impairment of the carrying value of goodwill, or more frequently if current events and circumstances indicate apossible impairment. For purposes of our goodwill analysis, we have two reporting units, which are also our operating segments. We evaluate theappropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. If the results of the qualitative assessmentindicate that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step impairment test will not be performed.The factors that were considered in the qualitative analysis included macroeconomic conditions, industry and market considerations, cost factors such asincreases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows and other relevant entity-specific events andinformation.If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step impairment test is performed.The first step of the impairment test compares the fair value of our reporting units with their carrying amounts, including goodwill. The fair values of the reportingunits are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a businessthrough an analysis of multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in the discounted cash flowapproach are based on historical and forecasted revenue, operating costs, future economic conditions, and other relevant factors. If the carrying amountexceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. The amount of an impairment lossis recognized as the excess of the carrying value of goodwill over its implied fair value and is charged to expense in the period identified. If actual results aresubstantially lower than the projections used in our valuation methodology, or if41Table of Contentsmarket discount rates or our market capitalization substantially increase or decrease, respectively, our future valuations could be adversely affected, potentiallyresulting in future impairment charges.During the second quarter of fiscal year 2017, the Company elected to change the timing of its annual goodwill impairment testing from January 31st toNovember 1st. This accounting change is considered to be preferable because it allows the Company additional time to complete the annual goodwillimpairment test. This change does not represent a material change to the method of applying an accounting principle, nor does this change result inadjustments to previously issued financial statements. The Company has concluded that it is impracticable to objectively determine projected cash flows andrelated valuation estimates that would have been used as of each November 1st of prior reporting periods. As a result, the Company prospectively applied thechange in the annual goodwill impairment testing date beginning November 1, 2016. This change in testing date did not delay, accelerate or avoid a goodwillimpairment charge.We also examine the carrying value of our intangible assets with finite lives, which includes capitalized software and development costs, purchased intangiblesand other long-lived assets as current events and circumstances warrant determining whether there are any impairment losses. Factors that may cause anintangible asset or other long-lived asset impairment include negative industry or economic trends and significant under-performance relative to historical orprojected future operating results.Income TaxesWe record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. We consider all positive and negative evidenceavailable in determining the potential of realizing deferred tax assets, including the scheduled reversal of temporary differences, recent cumulative losses, recentand projected future taxable income, and prudent and feasible tax planning strategies. In making this determination, we place greater emphasis on recentcumulative 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 thatwe 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 bemade to reduce income tax expense, thereby increasing net income in the period such determination is made. Should we determine that we are not likely torealize 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 increase income taxexpense, thereby reducing net income in the period such determination is made.ContingenciesWe accrue for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As factsconcerning contingencies become known, we reassess our position and make appropriate adjustments to the financial statements. Estimates that areparticularly sensitive to future changes include those related to tax, legal and other regulatory matters such as imports and exports, the imposition ofinternational 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 availableduring the administrative and litigation process.RECENT ACCOUNTING PRONOUNCEMENTSSee Note 1 of Notes to Consolidated Financial Statements for the discussion on recent accounting pronouncements.42Table of ContentsITEM 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 asbusiness practices evolve and could have a material impact on our financial results in the future. In the normal course of business, we employ establishedpolicies and procedures to manage our exposure to fluctuations in the value of foreign currencies. It is our policy to utilize financial instruments to reduce riskswhere internal netting cannot be effectively employed. Additionally, we do not enter into derivative instruments for speculative or trading purposes. With respectto our internal netting practices, we will consider inventory as an economic hedge against foreign currency exposure in accounts payable in certaincircumstances. This practice offsets such inventory against corresponding accounts payable denominated in currencies other than the functional currency of thesubsidiary buying the inventory, when determining our net exposure to be hedged using traditional forward contracts. Under this strategy, we would expect toincrease or decrease our selling prices for products purchased in foreign currencies based on fluctuations in foreign currency exchange rates affecting theunderlying accounts payable. To the extent we incur a foreign currency exchange loss (gain) on the underlying accounts payable denominated in the foreigncurrency, 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 degreeof 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 primarily to international transactions, where the currency collected from customers can be different from the currencyused to purchase the product. Our transactions in foreign currencies are denominated primarily in the following currencies: British pound, Canadian dollar,Czech koruna, Danish krone, euro, Mexican peso, Norwegian krone, Polish zloty, Swedish krona, Swiss franc and U.S. dollar. Our foreign currency riskmanagement objective is to protect our earnings and cash flows from the adverse impact of exchange rate changes through the use of foreign currency forwardand swap contracts to primarily hedge intercompany loans, accounts receivable and accounts payable.In order to provide an assessment of our foreign currency exchange rate risk, we performed a sensitivity analysis using a value-at-risk (“VaR”) model. The VaRmodel consisted of using a Monte Carlo simulation to generate 1,000 random market price paths. The VaR model determines the potential impact of thefluctuation in foreign exchange rates and interest rates assuming a one-day holding period, normal market conditions and a 95% confidence level. The model isnot intended to represent actual losses but is used as a risk estimation and management tool. Firm commitments, assets and liabilities denominated in foreigncurrencies were excluded from the model. The estimated maximum potential one-day loss in fair value, calculated using the VaR model, would be approximately$1.4 million and $0.7 million at January 31, 2017 and 2016 , respectively. We believe that the hypothetical loss in fair value of our foreign exchange derivativeswould be offset by the gains in the value of the underlying transactions being hedged. Actual future gains and losses associated with our derivative positionsmay differ materially from the analyses performed as of January 31, 2017 , due to the inherent limitations associated with predicting the changes in foreigncurrency exchanges rates and our actual exposures and positions. We are also exposed to changes in interest rates primarily as a result of our debt used to maintain liquidity and to finance working capital, capital expendituresand acquisitions. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to minimize overallborrowing costs. To achieve our objective, we use a combination of fixed and variable rate debt. The nature and amount of our long-term and short-term debtcan be expected to vary as a result of future business requirements, market conditions and other factors. Approximately 98% and 95%, respectively, of ouroutstanding debt had fixed interest rates at January 31, 2017 and 2016 . 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, theinterest expense on our variable rate debt may fluctuate.43Table of ContentsITEM 8. Financial Statements and Supplementary Data. Index to Financial Statements Page Financial Statements Report of Independent Registered Certified Public Accounting Firm45 Consolidated Balance Sheet46 Consolidated Statement of Income46 Consolidated Statement of Comprehensive Income47 Consolidated Statement of Shareholders’ Equity48 Consolidated Statement of Cash Flows49 Notes to Consolidated Financial Statements50 Financial Statement Schedule Schedule II—Valuation and Qualifying Accounts82All schedules and exhibits not included are not applicable, not required or would contain information which is shown in the financial statements or notes thereto.44Table of ContentsReport of Independent Registered Certified Public Accounting FirmThe Board of Directors and Shareholders of Tech Data CorporationWe have audited the accompanying consolidated balance sheets of Tech Data Corporation and subsidiaries as of January 31, 2017 and 2016, and the relatedconsolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31,2017. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibilityof 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 weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide 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 andsubsidiaries at January 31, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the three years in the period endedJanuary 31, 2017, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, whenconsidered 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 andsubsidiaries' internal control over financial reporting as of January 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 30, 2017 expressed an unqualified opinionthereon./s/ Ernst & Young LLPTampa, FloridaMarch 30, 201745Table of ContentsTECH DATA CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEET(In thousands, except share amounts)As of January 31:2017 2016ASSETS Current assets: Cash and cash equivalents$2,125,591 $531,169Accounts receivable, less allowances of $38,767 and $45,8753,047,927 2,995,114Inventories2,118,902 2,117,384Prepaid expenses and other assets119,906 178,394Total current assets7,412,326 5,822,061Property and equipment, net74,239 66,028Goodwill199,021 204,114Intangible assets, net130,676 159,386Other assets, net115,604 106,699Total assets$7,931,866 $6,358,288 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable$3,844,532 $3,427,580Accrued expenses and other liabilities493,199 487,003Revolving credit loans and current maturities of long-term debt, net373,123 18,063Total current liabilities4,710,854 3,932,646Long-term debt, less current maturities989,924 348,608Other long-term liabilities61,200 71,279Total liabilities5,761,978 4,352,533Commitments and contingencies (Note 13) Shareholders’ equity: Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at January 31, 2017and 201689 89Additional paid-in capital686,042 682,227Treasury stock, at cost (24,018,983 and 24,163,402 shares at January 31, 2017 and 2016)(1,070,994) (1,077,434)Retained earnings2,629,293 2,434,198Accumulated other comprehensive loss(74,542) (33,325)Total shareholders' equity2,169,888 2,005,755Total liabilities and shareholders' equity$7,931,866 $6,358,288The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.TECH DATA CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF INCOME(In thousands, except per share amounts)Year ended January 31:2017 2016 2015Net sales$26,234,876 $26,379,783 $27,670,632Cost of products sold24,932,949 25,093,122 26,276,678Gross profit1,301,927 1,286,661 1,393,954Operating expenses: Selling, general and administrative expenses984,152 990,934 1,114,234Acquisition and integration expenses28,966 — —LCD settlements and other, net(4,142) (98,433) (5,059)Value added tax assessments1,049 (8,796) (6,229)Restatement and remediation related expenses— 829 22,043Loss on disposal of subsidiaries— 699 1,330 1,010,025 885,233 1,126,319Operating income291,902 401,428 267,635Interest expense36,810 14,488 26,548Other (income) expense, net(1,669) 4,522 1,903Income before income taxes256,761 382,418 239,184Provision for income taxes61,666 116,682 64,012Net income$195,095 $265,736 $175,172Earnings per share Basic$5.54 $7.40 $4.59Diluted$5.51 $7.36 $4.57Weighted average common shares outstanding: Basic35,194 35,898 38,172Diluted35,428 36,097 38,354The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.46Table of ContentsTECH DATA CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME(In thousands) Year ended January 31:2017 2016 2015Net income$195,095 $265,736 $175,172Other comprehensive loss: Foreign currency translation adjustment(41,217) (84,087) (273,809)Total comprehensive income (loss)$153,878 $181,649 $(98,637)The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.47Table of ContentsTECH DATA CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY(In thousands) Common Stock Additional paid-in capital Treasury stock Retained earnings Accumulated othercomprehensive(loss) income Total equity Shares Amount Balance—January 31, 201459,246 $89 $675,597 $(894,936) $1,993,290 $324,571 $2,098,611Purchase of treasury stock, at cost— — — (52,997) — — (52,997)Issuance of treasury stock for benefit plan andequity-based awards exercised, includingrelated tax benefit of $2,302— — (9,292) 8,790 — — (502)Stock-based compensation expense— — 13,668 — — — 13,668Total other comprehensive loss— — — — — (273,809) (273,809)Net income— — — — 175,172 — 175,172Balance—January 31, 201559,246 89 679,973 (939,143) 2,168,462 50,762 1,960,143Purchase of treasury stock, at cost— — — (147,003) — — (147,003)Issuance of treasury stock for benefit plan andequity-based awards exercised, includingrelated tax benefit of $182— — (12,636) 8,712 — — (3,924)Stock-based compensation expense— — 14,890 — — — 14,890Total other comprehensive loss— — — — — (84,087) (84,087)Net income— — — — 265,736 — 265,736Balance—January 31, 201659,246 89 682,227 (1,077,434) 2,434,198 (33,325) 2,005,755Issuance of treasury stock for benefit plan andequity-based awards exerc ised— — (10,132) 6,440 — — (3,692)Stock-based compensation expense— — 13,947 — — — 13,947Total other comprehensive loss— — — — — (41,217) (41,217)Net income— — — — 195,095 — 195,095Balance—January 31, 201759,246 $89 $686,042 $(1,070,994) $2,629,293 $(74,542) $2,169,888The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.48Table of ContentsTECH DATA CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWS(In thousands)Year ended January 31:2017 2016 2015Cash flows from operating activities: Cash received from customers$29,427,357 $28,119,687 $29,380,493Cash paid to vendors and employees(28,664,222) (27,819,886) (29,174,581)Interest paid, net(22,020) (20,264) (24,546)Income taxes paid(84,272) (85,645) (58,275)Net cash provided by operating activities656,843 193,892 123,091Cash flows from investing activities: Acquisition of businesses, net of cash acquired(2,916) (27,848) —Expenditures for property and equipment(24,971) (20,917) (18,639)Proceeds from sale of fixed assets— — 7,121Software and software development costs(14,364) (13,055) (9,536)Proceeds from sale of subsidiaries— 20,020 —Net cash used in investing activities(42,251) (41,800) (21,054)Cash flows from financing activities: Payments for employee withholdings on equity awards(4,479) (4,662) (2,961)Proceeds from the reissuance of treasury stock733 561 1,456Cash paid for debt issuance costs(21,581) — —Cash paid for purchase of treasury stock— (147,003) (52,997)Proceeds from issuance of Senior Notes998,405 — —Acquisition earn-out payments— (2,736) (5,060)Net borrowings on revolving credit loans3,417 5,912 7,269Principal payments on long-term debt— (319) (546)Net cash provided by (used in) financing activities976,495 (148,247) (52,839)Effect of exchange rate changes on cash and cash equivalents3,335 (15,671) (72,057)Net increase (decrease) in cash and cash equivalents1,594,422 (11,826) (22,859)Cash and cash equivalents at beginning of year531,169 542,995 570,101Less: Cash balance of businesses held for sale at end of year— — 4,247Cash and cash equivalents at end of year$2,125,591 $531,169 $542,995 Reconciliation of net income to net cash provided by operating activities: Net income$195,095 $265,736 $175,172Adjustments to reconcile net income to net cash provided by operating activities: Loss on disposal of subsidiaries— 699 1,330Depreciation and amortization54,437 57,253 68,746Provision for losses on accounts receivable5,026 6,061 10,415Stock-based compensation expense13,947 14,890 13,668Accretion of debt discount and debt issuance costs on Senior Notes835 839 839Deferred income taxes(11,002) 2,387 (335)Gain on sale of fixed assets— — (2,350)Changes in operating assets and liabilities, net of acquisitions: Accounts receivable(91,961) (297,637) 22,166Inventories(20,838) (219,482) 245,474Prepaid expenses and other assets66,027 (44,384) 31,254Accounts payable459,146 426,412 (469,757)Accrued expenses and other liabilities(13,869) (18,882) 26,469Total adjustments461,748 (71,844) (52,081)Net cash provided by operating activities$656,843 $193,892 $123,091The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.49Table of ContentsTECH DATA CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESDescription of BusinessTech Data Corporation (“Tech Data” or the “Company”) is one of the world’s largest wholesale distributors of technology products. The Company serves as anindispensable link in the technology supply chain by bringing products from the world’s leading technology vendors to market, as well as providing customerswith advanced logistics capabilities and value-added services. Tech Data’s customers include value-added resellers, direct marketers, retailers and corporateresellers who support the diverse technology needs of end users. The Company is managed in two geographic segments: Americas and Europe.Principles of ConsolidationThe consolidated financial statements include the accounts of Tech Data and its subsidiaries. All significant intercompany accounts and transactions have beeneliminated in consolidation. The Company operates on a fiscal year that ends on January 31.Basis of PresentationThe consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the United States Securities and ExchangeCommission (“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 contingentassets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results coulddiffer from those estimates.Revenue RecognitionRevenue is recognized once four criteria are met: (1) the Company must have persuasive evidence that an arrangement exists; (2) delivery must occur, whichgenerally 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 pricemust be fixed or determinable; and (4) collectability must be reasonably assured. Shipping revenue is included in net sales while the related costs, includingshipping and handling costs, are included in the cost of products sold. The Company allows its customers to return product for exchange or credit subject tocertain limitations. A provision for such returns is recorded at the time of sale based upon historical experience. The Company also has certain fulfillment,extended warranty and service contracts with certain customers and suppliers whereby the Company assumes an agency relationship in the transaction. In sucharrangements where the Company is not the primary obligor, revenues are recognized as the net fee associated with serving as an agent. Taxes imposed bygovernmental authorities on the Company’s revenue-producing activities with customers, such as sales taxes and value added taxes, are excluded from netsales.Service revenue associated with configuration, training, fulfillment and other services is recognized when the work is complete and the four criteria discussedabove have been met. Service revenues have represented less than 10% of consolidated net sales for fiscal years 2017, 2016 and 2015 .The following table provides a comparison of sales generated from products purchased from vendors that exceeded 10% of the Company's consolidated netsales for fiscal 2017, 2016 and 2015 (as a percent of consolidated net sales): 201720162015Apple, Inc.20%20%15%HP Inc.13% Hewlett-Packard Company (a) 13%19%Cisco Systems, Inc.10% (a) Effective November 1, 2015, Hewlett-Packard Company split into two companies, HP Inc. and Hewlett Packard Enterprise. Amounts presented for fiscalyears 2016 and 2015 represent the sales generated from products purchased from Hewlett-Packard Company prior to the split.50Table of ContentsCash and Cash EquivalentsShort-term investments which are highly liquid and have an original maturity of 90 days or less are considered cash equivalents. The Company’s cashequivalents consist primarily of highly liquid investments in money market funds with maturity periods of three months or less.InvestmentsThe Company invests in life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by theCompany 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 investedassets 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 ReceivableThe Company maintains an allowance for doubtful accounts receivable and sales returns for estimated losses resulting from the inability of its customers tomake required payments and estimated product returns by customers for exchange or credit. In estimating the required allowance, the Company takes intoconsideration the overall quality and aging of the receivable portfolio, the large number of customers and their dispersion across wide geographic areas, theexistence of credit insurance where applicable, specifically identified customer risks, historical write-off and sales returns experience and the current economicenvironment. If actual customer performance were to deteriorate to an extent not expected by the Company, additional allowances may be required which couldhave an adverse effect on the Company’s financial results. Conversely, if actual customer performance were to improve to an extent not expected by theCompany, a reduction in the allowance may be required which could have a favorable effect on the Company’s consolidated financial results.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 theagreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accountsreceivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreementsalso require that the Company continue to service, administer and collect the sold accounts receivable. At January 31, 2017 and 2016 , the Company had a totalof $506.7 million and $554.2 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. Discount feesrecorded under these facilities, which are included as a component of "other (income) expense, net" in the Company's Consolidated Statement of Income, were$6.1 million , $4.4 million and $4.4 million during the fiscal years ended January 31, 2017, 2016 and 2015 , respectively.InventoriesInventories, consisting entirely of finished goods, are stated at the lower of cost or market, cost being determined on a moving average cost basis, whichapproximates the first-in, first-out method. Inventory is written down for estimated obsolescence equal to the difference between the cost of inventory and theestimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescenceand the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced product and assumptionsabout future demand. Market conditions or changes in terms and conditions by the Company’s vendors that are less favorable than those projected bymanagement may require additional inventory write-downs, which could have an adverse effect on the Company’s consolidated financial results.Vendor IncentivesThe Company receives incentives from vendors related to cooperative advertising allowances, infrastructure funding, volume rebates and other incentiveagreements. These incentives are generally under quarterly, semi-annual or annual agreements with the vendors; however, some of these incentives arenegotiated on an ad-hoc basis to support specific programs mutually developed with the vendor. Unrestricted volume rebates and early payment discountsreceived 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 productcosts 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 anadverse effect on the Company’s consolidated financial results. Conversely, if amounts recorded as outstanding receivables from vendors were to improve to anextent not expected by the Company, a reduction in the allowance may be required which could have a favorable effect on the Company’s consolidated financialresults.51Table of ContentsProperty and EquipmentProperty and equipment are stated at cost. Depreciation expense includes depreciation of purchased property and equipment. Depreciation expense iscomputed over the shorter of the estimated economic lives or lease periods using the straight-line method, generally as follows: YearsBuildings and improvements 15-39Leasehold improvements 3-10Furniture, fixtures and equipment 3-10Expenditures for renewals and improvements that significantly add to productive capacity or extend the useful life of an asset are capitalized. Expenditures formaintenance and repairs are charged to operations when incurred. When assets are sold or retired, the cost of the asset and the related accumulateddepreciation are eliminated and any gain or loss is recognized at such time.Intangible Assets, netIncluded within "intangible assets, net," at both January 31, 2017 and 2016 are capitalized software and development costs, as well as customer and vendorrelationships, a preferred supplier agreement and trademarks acquired in connection with various business acquisitions. Such capitalized costs and intangibleassets 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 computersoftware only when management authorizes and commits to funding a computer software project through the approval of a capital expenditure requisition, andthe 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 existingsoftware. Once these requirements have been met, capitalization would begin at the point that conceptual formulation, evaluation, design and testing of possiblesoftware project alternatives have been completed. Capitalization ceases when the software project is substantially complete and ready for its intended use. TheCompany’s accounting policy is to amortize capitalized software costs on a straight-line basis over periods ranging from three to ten years, depending upon thenature of the software, the stability of the hardware platform on which the software is installed, its fit in the Company’s overall strategy and the Company'sexperience with similar software.Prepaid maintenance fees associated with a software application are accounted for separately from the related software and amortized over the life of themaintenance agreement. General, administrative, overhead, training, non-development data conversion processes, and maintenance costs, as well as the costsassociated with the preliminary project and post-implementation stages are expensed as incurred.Impairment of Long-Lived AssetsLong-lived assets, including property and equipment and intangible assets, are reviewed for potential impairment at such time when events or changes incircumstances 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 itscarrying value.GoodwillThe Company performs an annual review for the potential impairment of the carrying value of goodwill, or more frequently if current events and circumstancesindicate a possible impairment. For purposes of its goodwill analysis, the Company has two reporting units, which are also the Company’s operating segments.The Company evaluates the appropriateness of performing a qualitative assessment, on a reporting unit level, based on current circumstances. If the results ofthe qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step impairmenttest will not be performed. The factors that were considered in the qualitative analysis included macroeconomic conditions, industry and market considerations,cost factors such as increases in product cost, labor, or other costs that would have a negative effect on earnings and cash flows and other relevant entity-specific events and information.If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step impairment test isperformed. The first step of the impairment test compares the fair value of the Company's reporting units with their carrying amounts, including goodwill. The fairvalues of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on thevalue of a business through an analysis of multiples of guideline companies and recent sales or offerings of a comparable entity. The assumptions used in thediscounted cash flow approach are based on historical and forecasted revenue, operating costs, future economic conditions and other relevant factors. If thecarrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. The amount of animpairment loss is recognized as the excess of the carrying value of goodwill over its implied fair value and is charged to expense in the period identified.During the second quarter of fiscal year 2017, the Company elected to change the timing of its annual goodwill impairment testing from January 31st toNovember 1st. This accounting change is considered to be preferable because it allows the Company additional time to complete the annual goodwillimpairment test. This change does not represent a material change to the method of applying an52Table of Contentsaccounting principle, nor does this change result in adjustments to previously issued financial statements. The Company has concluded that it is impracticable toobjectively determine projected cash flows and related valuation estimates that would have been used as of each November 1st of prior reporting periods. As aresult, the Company prospectively applied the change in the annual goodwill impairment testing date beginning November 1, 2016. This change in testing datedid not delay, accelerate or avoid a goodwill impairment charge.Product WarrantyThe Company’s vendors generally warrant the products distributed by the Company and allow the Company to return defective products, including those thathave been returned to the Company by its customers. The Company typically does not independently warrant the products it distributes; however, in severalcountries where the Company operates, the Company is responsible for defective product as a matter of law. The time period required by law in certaincountries exceeds the warranty period provided by the manufacturer. The Company is obligated to provide warranty protection for sales of certain IT productswithin the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-throughprotection. To date, the Company has not incurred any significant costs for defective products under these legal requirements. The Company does warrantservices with regard to products integrated for its customers. A provision for estimated warranty costs is recorded at the time of sale and periodically adjusted toreflect actual experience. To date, the Company has not incurred any significant service warranty costs.Value Added TaxesThe majority of the Company's international operations are subject to a value added tax ("VAT"), which is typically applied to all goods and services purchasedand sold. The Company's VAT liability represents VAT that has been recorded on sales to its customers and not yet remitted to the respective governmentalauthorities and the Company's VAT receivable represents VAT paid on purchases of goods and services that will be collected from future sales to its customers.At January 31, 2017 and 2016 , the Company's VAT liability was $209.6 million and $197.7 million , respectively, and is included in "accrued expenses and otherliabilities" on the Company's Consolidated Balance Sheet. At January 31, 2017 and 2016 , the Company's VAT receivable was $29.1 million and $27.8 million ,respectively, and is included in "prepaid expenses and other assets" on the Company's Consolidated Balance Sheet.Income TaxesIncome taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected futuretax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities aredetermined based on differences between the book basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which thedifferences 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 thatincludes the enactment date. Deferred taxes have not been provided on the cumulative undistributed earnings of foreign subsidiaries or the cumulativetranslation 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 inthe relative mix of taxable income and taxable loss jurisdictions, changes in the valuation of deferred tax assets or liabilities or changes in tax laws orinterpretations 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 taxplanning strategies. In making this determination, the Company places greater emphasis on recent cumulative losses and recent taxable income due to theinherent lack of subjectivity associated with these factors. In addition, the Company is subject to the periodic examination of its income tax returns by the InternalRevenue Service and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determinethe adequacy of its provision for income taxes. To the extent the Company was to prevail in matters for which accruals have been established or to be requiredto 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 RiskThe Company’s financial instruments which are subject to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable andforeign currency exchange contracts. The Company’s cash and cash equivalents are deposited and/or invested with various financial institutions globally thatare 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 the Americas andEurope. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company has obtained creditinsurance, primarily in Europe, which insures a percentage of credit extended by the Company to certain of its customers against possible loss. The Companymaintains provisions for estimated credit losses. No single customer accounted for more than 10% of the Company’s net sales during fiscal years 2017, 2016and 2015 .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 theCompany has contracted, the Company believes any loss would be limited in most circumstances to the exchange rate differential from the time the contractwas executed until the time the contract was settled. The Company’s foreign currency exchange contracts are executed with various financial institutionsglobally and are monitored on a regular basis by the Company for credit quality.53Table of ContentsForeign Currency Translation and RemeasurementThe 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 theexchange rate in effect at each balance sheet date and income and expense accounts are translated using weighted average exchange rates for each periodduring the year. Translation gains and losses are reported as components of "accumulated other comprehensive loss", included within shareholders’ equity inthe Company's Consolidated Balance Sheet. Gains and losses from foreign currency transactions are included in the Company's Consolidated Statement ofIncome.Derivative Financial InstrumentsThe Company faces exposure to changes in foreign currency exchange rates. The Company reduces its exposure by creating offsetting positions through theuse of derivative financial instruments, in the form of foreign currency forward contracts, in situations where there are not offsetting balances that create aneconomic 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 riskwhere appropriate and prohibit entering into derivative financial instruments for speculative or trading purposes.Derivative financial instruments used to reduce exposure to foreign currency risk are not designated as hedging instruments. The derivative instruments aremarked-to-market each period with gains and losses on these contracts recorded in the Company’s Consolidated Statement of Income within “cost of productssold” 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"prepaid expenses and other assets" or "accrued expenses and other liabilities" in the Company's Consolidated Balance Sheet.Comprehensive IncomeComprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events andcircumstances from non-owner sources, and is comprised of “net income” and “other comprehensive income.” The Company’s "accumulated othercomprehensive loss" is comprised exclusively of changes in the Company’s currency translation adjustment account.Stock-Based CompensationThe Company records all equity-based incentive grants to employees and non-employee members of the Company’s Board of Directors in “selling, general andadministrative expenses” in the Company’s Consolidated Statement of Income based on their fair values determined on the date of grant. Stock-basedcompensation expense, reduced for estimated forfeitures, is recognized on a straight-line basis over the requisite service period of the award. The Companyestimates forfeiture rates based on its historical experience.Treasury StockTreasury stock is accounted for at cost. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances underequity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.ContingenciesThe Company accrues for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. Asfacts concerning contingencies become known, the Company reassesses its position and makes appropriate adjustments to the financial statements. Estimatesthat are particularly sensitive to future changes include those related to tax, legal and other regulatory matters such as imports and exports, the imposition ofinternational 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 economic conditions and practices, which are all subject to change as events evolve and as additional information becomes availableduring the administrative and litigation process.Restatement and remediation related expensesRestatement and remediation related expenses primarily include legal, accounting and third party consulting fees associated with (i) the restatement of certain ofthe Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to reviewthe Company's accounting practices, (iii) incremental external audit and supplemental procedures by the Company in connection with the preparation of theCompany's financial statements, and (iv) other incremental legal, accounting and consulting fees incurred as a result of the Company's restatement relatedinvestigation, regulatory requests for information or in conjunction with the Company's remediation of material weaknesses and other control deficienciesidentified during the restatement. The Company incurred no restatement and remediation expenses during fiscal 2017 and incurred restatement and remediationrelated expenses of approximately $0.8 million and $22.0 million , respectively, during fiscal years 2016 and 2015, which are recorded in "restatement andremediation related expenses" in the Consolidated Statement of Income.54Table of ContentsAcquisition and integration expensesAcquisition and integration expenses are primarily comprised of transaction related costs, professional services and other costs including due diligence andintegration activities, related to the acquisition of Avnet, Inc.'s ("Avnet") Technology Solutions business ("TS") (see Note 5 – Acquisitions for further discussion).LCD settlements and other, netThe Company has been a claimant in proceedings seeking damages from certain manufacturers of LCD flat panel and cathode ray tube displays. The Companyreached settlement agreements with certain manufacturers during the periods presented and has recorded these amounts, net of attorney fees and expenses, in"LCD settlements and other, net," in the Consolidated Statement of Income.Recently Adopted Accounting StandardsIn April 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard which provides guidance to customers about whether a cloudcomputing arrangement includes a software license. If a cloud computing arrangement includes a software license, the license element should be accounted forconsistent with the acquisition of other software licenses. If the cloud computing arrangement does not include a software license, the customer should accountfor the arrangement as a service contract. The Company adopted this standard during the quarter ended April 30, 2016. The adoption of this standard did nothave a material impact on the Company’s consolidated financial statements.In September 2015, the FASB issued an accounting standard which simplifies the accounting for adjustments made to provisional amounts recognized in abusiness combination. The new standard eliminates the requirement to retrospectively account for adjustments to provisional amounts that are identified duringthe measurement period. The Company adopted this standard during the quarter ended April 30, 2016. The adoption of this standard had no impact on theCompany's consolidated financial statements.In March 2016, the FASB issued an accounting standard which modifies how companies account for certain aspects of stock-based payments to employees.The new standard revises the accounting treatment for excess tax benefits, statutory income tax withholding requirements, and forfeitures related to stock-basedawards. The standard is effective for annual periods beginning after December 15, 2016; however, early adoption is permitted. The Company early adopted thisstandard during the quarter ended April 30, 2016. The Company has elected to continue to estimate the number of stock-based awards expected to vest, aspermitted by the new standard, rather than electing to account for forfeitures as they occur. The adoption of this standard did not have a material impact on theCompany’s consolidated financial statements; however, as a result of the adoption of this standard, the classification of certain amounts in the ConsolidatedStatement of Cash Flows for the fiscal years ended January 31, 2016 and 2015 was retrospectively adjusted.Recently Issued Accounting StandardsIn May 2014, the FASB issued an accounting standard which will supersede all existing revenue recognition guidance under current GAAP. In March, April, Mayand December 2016, the FASB issued additional updates to the new accounting standard which provide supplemental adoption guidance and clarifications. Thenew standard requires the recognition of revenue to depict the transfer of promised goods or services in an amount that reflects the consideration the Companyexpects to be entitled to in exchange for those goods and services. The accounting standard is effective for the Company beginning with the quarter ending April30, 2018. The Company would have the option to adopt one year earlier and the standard may be adopted using either a full retrospective or a modifiedretrospective approach. The Company has established a project implementation team and developed a multi-phase plan to assess the Company’s business, aswell as any changes to processes or systems to adopt the requirements of the new standard. The Company is in the process of developing its conclusions onseveral aspects of the standard, including principal versus agent considerations, which would impact reporting certain revenues on a gross or net basis, as wellas assessing the impact of the new standard on the accounting for revenue earned by TS, which was acquired in February 2017.In July 2015, the FASB issued a new accounting standard that simplifies the subsequent measurement of inventory. Under the new standard, the cost ofinventory will be compared to the net realizable value (NRV). Net realizable value is defined as the estimated selling prices in the ordinary course of businessless reasonably predictable costs of completion, disposal and transportation. The standard should be applied prospectively and will be effective for the Companybeginning with the quarter ending April 30, 2017. The Company does not expect the adoption of this standard to have a material impact on the Company'sConsolidated Financial Statements.In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balancesheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of theright to use asset will be recorded for leases determined to be financing leases and straight-line lease expense will be recorded for leases determined to beoperating leases. Lessees will initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. The newaccounting standard must be adopted using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliestcomparative period presented in the financial statements. The accounting standard is effective for the Company beginning with the quarter ended April 30, 2019,with early adoption permitted. The Company is currently in the process of assessing what impact this new standard may have on its consolidated financialstatements. 55Table of ContentsIn June 2016, the FASB issued an accounting standard which revises the methodology for measuring credit losses on financial instruments and the timing of therecognition of those losses. Under the new standard, financial assets measured at an amortized cost basis are to be presented net of the amount not expectedto be collected via an allowance for credit losses. Estimated credit losses are to be based on historical information adjusted for management's expectation thatcurrent conditions and supportable forecasts differ from historical experience. The accounting standard is effective for the Company beginning with the quarterending April 30, 2020, with early adoption permitted. The Company is currently in the process of assessing what impact this new standard may have on itsconsolidated financial statements.In August 2016, the FASB issued a new accounting standard that addresses how certain cash receipts and cash payments are presented and classified on thestatement of cash flows. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2018, with early adoption permitted.The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.In October 2016, the FASB issued a new accounting standard that revises the accounting for the income tax consequences of intra-entity transfers of assetsother than inventory. The accounting standard is effective for the Company beginning with the quarter ending April 30, 2018, with early adoption permitted. TheCompany does not expect the adoption of this standard to have a material impact on its consolidated financial statements.In January 2017, the FASB issued a new standard that simplifies the subsequent measurement of goodwill by eliminating Step 2 from the annual goodwillimpairment test. The accounting standard should be applied prospectively and will be effective for the Company beginning with the quarter ended April 30, 2020,with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.ReclassificationsCertain reclassifications have been made to the prior period amounts to conform to the current period presentation. These reclassifications did not have amaterial impact on previously reported amounts.56Table of ContentsNOTE 2 — EARNINGS PER SHARE ("EPS")The Company presents the composition of EPS on a basic and diluted basis. Basic EPS is computed by dividing net income by the weighted average number ofshares 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 (in thousands, except per share data) is as follows:Year ended January 31: 2017 2016 2015Net income $195,095 $265,736 $175,172 Weighted average common shares - basic 35,194 35,898 38,172Effect of dilutive securities: Equity-based awards 234 199 182Weighted average common shares - diluted 35,428 36,097 38,354 Earnings per share Basic $5.54 $7.40 $4.59Diluted $5.51 $7.36 $4.57For the fiscal year ended January 31, 2017, there were 5,191 shares excluded from the computation of diluted earnings per share because their effect wouldhave been antidilutive. For the fiscal years ended January 31, 2016 and 2015, there were no shares excluded from the computation of diluted earnings pershare because their effect would have been antidilutive.NOTE 3 — PROPERTY AND EQUIPMENT, NETThe Company's property and equipment (in thousands) consists of the following:As of January 31: 2017 2016Land $3,957 $3,977Buildings and leasehold improvements 69,065 68,377Furniture, fixtures and equipment 269,032 283,842Property and equipment 342,054 356,196Less: accumulated depreciation (267,815) (290,168)Property and equipment, net $74,239 $66,028Depreciation expense included in income from operations for the fiscal years ended January 31, 2017, 2016 and 2015 totaled $16.2 million , $16.3 million and$19.2 million , respectively.NOTE 4 — GOODWILL AND INTANGIBLE ASSETSThe changes in the carrying amount of goodwill, by geographic segment, for the fiscal year ended January 31, 2017 , are as follows (in thousands): Americas Europe Total Balance as of February 1, 2016$19,559 $184,555 $204,114Goodwill acquired during the year— 2,671 2,671Foreign currency translation adjustment— (7,764) (7,764)Balance as of January 31, 2017$19,559 $179,462 $199,021In conjunction with the Company’s annual impairment testing, the Company’s goodwill was tested for impairment as of November 1, 2016. The results of thetesting indicated that the fair value of the Company’s reporting units was greater than the carrying value. As a result, no goodwill impairment was recordedduring the fiscal year ended January 31, 2017 .57Table of ContentsThe Company's intangible assets consist of the following (in thousands): January 31, 2017 January 31, 2016 Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Capitalized software and development costs$320,113 $269,872 $50,241 $308,926 $256,145 $52,781Customer and vendor relationships175,872 107,267 68,605 184,894 95,865 89,029Other intangible assets40,555 28,725 11,83042,678 25,102 17,576Total$536,540 $405,864 $130,676 $536,498 $377,112 $159,386The Company capitalized intangible assets of $14.6 million , $29.2 million and $10.4 million for the fiscal years ended January 31, 2017, 2016 and 2015 ,respectively. For fiscal 2017, these capitalized assets related primarily to software and software development expenditures to be used in the Company'soperations. For fiscal 2016, these capitalized assets included acquired identifiable intangible assets (see also Note 5 - Acquisitions) and software and softwaredevelopment expenditures to be used in the Company's operations. For 2015, these capitalized assets related primarily to software and software developmentexpenditures to be used in the Company's operations.Amortization expense for the fiscal years ended January 31, 2017, 2016 and 2015 , totaled $38.2 million , $41.0 million and $49.5 million , respectively.Estimated amortization expense of existing capitalized software and development costs and other intangible assets (which includes customer and vendorrelationships and other intangible assets) is as follows (in thousands): Fiscal year:Capitalized software anddevelopment costs Other intangible assets Total2018$16,254 $19,091 $35,345201911,998 15,951 27,94920207,427 11,586 19,01320215,577 11,272 16,84920223,706 10,674 14,380NOTE 5 — ACQUISITIONS Acquisition of TSOn September 19, 2016, the Company entered into an interest purchase agreement with Avnet to acquire TS. The Company completed the acquisition onFebruary 27, 2017 (see further discussion in Note 16 - Subsequent Events). Acquisition and integration expenses are comprised of transaction related costs,professional services and other costs related to the acquisition of TS. Transaction related costs primarily include legal expenses and due diligence costsincurred in connection with the transaction. Professional services are primarily comprised of integration related activities, including professional fees for projectmanagement, accounting and tax consulting services.Acquisition and integration expenses related to the acquisition of TS in the accompanying Consolidated Statements of Income are comprised of the following (inthousands):Year ended: January 31, 2017Professional services $14,338Transaction related costs 12,083Other 2,545Total $28,96658Table of ContentsAcquisition of STGOn June 1, 2015, the Company completed the acquisition of Signature Technology Group, Inc. ("STG"), a partner-led provider of data center and professionalservices throughout North America, for a purchase price of $27.8 million . The purchase price has been allocated to the estimated fair values of assets acquiredand liabilities assumed, including tangible assets of approximately $0.3 million , identifiable intangible assets of approximately $14.5 million , goodwill ofapproximately $14.1 million and liabilities of approximately $1.1 million . Identifiable intangible assets are primarily related to customer relationships with anestimated useful life of ten years. Proforma information for the acquisition of STG has not been presented as the acquisition was not material to the Company’sconsolidated financial position or results of operations.NOTE 6 — LOSS ON DISPOSAL OF SUBSIDIARIESDuring the fourth quarter of fiscal 2015, the Company committed to a plan to sell its business operations in Chile and Peru. In March 2015, the Company alsocommitted to a plan to exit its business operations in Uruguay. During fiscal 2016 and 2015, the Company incurred a loss of $0.7 million and $1.3 million ,respectively, for charges related to the exit of its business operations in Uruguay and the loss on the sale of its business operations in Chile and Peru. Theoperating results of these entities during fiscal 2016 and 2015 were insignificant relative to the Company's consolidated financial results. During the fourthquarter of fiscal 2015, the Company also recorded a $5.6 million deferred tax liability related to undistributed earnings on assets held for sale in certain LatinAmerican jurisdictions.NOTE 7 — DEBTThe carrying value of the Company's outstanding debt consists of the following (in thousands):As of January 31:2017 2016Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022$500,000 $—Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027500,000 —Senior Notes, interest at 3.75% payable semi-annually, due September 21, 2017350,000 350,000Less—unamortized debt discount and debt issuance costs(10,633) (1,392)Senior Notes, net1,339,367 348,608Other committed and uncommitted revolving credit facilities, average interest rate of 8.35% and 5.26% atJanuary 31, 2017 and January 31, 2016, respectively23,680 18,063 1,363,047 366,671Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)(373,123) (18,063)Total long-term debt$989,924 $348,608Senior NotesIn January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due 2022 (the "3.70% Senior Notes") and $500.0million aggregate principal amount of 4.95% Senior Notes due 2027 (the "4.95% Senior Notes") (collectively the "2017 Senior Notes"), resulting in proceeds ofapproximately $989.9 million , net of debt discount and debt issuance costs of approximately $1.6 million and $8.5 million , respectively. The net proceeds fromthe issuance of the 2017 Senior Notes were used to fund a portion of the purchase price of the acquisition of TS (see further discussion in Note 16 - SubsequentEvents). The debt discount and debt issuance costs incurred in connection with the public offering are amortized over the life of the 2017 Senior Notes asadditional interest expense using the effective interest method. The Company pays interest on the 2017 Senior Notes semi-annually in arrears on February 15and August 15 of each year, beginning on August 15, 2017. The interest rate payable on the 2017 Senior Notes will be subject to adjustment from time to time ifthe credit rating assigned to such series of notes is downgraded. At no point will the interest rate be reduced below the interest rate payable on the notes on thedate of the initial issuance or the total increase in the interest rate on the notes exceed 2.00% above the interest rate payable on the notes of the series on thedate of their initial issuance. The 2017 Senior Notes are senior unsecured obligations of the Company and will rank equally with all other unsecured andunsubordinated indebtedness of the Company from time to time outstanding.The Company, at its option, may redeem the 3.70% Senior Notes at any time prior to January 15, 2022 and the 4.95% Senior Notes at any time prior toNovember 15, 2026, in each case in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2017 Senior Notes to beredeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Senior Notes to be redeemed,discounted to the date of redemption on a semi-annual basis at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points for the 3.70%Senior Notes and 40 basis points for the 4.95% Senior Notes, plus the accrued and unpaid interest on the principal amount being redeemed up to the date ofredemption. The Company may also redeem the 2017 Senior Notes, at any time in whole or from time to time in part, on or after January 15, 2022 for the 3.70%Senior Notes and November 15, 2026 for the 4.95% Senior Notes, in each case, at a redemption price equal to 100% of the principal amount of the 2017 SeniorNotes to be redeemed.59Table of ContentsIn September 2012, the Company issued $350.0 million aggregate principal amount of 3.75% Senior Notes in a public offering (the “3.75% 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 discount and debt issuance costs incurred in connection with the public offering are amortized over the life of the 3.75% Senior Notes asadditional interest expense using the effective interest method. The Company pays interest on the 3.75% Senior Notes semi-annually in arrears on March 21and September 21 of each year, ending on the maturity date of September 21, 2017. The Company, at its option, may redeem the 3.75% Senior Notes at anytime in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the 3.75% Senior Notes to be redeemed or (ii) the sumof the present values of the remaining scheduled payments of principal and interest on the 3.75% Senior Notes being redeemed, discounted at a rate equal tothe sum of the applicable Treasury Rate plus 50 basis points, plus accrued and unpaid interest up to the date of redemption. The 3.75% Senior Notes are seniorunsecured obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to timeoutstanding.Other Credit FacilitiesThe Company has a $1.0 billion revolving credit facility with a syndicate of banks (the “Credit Agreement”), which among other things, provides for (i) a maturitydate of November 2, 2021, (ii) an interest rate on borrowings, facility fees and letter of credit fees based on the Company’s non-credit enhanced seniorunsecured debt rating as determined by Standard & Poor’s Rating Service and Moody’s Investor Service, and (iii) the ability to increase the facility to a maximumof $1.25 billion , subject to certain conditions. The Company pays interest on advances under the Credit Agreement at LIBOR (or similar interbank offered ratesdepending on currency draw) plus a predetermined margin that is based on the Company’s debt rating. There were no amounts outstanding under the CreditAgreement at January 31, 2017 and 2016 .The Company entered into a term loan credit agreement on November 2, 2016 with a syndicate of banks (the "Term Loan Credit Agreement") which provides forthe borrowing of (i) a tranche of senior unsecured term loans in an original aggregate principal amount of $250 million and maturing three years after the fundingdate and (ii) a tranche of senior unsecured term loans in an original aggregate principal amount of $750 million and maturing five years after the funding date.The Company pays interest on advances under the Term Loan Credit Agreement at a fixed rate based on LIBOR (or similar interbank offered rates dependingon currency draw) plus a predetermined margin that is based on the Company's debt rating. There were no balances outstanding under the Term Loan CreditAgreement as of January 31, 2017 as the term loans were funded in conjunction with the acquisition of TS, which occurred on February 27, 2017 (see furtherdiscussion in Note 16 - Subsequent Events).The Company also has an agreement with a syndicate of banks (the “Receivables Securitization Program”) that allows the Company to transfer an undividedinterest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $400.0 million . Underthis program, the Company transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which arerecorded in the Consolidated Balance Sheet, totaled $748.6 million and $721.1 million at January 31, 2017 and 2016 , respectively. As collections reduceaccounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to beborrowed up to the maximum. This program has a maturity date of November 16, 2017, and interest is to be paid on advances under the ReceivablesSecuritization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under theReceivables Securitization Program at January 31, 2017 and 2016 .In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit and overdraft facilities totalingapproximately $251.4 million at January 31, 2017 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and arereviewed periodically for renewal. There was $23.7 million outstanding on these facilities at January 31, 2017 , at a weighted average interest rate of 8.35% ,and there was $18.1 million outstanding at January 31, 2016 , at a weighted average interest rate of 5.26% .At January 31, 2017 , the Company had also issued standby letters of credit of $30.2 million . These letters of credit typically act as a guarantee of payment tocertain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company's borrowing availabilityunder certain of the above-mentioned credit facilities.Certain of the Company’s credit facilities contain limitations on the amounts of annual dividends and repurchases of common stock and require compliance withother obligations, warranties and covenants. The financial ratio covenants under these credit facilities include a maximum total leverage ratio and a minimuminterest coverage ratio. At January 31, 2017 , the Company was in compliance with all such financial covenants. In light of these financial covenants, theCompany’s maximum borrowing availability on these other credit facilities was restricted to approximately $1.0 billion , of which $23.7 million was outstanding atJanuary 31, 2017 .Debt Commitment LetterOn September 19, 2016, in connection with the interest purchase agreement related to TS, the Company obtained a commitment letter for a $3.1 billion seniorunsecured bridge loan facility, subject to customary conditions, in order to finance a portion of the acquisition of TS, if necessary. As of January 31, 2017, thecommitment was reduced to $300 million as a result of executing the Term Loan Credit Agreement, an amendment to the Credit Agreement, the issuance of the2017 Senior Notes and the satisfaction of certain other conditions. The commitment for the bridge loan facility was terminated on February 27, 2017 inconjunction with the acquisition of TS (see further discussion in Note 16 - Subsequent Events).60Table of ContentsThe Company paid $15.3 million of acquisition-related financing costs related to the bridge loan facility, which is being amortized over the expected term of thefacility. Interest expense in the accompanying Consolidated Statements of Income for the year ended January 31, 2017 included $11.1 million of amortizationexpense related to this facility.Future payments of debt at January 31, 2017 and for succeeding fiscal years are as follows (in thousands):Fiscal Year: 2018$373,6802019—2020—2021—2022—Thereafter1,000,000Total principal payments$1,373,680NOTE 8 — INCOME TAXESSignificant components of the provision for income taxes are as follows (in thousands): Year ended January 31:2017 2016 2015Current tax expense: Federal$37,724 $71,502 $32,988State4,030 5,989 1,626Foreign30,914 36,804 29,733Total current tax expense72,668 114,295 64,347Deferred tax (benefit) expense: Federal(8,380) (3,984) 6,391State(799) 543 281Foreign(1,823) 5,828 (7,007)Total deferred tax (benefit) expense(11,002) 2,387 (335) $61,666 $116,682 $64,012The reconciliation of the U.S. federal statutory tax rate to the effective tax rate is as follows:Year ended January 31:2017 2016 2015U.S. statutory rate35.0 % 35.0 % 35.0 %State income taxes, net of federal benefit0.8 1.1 0.5Net changes in deferred tax valuation allowances(3.4) 0.0 (4.5)Tax on foreign earnings different than U.S. rate(9.9) (7.4) (11.8)Nondeductible interest2.1 1.6 4.0Reserve established for foreign income tax contingencies0.5 0.0 0.1Effect of company-owned life insurance(0.7) 0.2 (0.4)Undistributed earnings on foreign assets held for sale0.0 0.0 2.4Other, net(0.4) 0.0 1.5 24.0 % 30.5 % 26.8 %In fiscal 2017 and 2015, the Company recorded income tax benefits of $12.5 million and $19.2 million , respectively, primarily related to the reversal of deferredtax valuation allowances in certain European jurisdictions which had been recorded in prior fiscal years. Additionally during fiscal 2015, the Company recorded a$5.6 million deferred tax liability related to undistributed earnings on assets held for sale in certain Latin American jurisdictions (see further discussion in Note 6– Loss on Disposal of Subsidiaries ).61Table of ContentsThe components of pretax income are as follows (in thousands):Year ended January 31:2017 2016 2015United States$92,067 $195,219 $100,166Foreign164,694 187,199 139,018 $256,761 $382,418 $239,184The significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):As of January 31:2017 2016Deferred tax liabilities: Depreciation and amortization$48,910 $53,939Capitalized marketing program costs7,525 6,547Goodwill7,581 8,545Deferred costs currently deductible4,110 5,415Other, net5,241 5,938Total deferred tax liabilities73,367 80,384Deferred tax assets: Accrued liabilities41,509 42,071Loss carryforwards92,338 103,647Amortizable goodwill2,191 5,315Depreciation and amortization4,547 6,502Disallowed interest expense6,249 5,140Acquisition and transaction related costs5,605 —Other, net10,928 9,659 163,367 172,334Less: valuation allowances(46,764) (60,165)Total deferred tax assets116,603 112,169Net deferred tax asset$43,236 $31,785The net change in the deferred tax valuation allowances in fiscal 2017 was a decrease of $13.4 million primarily resulting from the reversal of deferred taxvaluation allowances related to certain European jurisdictions as discussed previously. The net change in the deferred tax valuation allowances in fiscal 2016was a decrease of $11.3 million primarily due to the impact of the translation of foreign currencies and the utilization of deferred tax assets subject to valuationallowances.The valuation allowances at both January 31, 2017 and 2016 primarily relate to foreign net operating loss carryforwards. The Company’s net operating losscarryforwards totaled $432.8 million and $482.3 million at January 31, 2017 and 2016 , respectively. The majority of the net operating losses have an indefinitecarryforward period with the remaining portion expiring in fiscal years 2018 through 2034. The Company considers all positive and negative evidence availablein determining the potential of realizing deferred tax assets. To the extent that the Company generates consistent taxable income within those operations withvaluation allowances, the Company may reduce the valuation allowances, thereby reducing income tax expense and increasing net income in the period thedetermination is made.The estimates and assumptions used by the Company in computing the income taxes reflected in the Company’s consolidated financial statements could differfrom the actual results reflected in the income tax returns filed during the subsequent year. Adjustments are recorded based on filed returns when such returnsare finalized or the related adjustments are identified.At January 31, 2017 , there are $776.9 million of consolidated cumulative undistributed earnings of foreign subsidiaries for which no deferred taxes have beenrecorded. It is not practical to estimate the amount of unrecognized deferred U.S. income tax that might be payable if any earnings were to be distributed byindividual foreign subsidiaries.62Table of ContentsA reconciliation of the beginning and ending balances of the total amount of gross unrecognized tax benefits, excluding accrued interest and penalties, for theyears ended January 31, 2017, 2016 and 2015 is as follows (in thousands): For the year ended January 31:2017 2016 2015Gross unrecognized tax benefits at beginning of period$12,989 $5,125 $5,859Increases in tax positions for prior years5,443 8,443 845Decreases in tax positions for prior years(118) (348) (730)Increases in tax positions for current year1,022 106 105Expiration of statutes of limitation(292) (77) (63)Settlements(370) (104) —Changes due to translation of foreign currencies(369) (156) (891)Gross unrecognized tax benefits at end of period$18,305 $12,989 $5,125At January 31, 2017, 2016 and 2015 , the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $12.5 million , $10.1million and $5.1 million , respectively.Unrecognized tax benefits that have a reasonable possibility of significantly decreasing within the 12 months following January 31, 2017 totaled $4.8 million andwere primarily related to the foreign taxation of certain transactions. Consistent with prior periods, the Company recognizes interest and penalties related tounrecognized tax benefits in the provision for income taxes. The Company’s accrued interest at January 31, 2017 , would not have a material impact on theeffective tax rate if reversed. The provision for income taxes for each of the fiscal years ended January 31, 2017, 2016 and 2015 includes interest expense onunrecognized income tax benefits for current and prior years which is not significant to the Company’s Consolidated Statement of Income. The change in thebalance of accrued interest for fiscal 2017, 2016 and 2015 , includes the current year end accrual, an interest benefit resulting from the expiration of statutes oflimitation, 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. TheCompany is no longer subject to examinations by the Internal Revenue Service for years before fiscal 2014. Income tax returns of various foreign jurisdictionsfor fiscal 2006 and forward are currently under taxing authority examination or remain subject to audit. NOTE 9 — EMPLOYEE BENEFIT PLANSOverview of Equity Incentive PlansAt January 31, 2017 , the Company had awards outstanding from two equity-based compensation plans, only one of which is currently active. The active planwas approved by the Company’s shareholders in June 2009 and includes 4.0 million shares available for grant, of which approximately 2.2 million shares remainavailable for future grant at January 31, 2017 . Under the active plan, the Company is authorized to award officers, employees and non-employee members ofthe Board of Directors restricted stock, options to purchase common stock, maximum value stock-settled stock appreciation rights, maximum value options andperformance awards that are dependent upon achievement of specified performance goals. Equity-based compensation awards are used by the Company toattract 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 theCompensation Committee of the Company’s Board of Directors (“Compensation Committee”) or is required under local law. Awards under the plans are pricedas determined by the Compensation Committee and under the terms of the Company’s active equity-based compensation plan are required to be priced at, orabove, the fair market value of the Company’s common stock on the date of grant. Awards generally vest between one and three years from the date of grant.The Company’s policy is to utilize shares of its treasury stock, to the extent available, to satisfy its obligation to issue shares upon the exercise of awards.For the fiscal years ended January 31, 2017, 2016 and 2015 , the Company recorded $13.9 million , $14.9 million and $13.7 million , respectively, of stock-based compensation expense, and related income tax benefits of $4.6 million , $4.6 million and $4.2 million , respectively. There was no cash received fromequity-based incentives exercised during the fiscal year ended January 31, 2017 and $0.6 million and $1.5 million of cash received from equity-based incentivesexercised during fiscal 2016 and 2015, respectively. The actual benefit received from the tax deduction from the exercise of equity-based incentives was $4.8million , $5.2 million and $5.2 million for the fiscal years ended January 31, 2017, 2016 and 2015, respectively.63Table of ContentsRestricted StockThe Company’s restricted stock awards are primarily in the form of restricted stock units (“RSUs”) and typically vest in annual installments lasting between oneand three 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 theclosing price of the Company’s common stock on the date of grant. Stock-based compensation expense includes $13.7 million , $14.8 million and $13.6 millionrelated to RSUs during fiscal 2017, 2016 and 2015 , respectively.A summary of the status of the Company’s RSU activity for the fiscal year ended January 31, 2017 is as follows: Shares Weighted-average grant date fairvalueNonvested at January 31, 2016496,329 $60.28Granted (a)240,658 78.42Vested(187,133) 60.73Canceled(44,772) 66.65Nonvested at January 31, 2017505,082 68.11(a) Includes 18,563 shares of performance-based restricted stock units, which assumes maximum achievement .The total fair value of RSUs which vested during the fiscal years ended January 31, 2017, 2016 and 2015 is $11.4 million , $15.4 million and $8.1 million ,respectively. The weighted-average estimated fair value of the 275,539 RSUs granted during the fiscal year ended January 31, 2016 was $ 59.30 per share.The weighted-average estimated fair value of the 455,806 RSUs granted during the fiscal year ended January 31, 2015 was $61.06 per share. As of January 31,2017 , the unrecognized stock-based compensation expense related to non-vested RSUs was $16.8 million , which the Company expects to be recognized overthe next three years (over a remaining weighted average period of two years ).Employee Stock Purchase PlanUnder the 1995 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to 1,000,000 shares of common stock to eligibleemployees 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 percentagededucted from their bi-weekly compensation to purchase the Company’s common stock and/or elect to purchase shares once per calendar quarter. Thepurchase 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 valueeach calendar year. From the inception of the ESPP through January 31, 2017 , the Company has issued 512,540 shares of common stock to the ESPP. Allshares purchased under the ESPP must be held by the employees for a period of one year. Stock-based compensation expense related to the ESPP wasinsignificant during fiscal 2017, 2016 and 2015 .Retirement Savings PlanThe 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 yearsof qualified service. Aggregate contributions made by the Company to the 401(k) Savings Plan were $3.1 million , $2.8 million and $0.1 million for fiscal 2017,2016 and 2015 , respectively. The Company suspended the employer match for the 401(k) Savings Plan for a portion of fiscal 2015. The employer match for the401(k) Saving Plan was reinstated for fiscal 2016.NOTE 10 — SHAREHOLDERS' EQUITYDuring fiscal 2015, the Company’s Board of Directors authorized a share repurchase program for the repurchase of up to a total of $100.0 million of theCompany’s common stock. During the first quarter of fiscal 2016, the Company completed this share repurchase program. Additionally, in June 2015, theCompany's Board of Directors authorized an additional share repurchase program of up to $100.0 million of the Company's common stock. The Companycompleted this share repurchase program in fiscal 2016. There were no shares repurchased by the Company during the year ended January 31, 2017.64Table of ContentsThe Company’s common share repurchase and issuance activity for fiscal 2017 and 2016 is summarized as follows: Shares Weighted- average price per share Treasury stock balance at January 31, 201521,866,069 $42.95Shares of common stock repurchased under share repurchase program2,497,029 58.87Shares of treasury stock reissued(199,696) Treasury stock balance at January 31, 201624,163,402 44.59Shares of treasury stock reissued(144,419) Treasury stock balance at January 31, 201724,018,983 $44.59NOTE 11 — FAIR VALUE MEASUREMENTSThe 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 inactive 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 orliability, either directly or indirectly; and, Level 3 – unobservable inputs for the asset or liability. The classification of an asset or liability within the fair valuehierarchy 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: January 31, 2017 January 31, 2016 Fair value measurement category Fair value measurement category Level 1Level 2Level 3 Level 1Level 2Level 3 (in thousands)Assets Cash equivalents$1,000,010 $— Foreign currency forward contracts $2,264 $3,412 Liabilities Foreign currency forward contracts $9,711 $2,274 The Company’s cash equivalents consist primarily of highly liquid investments in money market funds with maturity periods of three months or less.The Company’s foreign currency forward contracts are measured on a recurring basis based on foreign currency spot rates and forward rates quoted by banksor foreign currency dealers (Level 2 criteria) and are marked-to-market each period with gains and losses on these contracts recorded in the Company’sConsolidated Statement of Income on a basis consistent with the classification of the change in the fair value of the underlying transactions giving rise to theseforeign currency exchange gains and losses in the period in which their value changes, with the offsetting amount for unsettled positions being included in either"prepaid expenses and other assets" or "accrued expenses and other liabilities" in the Consolidated Balance Sheet. See further discussion below in Note 12 –Derivative Instruments.The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset, which is recorded in theCompany's Consolidated Balance Sheet in "other assets, net", is the amount that would be realized upon the assumed surrender of the policy. This amount isbased on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’sConsolidated Statement of Income within "other (income) expense, net." The related deferred compensation liability, which is recorded in the Company'sConsolidated Balance Sheet in "accrued expenses and other liabilities," is marked-to-market each period based upon the returns of the various investmentsselected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general andadministrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $35.2 millionand $35.3 million , respectively, at January 31, 2017 and $30.2 million and $30.5 million , respectively, at January 31, 2016.65Table of ContentsThe carrying value of the 3.70% Senior Notes, 4.95% Senior Notes and 3.75% Senior Notes (collectively the "Senior Notes") discussed in Note 7 - Debtrepresents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the Senior Notes is based upon quoted market information(Level 1). The estimated fair value of the Senior Notes was $1.354 billion at January 31, 2017.The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. Thecarrying amount of debt outstanding pursuant to revolving credit facilities approximates fair value as the majority of these instruments have variable interestrates which approximate current market rates (Level 2 criteria).NOTE 12 — DERIVATIVE INSTRUMENTSIn the ordinary course of business, the Company is exposed to movements in foreign currency exchange rates. The Company’s foreign currency riskmanagement objective is to protect earnings and cash flows from the impact of exchange rate changes primarily through the use of foreign currency forwardcontracts to hedge both intercompany and third party loans, accounts receivable and accounts payable. These derivatives are not designated as hedginginstruments.The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from thecurrency used to purchase the product. The Company’s transactions in its foreign operations are denominated primarily in the following currencies: Britishpound, Canadian dollar, Czech koruna, Danish krone, euro, Mexican peso, Norwegian krone, Polish zloty, Swedish krona, Swiss franc and U.S. dollar.The Company considers inventory as an economic hedge against foreign currency exposure in accounts payable in certain circumstances. This practice offsetssuch 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 decreaseselling 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, acorresponding increase (decrease) in gross profit would be expected as the related inventory is sold. This strategy can result in a certain degree of quarterlyearnings volatility as the underlying accounts payable is remeasured using the foreign currency exchange rate prevailing at the end of each period, or settlementdate if earlier, whereas the corresponding increase (decrease) in gross profit is not realized until the related inventory is sold.The Company recognizes foreign currency exchange gains and losses on its derivative instruments used to manage its exposures to foreign currencydenominated accounts receivable and accounts payable as a component of “cost of products sold” which is consistent with the classification of the change in fairvalue upon remeasurement of the underlying hedged accounts receivable or accounts payable. The Company recognizes foreign currency exchange gains andlosses 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 intercompany loans. The totalamount recognized in earnings on the Company’s foreign currency forward contracts, which depending upon the nature of the underlying hedged asset orliability is included as a component of either “cost of products sold” or “other (income) expense, net,” was a net foreign currency exchange loss of $4.3 million ,gain of $9.0 million and gain of $18.8 million , respectively, for the fiscal years ended January 31, 2017 , 2016 and 2015 . The gains and losses on theCompany’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 theextent 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 tocredit or market risks through its use of derivatives. The estimated fair value of derivative financial instruments represents the amount required to enter intosimilar offsetting contracts with similar remaining maturities based on quoted market prices.The Company’s foreign currency forward contracts are also discussed in Note 11 – Fair Value Measurements.The Company’s average notional amounts of derivative financial instruments outstanding during the fiscal years ended January 31, 2017, 2016 and 2015 areapproximately $0.6 billion , $0.6 billion and $0.7 billion , respectively, with average maturities of 29 days, 30 days and 32 days, respectively. As discussedabove, under the Company’s hedging policies, gains and losses on the derivative financial instruments have been and would be expected to continue to belargely offset by the gains and losses on the underlying assets or liabilities being hedged.66Table of ContentsNOTE 13 — COMMITMENTS AND CONTINGENCIESOperating LeasesThe Company leases logistics centers, office facilities and certain equipment under non-cancelable operating leases, which expire at various dates through fiscal2030. Fair value renewal and escalation clauses exist for a substantial portion of the operating leases. Rental expense for all operating leases, includingminimum commitments under an agreement for data center services, totaled $53.0 million , $45.3 million and $52.8 million in fiscal years 2017, 2016 and 2015 ,respectively. Future minimum lease payments at January 31, 2017 , under all such leases, including minimum commitments under an agreement for data centerservices, for succeeding fiscal years and thereafter are as follows (in thousands): Fiscal year: 2018$47,700201940,900202036,800202133,800202219,100Thereafter27,500Total payments$205,800Synthetic Lease FacilityThe Company has a synthetic lease facility with a group of financial institutions (the "Synthetic Lease") under which the Company leases certain logistics centersand office facilities from a third-party lessor, that expires in June 2018. 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 foras 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 theproperty'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 thelease 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) exercisethe 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 saleof 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 theaggregate amount of approximately $133.8 million . Future minimum lease payments under the Synthetic Lease are approximately $3.4 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, 2017 , the Company was in compliance with all such covenants.ContingenciesPrior 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 thoseaudits, the Spanish subsidiary received notices of assessment related to fiscal years 1994 through 2001 from the Regional Inspection Unit of Spain’s taxingauthority that allege the subsidiary did not properly collect and remit VAT. The Spanish subsidiary appealed these assessments to the Madrid Central EconomicAdministrative Courts beginning in March 2010. During fiscal 2015, the Madrid Central Economic Administrative Court issued a decision revoking the penaltiesfor certain of the assessed years. As a result of that decision, during the fiscal year ended January 31, 2015 the Company decreased its accrual for costsassociated with this matter by $6.2 million , which is recorded in "value added tax assessments" in the Consolidated Statement of Income. During fiscal 2016,the Spanish Supreme Court issued final decisions for the assessments related to fiscal years 1996 through 2001 which barred certain of the assessed amounts.As a result of these decisions, during fiscal 2016, the Company decreased its accrual for costs associated with this matter by $25.4 million , including $16.4million related to an accrual for assessments and penalties recorded in “value added tax assessments” and $9.0 million related to accrued interest recorded in“interest expense” in the Consolidated Statement of Income. The Company paid the remaining assessed amounts for fiscal years 1996 through 2001 of $12.3million during fiscal 2016.During the second quarter of fiscal 2017, the Spanish National Appellate Court issued an opinion upholding the assessments for fiscal years 1994 and 1995.Although the Company believes that the Spanish subsidiary's defense to the assessments has solid legal grounds and is continuing to vigorously defend itsposition by appealing to the Spanish Supreme Court, certain of the amounts assessed for fiscal years 1994 and 1995 are not eligible to be appealed to theSpanish Supreme Court. As a result, the Company increased its accrual for costs associated with this matter by $2.6 million during fiscal 2017, including $1.5million recorded in "value67Table of Contentsadded tax assessments" and $1.1 million recorded in "interest expense" in the Consolidated Statement of Income. The Company estimates the probableliability for these assessments including various penalties and interest, was approximately $7.3 million at January 31, 2017, which is included in "accruedexpenses 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’sBrazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred toas “CIDE tax.” The Company estimates the total exposure related to CIDE tax, including interest, was approximately $22.8 million at January 31, 2017. TheBrazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legalopinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends tovigorously 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 concludedthat 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 thislitigation will not be material to the Company’s consolidated net assets or liquidity.In fiscal 2016, the Company determined that it had additional VAT liabilities due in one of its European subsidiaries. As a result, the Company recorded a chargeof $7.6 million in “value added tax assessments” in the Consolidated Statement of Income during the year ended January 31, 2016 for VAT and associatedcosts. The Company has subsequently paid all VAT associated with this matter and filed amended tax returns with the tax authorities.The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expectthat 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.GuaranteesAs is customary in the technology industry, to encourage certain customers to purchase products from Tech Data, the Company has arrangements with certainfinance companies that provide inventory financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company wouldbe required to purchase certain inventory in the event the inventory is repossessed from the customers by the finance companies. As the Company does nothave 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’srepurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have beeninsignificant to date. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to these inventory repurchaseobligations is remote.The Company provides additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for anindefinite period of time, where the Company would be required to perform if the customer is in default with the finance company related to purchases madefrom the Company. The Company reviews the underlying credit for these guarantees on at least an annual basis. As of January 31, 2017 and 2016 , theoutstanding amount of guarantees under these arrangements totaled $3.7 million and $4.6 million , respectively. The Company believes that, based on historicalexperience, the likelihood of a material loss pursuant to the above guarantees is remote.NOTE 14 — SEGMENT INFORMATIONTech 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: Americas and Europe. The Company assessesperformance of and makes decisions on how to allocate resources to its operating segments based on multiple factors including current and projected operatingincome and market opportunities. The Company does not consider stock-based compensation expense in assessing the performance of its operating segments,and therefore the Company excludes stock-based compensation expense from segment information. The accounting policies of the segments are the same asthose described in Note 1 – Business and Summary of Significant Accounting Policies .68Table of ContentsFinancial information by geographic segment is as follows (in thousands):Year ended January 31:2017 2016 2015Net sales to unaffiliated customers: Americas (1)$10,384,523 $10,356,716 $10,406,209Europe15,850,353 16,023,067 17,264,423Total$26,234,876 $26,379,783 $27,670,632 Operating income: Americas (2) (3) (4)$144,246 $235,577 $145,107Europe (5) (6) (7)161,603 180,741 136,196Stock-based compensation expense(13,947) (14,890) (13,668)Total$291,902 $401,428 $267,635 Depreciation and amortization: Americas$18,844 $18,243 $16,653Europe35,593 39,010 52,093Total$54,437 $57,253 $68,746 Capital expenditures: Americas$19,275 $18,139 $13,798Europe20,060 15,833 14,377Total$39,335 $33,972 $28,175As of January 31:2017 2016Identifiable assets: Americas$3,238,162 $2,078,443Europe4,693,704 4,279,845Total$7,931,866 $6,358,288 Long-lived assets: Americas (1)$35,581 $29,402Europe38,658 36,626Total$74,239 $66,028 Goodwill & acquisition-related intangible assets, net: Americas$33,296 $35,615Europe246,002 274,401Total$279,298 $310,016(1)Net sales to unaffiliated customers in the United States represented 90% , 90% and 85% of the total Americas' net sales to unaffiliated customers for the fiscal yearsended January 31, 2017, 2016 and 2015 , respectively. Total long-lived assets in the United States represented 94% and 95% of the Americas' total long-lived assets atJanuary 31, 2017 and 2016 , respectively.(2)Operating income in the Americas for the fiscal year ended January 31, 2017 includes acquisition and integration expenses of $18.0 million (see further discussion in Note5 - Acquisitions) and a gain recorded in LCD settlements and other, net, of $4.1 million (see further discussion in Note 1 – Business and Summary of SignificantAccounting Policies ).(3)Operating income in the Americas for the fiscal year ended January 31, 2016 includes a gain recorded in LCD settlements and other, net, of $98.4 million (see furtherdiscussion in Note 1 – Business and Summary of Significant Accounting Policies ).(4)Operating income in the Americas for the fiscal year ended January 31, 2015 includes a gain recorded in LCD settlements and other, net, of $5.1 million and restatementand remediation related expenses of $4.0 million (see Note 1 – Business and Summary of Significant Accounting Policies ).(5)Operating income in Europe for the fiscal year ended January 31, 2017 includes acquisition and integration expenses of $11.0 million (see further discussion in Note 5 -Acquisitions) and an increase in the accrual for assessments and penalties for a VAT matter in the Company's subsidiary in Spain of $1.5 million (see further discussion inNote 13 - Commitments and Contingencies).(6)Operating income in Europe for the fiscal year ended January 31, 2016 includes a net benefit of $8.8 million related to various VAT matters in two European subsidiaries(see further discussion in Note 13 – Commitments and Contingencies ).(7)Operating income in Europe for the fiscal year ended January 31, 2015 includes restatement and remediation related expenses of $18.1 million (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies ) and a decrease in the accrual for value added tax matters in the Company's Spanish subsidiary of$6.2 million (see further discussion in Note 13 – Commitments and Contingencies ).69Table of ContentsNOTE 15 — INTERIM FINANCIAL INFORMATION (UNAUDITED)Interim financial information for fiscal years 2017 and 2016 is as follows (in thousands, except per share amounts):Fiscal year 2017: Quarter ended:April 30 (1) July 31 (1)(2) October 31 (2) January 31 (2)(3)Net sales$5,963,362 $6,353,739 $6,490,265 $7,427,510Gross profit298,611 316,450 315,839 371,027Operating income52,558 73,355 62,872 103,117Net income$33,373 $46,394 $36,506 $78,822 Earnings per share: Basic$0.95 $1.32 $1.04 $2.24Diluted$0.94 $1.31 $1.03 $2.22Fiscal year 2016: Quarter ended:April 30 (4) July 31 (4)(5) October 31 (4) January 31 (4)(5)Net sales$5,887,229 $6,580,393 $6,428,540 $7,483,621Gross profit291,889 325,279 314,844 354,649Operating income81,938 106,235 68,053 145,202Net income$51,277 $76,412 $41,900 $96,147 Earnings per share: Basic$1.39 $2.09 $1.19 $2.74Diluted$1.38 $2.09 $1.18 $2.72(1)During the first and second quarters of fiscal 2017, the Company recorded a gain of $0.4 million and $3.7 million , respectively, in LCD settlements and other, net (seefurther discussion in Note 1 - Business and Summary of Significant Accounting Policies).(2)During the second, third and fourth quarters of fiscal 2017, the Company recorded $2.0 million , $13.0 million and $14.0 million of acquisition and integration expenses,respectively (see further discussion in Note 5 - Acquisitions).(3)The Company recorded an income tax benefit of $12.5 million in the fourth quarter of fiscal 2017 primarily related to the reversal of deferred tax valuation allowances incertain jurisdictions in Europe.(4)During the first, second, third and fourth quarters of fiscal 2016, the Company recorded a gain of $38.5 million , $21.5 million , $3.0 million and $35.4 million , respectively,in LCD Settlements and other, net (see further discussion in Note 1 – Business and Summary of Significant Accounting Policies ).(5)The Company recorded a net benefit of $9.6 million in the second quarter and an expense of $0.8 million in the fourth quarter of fiscal 2016 related to various VAT mattersin two European subsidiaries (see further discussion in Note 13 – Commitments and Contingencies ).70Table of ContentsNOTE 16 — SUBSEQUENT EVENTSAcquisition of TSOn February 27, 2017 , the Company completed the acquisition of TS. The Company acquired all of the outstanding shares of TS for an aggregate purchaseprice of approximately $2.672 billion , comprised of approximately $2.425 billion in cash and 2,785,402 shares of Tech Data's common stock, valued at $247million based on the closing price of the Company's common stock on February 27, 2017, with the cash consideration subject to certain working capital andother adjustments. TS delivers technology services, software, hardware and solutions across the data center. The TS acquisition diversifies the Company's end-to-end solutions, deepens its value added capabilities and balances its solutions portfolio. The addition of TS also extends the Company's geographic reach intothe Asia-Pacific region while broadening its capabilities in Europe and the Americas, including re-entering Latin America with a focus on the delivery of newtechnologies that drive and complement the data center in this market. The acquisition will be accounted for as a business combination, with a portion of thegoodwill being tax deductible.Since the closing of this acquisition occurred subsequent to the Company's fiscal year-end, the allocation of the purchase price to the underlying assets acquiredand liabilities assumed is subject to a formal valuation process, which has not yet been completed. The major classes of assets acquired will include tradereceivables, inventories, trade payables and goodwill. The Company's first quarter fiscal 2018 operating results will include the results from TS following the dateof acquisition. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose apreliminary purchase price allocation or proforma financial information at this time.Term Loan Credit AgreementIn connection with the acquisition of TS on February 27, 2017, the Company borrowed $1.0 billion under its Term Loan Credit Agreement in order to fund aportion of the cash consideration paid to Avnet. The borrowings are comprised of $250.0 million of three-year senior unsecured term loans (the “2020 TermLoans”) and $750.0 million of five-year senior unsecured term loans (the “2022 Term Loans”). The outstanding principal amount of the 2020 Term Loans ispayable on February 27, 2020. The outstanding principal amount of the 2022 Term Loans is payable in equal quarterly installments of i) for the first three yearsafter the closing date, 5.0% per annum of the initial principal amount and ii) for the fourth and fifth years after the closing date, 10.0% per annum of the initialprincipal amount, with the remaining balance payable on February 27, 2022. The Company pays interest on advances under the Term Loan Credit Agreementat a fixed rate based on LIBOR (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on the Company'sdebt rating.ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.ITEM 9A. Controls and Procedures.Evaluation of Disclosure Controls and ProceduresThe Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods. Tech Data’smanagement, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of theCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of January 31, 2017. Based on thisevaluation, the Company’s CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of such date.Management’s Report on Internal Control over Financial ReportingManagement 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 financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States(“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 supervisionof, the CEO and CFO and is effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reportingincludes those policies and procedures that:•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of theCompany;71Table of Contents•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, andthat the receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the board ofdirectors; and•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets thatcould have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determinedto be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of theeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith 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 ofJanuary 31, 2017 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission ("COSO") in Internal Control-Integrated Framework (2013 Framework). Based on our assessment, we have concluded that, as of January 31, 2017, the Company’s internal control over financial reporting was effective based on those criteria.The effectiveness of our internal control over financial reporting as of January 31, 2017 , has been audited by Ernst & Young LLP, the independent registeredcertified public accounting firm, who also audited the Company’s consolidated financial statements, as stated in their report included herein.Changes in Internal Control Over Financial ReportingThere 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 inconnection with management’s evaluation during our last quarter of fiscal 2017 that have materially affected, or are reasonably likely to materially affect, theCompany’s internal control over financial reporting.72Table of ContentsReport of Independent Registered Certified Public Accounting FirmThe Board of Directors and Shareholders of Tech Data CorporationWe have audited Tech Data Corporation and subsidiaries’ internal control over financial reporting as of January 31, 2017, based on criteria established inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSOcriteria). Tech Data Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control overFinancial 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 weplan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary 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 thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely 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 ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, Tech Data Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of January 31,2017, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets ofTech Data Corporation and subsidiaries as of January 31, 2017 and 2016, 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, 2017 of Tech Data Corporation and subsidiaries and our reportdated March 30, 2017 expressed an unqualified opinion thereon./s/ Ernst & Young LLPTampa, FloridaMarch 30, 201773Table of ContentsITEM 9B. Other InformationCEO BonusOn March 28, 2017, the Company's Board of Directors approved a one-time transaction bonus, consisting of a cash payment of $1.0 million, for the Company'sChief Executive Officer, Robert M. Dutkowsky, in recognition of his special efforts in connection with the acquisition of Avnet, Inc.'s Technology Solutionsbusiness. This bonus is expected to be paid on or about April 7, 2017.PART IIIITEM 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 theCompany’s definitive proxy statement for the 2017 Annual Meeting of Shareholders (“Proxy Statement”). The Proxy Statement for the 2017 Annual Meeting ofShareholders will be filed with the SEC within 120 days of the Company's fiscal year ended January 31, 2017 .Audit CommitteeThe Company has a separately designated, standing Audit Committee. The members of the Audit Committee are Charles E. Adair, Harry J. Harczak, Jr. (Chair),Bridgette P. Heller and Patrick G. Sayer. The Board of Directors of Tech Data has determined that Charles E. Adair and Harry J. Harczak, Jr. are “auditcommittee 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 areindependent as defined by applicable law and the listing requirements of NASDAQ.Code of ConductThe Company has adopted a code of business conduct and ethics for directors, officers (including the principal executive officer, principal financial officer, andprincipal accounting officer), and employees, known as the Code of Conduct, which is available on the Corporate Governance section of the Investor Relationsarea 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 amendmentto, or waiver from, a provision of the Code of Conduct that applies to Tech Data’s principal executive officer, principal financial officer, and principal accountingofficer, or persons performing similar functions on the Company’s website at the web address noted in this section.ITEM 11. Executive Compensation.The information required by this item is incorporated herein by reference to the Company's Proxy Statement.74Table of ContentsITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Equity Compensation Plan InformationThe number of shares issuable upon exercise of outstanding share-based equity incentives granted to employees and non-employee directors, as well as thenumber of shares remaining available for future issuance, under our equity compensation and equity purchase plans as of January 31, 2017 are summarized inthe following table:Plan category Number of shares to be issued upon exercise of outstanding equity-based incentives Weighted average exercise price per shareof outstanding equity-based incentives Number of shares remaining available for future issuance under equity compensation plans Equity compensation plans approved by shareholders for: Employee equity compensation518,150(1) $21.13(2) 2,209,255(3) Employee stock purchase— — 487,460 Total518,150 $21.13 2,696,715 (1)The total of equity-based incentives outstanding also includes 11,228 units outstanding for non-employee directors.(2)Amount represents the weighted average exercise price for the 13,068 outstanding maximum value options. There are 505,082 nonvested restricted stock units that donot have an exercise price.(3)All employee and non-employee director share-based equity incentive awards are issued under the shareholder-approved 2009 Equity Incentive Plan of Tech DataCorporation.The information required by Item 12 relating to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters isincorporated herein by reference to the Company's Proxy Statement.ITEM 13. Certain Relationships and Related Transactions, and Director Independence.The information required by this item is incorporated herein by reference to the Company’s Proxy Statement. However, the information included in such ProxyStatement included under the caption entitled “Report of the Audit Committee” shall not be deemed incorporated by reference in this Form 10-K and shall nototherwise be deemed filed under the Securities Act of 1933, as amended, or under the Exchange Act.ITEM 14. Principal Accountant Fees and Services.Information regarding principal accountant fees and services is set forth under the caption “Independent Registered Certified Public Accounting Firm Fees” inthe Company’s Proxy Statement and incorporated by reference herein. 75Table of ContentsPART IVITEM 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. ExhibitNumber 2-1 (39)Interest Purchase Agreement, dated September 19, 2016, between Tech Data Corporation and Avnet, Inc. 2-2 (39)Reorganization Agreement, dated September 19, 2016, between Tech Data Corporation, Avnet, Inc., and AVT Technology SolutionsLLC. 2-3 (43)First Amendment to Interest Purchase Agreement, dated as of February 27, 2017 3-1 (31)Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State ofFlorida 3-2 (31)Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4, 2014 4-1 (24)Indenture, dated as of September 21, 2012, between Tech Data Corporation and U.S. Bank National Association, as trustee 4-2 (42)Indenture, dated as of January 17, 2017, between Tech Data Corporation and MUFG Union Bank N.A., as trustee 4-3 (24)Form of 3.750% Note due 2017 4-4 (42)Form of 3.700% Note due 2022 4-5 (42)Form of 4.950% Note due 2027 10-1 (4)1995 Employee Stock Purchase Plan 10-2 (5)Transfer and Administration Agreement dated May 19, 2000 10-3 (6)2000 Non-Qualified Stock Option Plan of Tech Data Corporation 10-4 (7)Trust Agreement Between Tech Data Corporation and Fidelity Management Trust Company, Tech Data Corporation 401(k) SavingsPlan Trust, effective August 1, 2003 10-5 (3)2005 Deferred Compensation Plan 10-6 (2)Amendment Number 8 to Transfer and Administration Agreement dated as of May 19, 2000 (composite through amendment 8, datedas of December 13, 2004) 10-7 (25)Amendment Number 9 to Transfer and Administration Agreement dated as of March 7, 2005 10-8 (8)Executive Severance Plan, effective March 31, 200576Table of Contents 10-9 (8)First Amendment to the Tech Data Corporation 2005 Deferred Compensation Plan, effective January 1, 2005 10-10 (9)Amendment No. 10 to Transfer and Administration Agreement dated as of September 10, 2005 10-11 (10)Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation 10-12 (10)First Amendment to the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation 10-13 (11)Employment Agreement Between Tech Data Corporation and Robert M. Dutkowsky, dated October 2, 2006 10-14 (12)Amendment Number 11 to Transfer and Administration Agreement dated as of March 20, 2007 10-15 (13)Equity Incentive Bonus Plan 10-16 (14)Amendment Number 12 to Transfer and Administration Agreement dated as of December 18, 2007 10-17 (15)Third Amended and Restated Lease Agreement dated June 27, 2008 10-18 (15)Third Amended and Restated Credit Agreement dated June 27, 2008 10-19 (15)Third Amended and Restated Participation Agreement dated June 27, 2008 10-20 (16)Amendment No. 13 to Transfer and Administration Agreement dated as of October 22, 2008 10-21 (17)2009 Equity Incentive Plan of Tech Data Corporation 10-22 (18)Amendment Number 14 to Transfer and Administration Agreement dated as of October 16, 2009 10-23 (19)Amendment Number 15 to Transfer and Administration Agreement dated as of October 15, 2010 10-24 (20)Amendment No. 16 to Transfer and Administration Agreement dated as of August 31, 2011 10-25 (21)Amendment No. 17 to Transfer and Administration Agreement dated as of December 13, 2011 10-26 (21)Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) and Amendments 1 through 5 10-27 (22)Executive Bonus Plan, approved by Shareholders at 2012 Annual Meeting 10-28 (23)Amendment No. 18 to Transfer and Administration Agreement as of October 31, 2012 10-29 (23)Consent for Third Amended and Restated Participation Agreement 10-30 (26)Amendments 1 through 5 of Trust Agreement Between Fidelity Management Trust Company and Tech Data Corporation 10-31 (26)Amendment to the Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) dated December 11, 2012 77Table of Contents 10-32 (27)Waiver Agreement to the Third Amended and Restated Participation Agreement, Third Amended and Restated Lease Agreement andThird Amended and Restated Credit Agreement, dated as of April 30, 2013 10-33 (27)Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 18 thereto, dated as of April 29,2013 10-34 (28)Fourth Amended and Restated Lease Agreement, dated as of June 27, 2013 10-35 (28)Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013 10-36 (28)Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013 10-37 (28)Waiver Agreement to the Fourth Amended and Restated Participation Agreement, Fourth Amended and Restated Lease Agreementand Fourth Amended and Restated Credit Agreement, dated as of July 29, 2013 10-38 (28)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 10-39 (28)Amendment Number 19 to Transfer and Administration Agreement dated as of August 12, 2013 10-40 (29)Second Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended andRestated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of October 16, 2013 10-41 (29)Second Amendment to the Limited Waiver to the Transfer and Administration Agreement, as last amended by Amendment No. 19thereto, dated as of October 16, 2013 10-42 (30)Third Waiver Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, Fourth Amended andRestated Lease Agreement and Fourth Amended and Restated Credit Agreement, dated as of January 27, 2014 10-43 (30)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 10-44 (30)Employment Agreement between Tech Data Corporation and Néstor Cano, dated as of January 17, 2014 10-45 (30)Amendment to the 2009 Equity Incentive Plan of Tech Data Corporation 10-46 (32)Amendment Number 20 to Transfer and Administration Agreement dated as of August 20, 2014 10-47 (33)Tech Data Deferred Compensation Plan Trust Agreement 10-48 (34)Amendment Number 21 to Transfer and Administration Agreement dated as of August 31, 2015 10-49 (35)Amended and Restated Credit Agreement dated as of November 5, 2015 10-50 (35)Employment Agreement Between Tech Data Corporation and Richard T. Hume, dated as of February 1, 2016 10-51 (35)Tech Data Corporation Change in Control Severance Policy dated as of March 22, 2016 10-52 (36)Consent Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, dated as of March 11, 2016 78Table of Contents 10-53 (36)First Amendment of 2009 Equity Incentive Plan of Tech Data Corporation, dated as of March 15, 2016 10-54 (36)Amended and Restated Executive Bonus Plan, dated as of March 22, 2016 10-55 (37)Restricted Stock Unit Grant Agreement 10-56 (37)Performance-Based Restricted Stock Unit Grant Agreement 10-57 (38)Addendum to the Employment Agreement Between Tech Data Corporation and Nestor Cano, dated May 24, 2016 10-58 (41)Consent Agreement and Amendment to the Fourth Amended and Restated Participation Agreement, dated as of October 7, 2016 10-59 (41)Amendment Number 22 to the Transfer & Administration Agreement, dated as of October 7, 2016 10-60 (40)Second Amended and Restated Revolving Credit Agreement, dated as of November 2, 2016 10-61 (40)Term Loan Credit Agreement, dated as of November 2, 2016 10-62 (41)Amendment Number 23 to the Transfer & Administration Agreement, dated as of November 22, 2016 10-63 (1)Severance Agreement Between Tech Data Corporation and Nestor Cano, dated January 3, 2017 10-64 (1)Amendment to the Second Amended and Restated Revolving Credit Agreement, dated as of February 15, 2017 10-65 (1)Amendment to the Term Loan Credit Agreement, dated as of February 15, 2017 10-66 (1)Consent to the First Amendment to the Fourth Amended and Restated Participation Agreement, dated as of February 15, 2017 10-67 (44)Restricted Stock Unit Grant Agreement 10-68 (44)Performance-Based Restricted Stock Unit Grant Agreement 21-1 (1)Subsidiaries of Registrant 23-1 (1)Consent of Ernst & Young LLP 24 (1)Power of Attorney (included on signature page) 31-A (1)Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302of the Sarbanes-Oxley Act of 2002 31-B (1)Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302of 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-OxleyAct 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-OxleyAct of 2002 79Table of Contents 101 (45)Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of January 31, 2017 and 2016; (ii)Consolidated Statement of Income for the fiscal years ended January 31, 2017, 2016 and 2015; (iii) Consolidated Statement ofComprehensive Income for the fiscal years ended January 31, 2017, 2016 and 2015; (iv) Consolidated Statement of Shareholders’Equity for the fiscal years ended January 31, 2017, 2016 and 2015; (v) Consolidated Statement of Cash Flows for the fiscal yearsended January 31, 2017, 2016 and 2015; (vi) Notes to Consolidated Financial Statements, detail tagged and (vii) Financial StatementSchedule II, detail tagged. ___________________(1) Filed herewith.(2) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 31, 2004, File No. 0-14625.(3) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated December 8, 2004, File No. 0-14625.(4) Incorporated by reference to the Exhibits included in the Company’s Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625.(5) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2000, File No. 0-14625.(6) Incorporated by reference to the Exhibits included in the Company’s Registration Statement on Form S-8, File No. 333-59198.(7) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2003, File No. 0-14625.(8) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2005, File No. 0-14625.(9) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2005, File No. 0-14625.(10) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2006, File No. 0-14625.(11) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2006, File No. 0-14625.(12) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended January 31, 2007, File No. 0-14625.(13) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2007, File No. 0-14625.(14) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2008, File No. 0-14625.(15) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2008, File No. 0-14625.(16) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2008, File No. 0-14625 . (17) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2009, File No. 0-14625.(18) 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.(19) 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.(20) Incorporated by reference to the Exhibits included in the Company’s SC-TO I dated September 27, 2011, File No. 005-37498.(21) 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(22) 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.(23) 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.(24) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated September 21, 2012, File No. 0-14625.(25) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated March 7, 2005, File No. 0-14625.(26) 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.(27) 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.(28) 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.(29) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2013, File 0-14625.(30) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2014, File No. 0-14625.80Table of Contents(31) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the year ended April 30, 2014, File No. 0-14625.(32) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2014, File No. 0-14625.(33) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2015, File No. 0-14625.(34) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2015, File No. 0-14625.(35) Incorporated by reference to the Exhibits included in the Company’s Form 10-K for the year ended January 31, 2016, File No. 0-14625.(36) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended April 30, 2016, File No. 0-14625.(37) Incorporated by reference to the Exhibits included in the Company’s Form 8-K dated March 18, 2016, File No. 0-14625.(38) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended July 31, 2016, File No. 0-14625.(39) Incorporated by reference to the Exhibits included in the Company's Form 8-K dated September 19, 2016, File. No. 0-14625.(40) Incorporated by reference to the Exhibits included in the Company's Form 8-K dated November 4, 2016, File. No. 0-14625.(41) Incorporated by reference to the Exhibits included in the Company’s Form 10-Q for the quarter ended October 31, 2016, File No. 0-14625.(42) Incorporated by reference to the Exhibits included in the Company's Form 8-K dated January 31, 2017, File. No. 0-14625.(43) Incorporated by reference to the Exhibits included in the Company's Form 8-K dated February 27, 2017, File. No. 0-14625.(44) Incorporated by reference to the Exhibits included in the Company's Form 8-K dated March 7, 2017, File. No. 0-14625.(45) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statements or prospectus for purposes ofSections 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 isnot subject to liability under these sections.81Table of ContentsSCHEDULE IITECH DATA CORPORATION AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTS(In thousands) 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 Year ended January 31: 2017$45,875 $5,026 $(16,596) $4,462 $38,7672016$50,143 $6,061 $(13,797) $3,468 $45,8752015$58,754 $10,415 $(25,083) $6,057 $50,143 (1)“Other” primarily includes recoveries, acquisitions and dispositions and the effect of fluctuations in foreign currencies. 82Table of ContentsPursuant 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 behalfby the undersigned, thereunto duly authorized on March 30, 2017. TECH DATA CORPORATION By/s/ R OBERT M. DUTKOWSKY Robert M. Dutkowsky Chief Executive Officer83Table of ContentsPOWER OF ATTORNEYEach person whose signature to this Annual Report on Form 10-K appears below hereby appoints David R. Vetter and Charles V. Dannewitz as his or herattorney-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 AnnualReport 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 amendmentsthereto, 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 ofthem, 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 andin the capacities and on the dates indicated. SignatureTitleDate /s/ R OBERT M. D UTKOWSKYChief Executive Officer, DirectorMarch 30, 2017Robert M. Dutkowsky(principal executive officer) /s/ C HARLES V. D ANNEWITZExecutive Vice President, ChiefMarch 30, 2017Charles V. DannewitzFinancial Officer (principal financial officer) /s/ J EFFREY L. T AYLORSenior Vice President, Corporate ControllerMarch 30, 2017Jeffrey L. Taylor(principal accounting officer) /s/ S TEVEN A. R AYMUNDChairman of the Board of DirectorsMarch 30, 2017Steven A. Raymund /s/ C HARLES E. A DAIRDirectorMarch 30, 2017Charles E. Adair /s/ H ARRY J. H ARCZAK , J R .DirectorMarch 30, 2017Harry J. Harczak, Jr. /s/ B RIDGETTE P. H ELLERDirectorMarch 30, 2017Bridgette P. Heller /s/ K ATHLEEN M ISUNASDirectorMarch 30, 2017Kathleen Misunas /s/ T HOMAS I. M ORGANDirectorMarch 30, 2017Thomas I. Morgan /s/ P ATRICK G. S AYERDirectorMarch 30, 2017Patrick G. Sayer /s/ S AVIO W. T UNGDirectorMarch 30, 2017Savio W. Tung 84SETTLEMENT AGREEMENTIn Barcelona, on January 3, 2017APPEARSON ONE HAND,§TECH DATA ESPAÑA, S.L ., a Company incorporated under the laws of Spain, with legal domicile at 30-32 Acer Street, Barcelona, Spain, and TaxID Number (hereinafter referred to as “the Company” or “Tech Data Spain”), hereby represented by Mr. Robert Dutkowsky, duly authorized by theBoard 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 DrClearwater, FL 33760, United States of Americas (hereinafter referred to as “Tech Data Corporation”), hereby represented by Mr. Robert Dutkowsky,duly authorized by the Board of Directors.AND, ON THE OTHER HAND,§Mr. Nestor Cano Soler , of full age, of Spanish nationality, holding national identity card, 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 willjointly be referred to as the “Parties”.DECLAREI.The Executive has currently been holding the position of President of the Company, under a Senior Executive Employment Contract (hereinafter referredto as the “Employment Contract”).II.Both Parties have mutually agreed to terminate the Employment Contract with effect on April 1, 2017.III.After negotiating the different aspects related with the termination of the Employment Contract, the Parties are willing to reach an agreement (hereinafterreferred to as the “Agreement”) with the followingCOVENANTSFIRST: TERMINATION OF THE EMPLOYMENT RELATIONSHIPThe Parties mutually agree to terminate the Employment Contract, effective onApril 1, 2017 (hereinafter, this will be referred to as the “Termination Date”).For the avoidance of any doubt, this Settlement Agreement terminates the Employment Contract in force between the Parties as well as the UK AssignmentLetters entered into with the Executive.SECOND: SEVERANCE PAYMENTAccording to the Employment Contract and the US Severance Plan, the Company will pay the Executive a severance pay of 1,072,784 gross Great BritishPounds, as a consequence of the termination of his Employment Contract. This amount equals to two (2) years of base salary, as described in the US SeverancePlan.This total gross severance compensation will be paid, once the appropriate income tax withholdings have been made, in a lump sum within five (5) days followingthe Termination Date.The Executive expressly accepts the aforementioned amount and declares that he has nothing else to claim against the Company on the grounds of the terminationof his employment relationship.The amounts included in this Clause are gross and, consequently, will be subject to the appropriate withholdings.THIRD: NOTICE PERIOD AND GARDEN LEAVEAccording to this Agreement the Employment Contract’s six (6) month notice period will begin on February 1, 2017, but will be shortened to two (2) months. Ascompensation for the agreement to shorten the notice period, the Company will pay the Executive 340,775 Great British Pounds (the “Notice Payment”),representing four (4) months of base and proration of four (4) months of bonus at target together with 10,000 Great British Pounds as compensation for relocationassistance.The Parties agree that for the period between February 1, 2017 and the closing of the Avnet, Inc. Technology Solutions division announced September 19, 2016(the “Acquisition”), the Executive will continue to receive his compensation and all other rights as an employee and will continue to provide services to theCompany. For the period between the closing of the Acquisition and April 1,2017 the Executive will continue to receive his compensation and all other rightsas an employee but will be exonerated from his obligation to render services and will therefore be on garden leave. For the avoidance of doubt, during the noticeperiod the Executive will continue to earn and accrue bonus in the amounts and at the time as provided in the Employment Contract, and will be paid the proratabonus amount due up to the Termination Date (proration to be based upon the target amount). In addition, any long term incentive grants previously made to theExecutive will continue to vest to the extent vesting dates occur during the notice period.In case that the Executive finds another position in a non-competitor entity during the notice period or the garden leave, both parties agree to anticipate theTermination Date to the date the Executive starts working for the non- competitor entity. In this case, and accordingly, the Executive will not be entitled to theNotice Payment or his salaries or further proration of bonus or continued vesting of equity for the remainder period of the notice period and garden leave.FOURTH: NON-COMPETITION AND NON-SOLICITATIONBoth parties agree that the post-contractual and non-solicitations restrictive covenants agreed in the Employment Contract remain in full force and effect.Accordingly, the Executive will comply with his non-competition and non-solicitation duties after the termination of his Employment Contract.In order to compensate the Executive’s non-competition and non-solicitation obligations, the Company will pay the Executive an amount of 911,867 gross GreatBritish Pounds in a lump sum payment to be made within five (5) days following the Termination Date. This amount is based on two (2) years of the targetedamount of annual bonus for the fiscal year 2017.The Executive expressly accepts the aforementioned amount and declares that he has nothing else to claim against the Company on the grounds of his non-competition and non-solicitation obligations.The amounts included in this Clause are gross and, consequently, will be subject to the appropriate withholdings.FIFTH: FULL AND FINAL PAYMENT AND RELEASEThe Parties agree that the Employment Contract will be fully terminated with effect on the Termination Date. As of the Termination Date, the Executive will nolonger be an employee of the Company, or of any other company belonging to the Tech Data Group, and no other relationship with the Company or with anyother company belonging to the Group will remain in force.The Executive expressly declares that, without prejudice to the Company’s obligations under this Agreement, there are no other severance pay, salary or non-salary items pending to be paid. Therefore, upon receiving the severance pay and the other payments indicated under this Agreement, the Executive declares thathe have received full compensation and full and final settlement for all such items to which he may be entitled due to his relationship with the Company and TechData Group, expressly stating that, apart from the amounts indicated in this Agreement, there are no outstanding amounts owed to him by the Company or anyother company of Tech Data Group.As the Parties reach the present Agreement, the Executive expressly accepts the termination of his Employment Contract and waives the right to bring any action(whether statutory, contractual or otherwise) or any claim of any kind (including, but not limited to, labour, civil, administrative or criminal actions) against theCompany or any other company of Tech Data Group.SIXTH: COMPANY PROPERTYOn the Termination Date, the Executive will return all property belonging to the Company he may have in his possession, custody or control, in accordance withthe provisions of the Employment Contract.SEVENTH: CONFIDENTIALITYThe Executive undertakes the obligation to keep strict confidentiality with regard to all the Confidential Information he may have gained access while employedby the Company in accordance with the provisions of the Employment Contract.EIGHTH: MUTUAL NO DISPARAGEMENTThe Executive and the Tech Data Companies agree not to criticize, denigrate or otherwise disparage the other Party, any other entity affiliated with the otherParty, or any of the Company's products, processes, experiments, policies and practices, standards of business conduct, or areas or techniques of research.NINTH: COLLATERAL PLEDGEIn order to ensure the Executive’s compliance with the all of Executive’s obligations and covenants under the post-contractual obligations described in the FourthClause of this Settlement Agreement and Clause 13 of the Employment Contract, prior to payment of the lump sum severance amount and lump sum non-competeand non-solicitation amounts described in clauses SECOND and FOURTH above Executive will provide a collateral pledge of liquid assets owned by Executivein an amount not less than US$ 1,325,000, which collateral pledge will be in force until all such obligations have been fully discharged.In case that the Executive fails to fulfil the post-contractual obligations described in the Fourth Clause under this Settlement Agreement and Clause 13 of theEmployment Contract, the Company will become the owner of the liquid assets mentioned in the previous paragraph which funds will be applied to the total theExecutive will be obligated to compensate the Company or any Group Company forthe damages caused to them as a result of the breach of his obligations, pursuant to this Settlement Agreement and to the Employment Contract.TENTH: ENTIRE AGREEMENTThis Agreement constitutes the entire agreement by the Company, Tech Data Corporation and the Executive with respect to the subject matter hereof, andsupersedes any and all prior contracts, agreements or understandings between the Executive and the Tech Data Companies, whether written or oral.ELEVENTH: JURISDICTION AND GOVERNING LAWThis Agreement shall be construed by and in accordance with Spanish Law. Accordingly, the Parties expressly agree to submit any dispute arising between themover the performance and interpretation of this Agreement to the Courts and Tribunals of Barcelona.IN WITNESS HEREOF the Parties, having carefully read this document, ratify and sign it in duplicate, both copies being equally valid, in the city and on the datefirst above mentioned./s/ Robert Dutkowsky /s/ Nestor CanoRobert Dutkowsky. Mr. Nestor Cano SolerTECH DATA ESPAÑA, S.L. The ExecutiveTECH DATA CORPORATION AMENDMENT NO. 1 TOSECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as ofFebruary 15, 2017 (this “ Amendment ”), which amends that certain Second Amended and Restated Revolving Credit Agreement,dated as of November 2, 2016 (as in effect prior to this Amendment, the “ Existing Credit Agreement ”) by and among Tech DataCorporation, a Florida corporation, as borrower (the “ Borrower ”), the lenders party thereto from time to time (the “ Lenders ”),Bank of America, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), swing line lender and a letter ofcredit issuer, and the other agents and parties thereto.W I T N E S S E T H :WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i) permit certain transactionsanticipated to occur in connection with the Kohler Acquisition and (ii) make certain other modifications.THEREFORE, the parties hereto, constituting the Borrower, the Administrative Agent and the Required Lenders, agree asfollows:SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in theAmended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in theExisting Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, andeach reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any othersimilar reference to the Existing Credit Agreement shall, from the Amendment Effective Date, refer to the Existing CreditAgreement as amended by this Amendment (the “ Amended Credit Agreement ”). For the avoidance of doubt, this Amendmentshall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the other Loan Documents.SECTION 2 . Amendments . Effective as of the Amendment Effective Date (as defined below):(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriatealphabetical order:“ Amendment No. 1 ” means Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement,dated as of February 15, 2017.“ Amendment No. 1 Effective Date ” means February 15, 2017, the date of effectiveness of Amendment No. 1.“ Permitted Kohler-Related Transfers ” means the transfer by the Borrower or any direct or indirect wholly-ownedSubsidiary of the Borrower of the capital stock or otherequity interests in any direct or indirect Subsidiary of the Borrower to any other direct or indirect wholly-owned Subsidiaryof the Borrower, in each case in connection with the Kohler Acquisition or the Kohler Supplemental Acquisition andoccurring prior to the date that is 120 days after the Kohler Acquisition Closing Date, that does not directly or indirectlyresult in the release of any Guarantor from the Facility Guaranty or otherwise cause any Person that would have beenrequired to be or become a Guarantor in respect of this Agreement (as in effect prior to the Amendment No. 1 Effective Date)to no longer be so required to be or become a Guarantor.“ Kohler Supplemental Acquisition ” means the acquisition of the “OEM Embedded Business” line of business ofAvnet, Inc. related to the integration of multiple original equipment manufacturer technology products pursuant to customercontracts, such as computers and storage, into a single integrated technology platform from Avnet, Inc. on or about theKohler Acquisition Closing Date; provided , the Borrower and its Subsidiaries shall not pay direct or indirect considerationfor the Kohler Supplemental Acquisition (including consideration effected by working capital adjustments) in an aggregateamount in excess of $80,000,000.(b) The definition of “Consolidated EBITDA” in Section 1.01 of the Existing Credit Agreement is hereby amended toadd the phrase “or, if applicable, the Kohler Supplemental Acquisition” after the phrase “cash integration and restructuring costs inconnection with the Kohler Acquisition Transactions”.(c) The definition of “Excluded Subsidiary” in Section 1.01 of the Existing Credit Agreement is hereby amended andrestated in its entirety with the following:“ Excluded Subsidiary ” means (a) Tech Data Finance SPV, Inc., (b) any Domestic Subsidiary that is a SpecialPurpose Finance Subsidiary, (c) any Domestic Subsidiary all or substantially all of the assets of which consist of one or morecontrolled foreign corporations and (d) any Domestic Subsidiary that is a pass-through entity for U.S. federal income taxpurposes and is directly or indirectly owned by one or more controlled foreign corporations.(d) The definition of Kohler Acquisition Closing Date Borrowing in Section 1.01 of the Existing Credit Agreement ishereby amended and restated in its entirety with the following:“ Kohler Acquisition Closing Date Borrowing ” means a Borrowing of Loans in Dollars hereunder on the KohlerAcquisition Closing Date in an aggregate principal amount not exceeding the Kohler Transaction Commitments, the proceedsof which will be used solely to pay (i) a portion of the cash component of the consideration payable in respect of the KohlerAcquisition and, if applicable, the Kohler Supplemental Acquisition and (ii) fees, costs and expenses relating to the KohlerAcquisition and the other Kohler Acquisition Transactions and, if applicable, the Kohler Supplemental Acquisition.(e) The introductory sentence of Article VI of the Existing Credit Agreement is hereby amended to replace the phrase“(giving effect to the Kohler Acquisition Transactions)” with the 2phrase “(giving effect to the Kohler Acquisition Transactions and, if applicable, the Kohler Supplemental Acquisition)”.(f) Section 8.01(q) of the Existing Credit Agreement is hereby amended to add the phrase “(or, as applicable, the KohlerSupplemental Acquisition)” after the phrase “Kohler Acquisition” in each of clauses (i) and clause (ii) of the proviso thereof.(g) Section 8.02(l) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(l) the Kohler Acquisition, the Kohler Supplemental Acquisition and Investments between or among the Borrowerand its direct or indirect wholly-owned Subsidiaries in connection with the consummation of the Kohler Acquisition or theKohler Supplemental Acquisition and Investments constituting Permitted Kohler-Related Transfers; and(h) Section 8.03(h) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(h) Indebtedness of the Kohler Acquired Business or the business acquired pursuant to the Kohler SupplementalAcquisition or, in either case, any Subsidiaries thereof existing at the time of consummation of the Kohler Acquisition orthe Kohler Supplemental Acquisition, as applicable, provided that (i) such Indebtedness was not incurred in contemplationof such Acquisition and (ii) the aggregate principal amount of Indebtedness permitted pursuant to this clause (h) shall notexceed $105,000,000 at any time outstanding;(i) Section 8.04 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the lastword in Section 8.04(d), (ii) replace the period appearing at the end of Section 8.04(e) with “; and” and (iii) add the following clause(f) to the end of such Section 8.04:(f) the Borrower and any direct or indirect wholly-owned Subsidiary may engage in transactions constitutingPermitted Kohler-Related Transfers.(j) Section 8.08 of the Existing Credit Agreement is hereby amended to replace “(x) between or among the Borrowerand any Guarantor or between and among any Guarantors or (y) on terms that satisfy Section 482 of the Code and the TreasuryRegulations thereunder” with “(x) between or among the Borrower and any Guarantor or between and among any Guarantors, (y) onterms that satisfy Section 482 of the Code and the Treasury Regulations thereunder or (z) constituting Permitted Kohler-RelatedTransfers”.(k) Section 8.12 of the Existing Credit Agreement is hereby amended to replace the phrase “the Kohler Acquisition shallbe permitted on the Kohler Acquisition Closing Date” with the phrase “the Kohler Acquisition shall be permitted on the KohlerAcquisition Closing Date and the Kohler Supplemental Acquisition shall be permitted on or about the Kohler Acquisition ClosingDate”. 3SECTION 3 . Representations of the Borrower. The Borrower represents and warrants that (a) it has all requisite power andauthority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform anyobligations under this Amendment and (b) this Amendment has been duly executed and delivered by the Borrower, and it constitutesa legal, valid and binding obligation thereof, enforceable against the Borrower in accordance with its terms.SECTION 4 . Effectiveness of Amendments. This Amendment shall become effective on the date hereof upon receipt by theAdministrative Agent of a signed counterpart of this Amendment from each of (x) the Borrower, (y) the Required Lenders and (z)the Administrative Agent (such date, the “ Amendment Effective Date ”).SECTION 5 . Certain Consequences Of Effectiveness.(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other partyunder the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of theterms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, allof which are ratified and affirmed in all respects and shall continue in full force and effect.(b) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing CreditAgreement or Amended Credit Agreement on any future occasion.(c) By signing this Amendment, the Borrower hereby confirms that (i) the obligations of each of the Loan Parties underthe Amended Credit Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are entitled to thebenefit of the guarantees set forth in the Facility Guaranty and the benefits set forth in each Loan Document and (ii) the LoanDocuments are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.SECTION 6 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Stateof New York.SECTION 7 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means(including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of anoriginal executed counterpart hereof.[ Remainder of Page Intentionally Empty ] 4IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the date first abovewritten.TECH DATA CORPORATION,as BorrowerBy: /s/ Scott W. Walker Name: Scott W. Walker Title: Corporate Vice President,Treasurer[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]Bank of America, N.A.,as a LenderBy: /s/ My‑Linh Yoshiike Name: My‑Linh Yoshiike Title: Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]THE BANK OF NOVA SCOTIA,as a LenderBy: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]The Bank of Tokyo‑Mitsubishi UFJ, LTD.,as a LenderBy: /s/ Matthew Antioco Name: Matthew Antioco Title: Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]BNP Paribas,as a LenderBy: /s/ Todd Rodgers Name: Todd Rodgers Title: DirectorBy: /s/ Liz Cheng Name: Liz Cheng Title: Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]CITIBANK, N.A.,as a LenderBy: /s/ Susan M. Olsen Name: Susan M. Olsen Title: Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]J.P. Morgan Chase Bank,as a LenderBy: /s/ Justin Kelley Name: Justin Kelley Title: Executive Director[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]MIZUHO BANK, LTD.,as a LenderBy: /s/ Daniel Guevara Name: Daniel Guevara Title: Authorized Signatory[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]PNC Bank, National Association, as LenderBy: /s/ C.J. Mintrone Name: C.J. Mintrone Title: Senior Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]Skandinaviska Enskilda Banken AB (publ),as a LenderBy: /s/ Penny Neville‑Park Name: Penny Neville‑Park Title: By: /s/ Duncan Nash Name: Duncan Nash Title: [ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]The Toronto‑Dominion Bank, New York Branch.as a LenderBy: /s/ Annie Dorval Name: Annie Dorval Title: Authorized Signatory[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]UniCredit Bank AG, New York Branch,as a LenderBy: /s/ Douglas Riahi Name: Douglas Riahi Title: Managing DirectorBy: /s/ Bryon Korutz Name: Bryon Korutz Title: Associate Director[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]Acknowledged :BANK OF AMERICA, N.A.,as Administrative AgentBy: /s/ Angela Larkin Name: Angela Larkin Title: Assistant Vice President[ Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement ]EXECUTION VERSIONAMENDMENT NO. 1 TOTERM LOAN CREDIT AGREEMENTAMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT, dated as of February 15, 2017 (this “ Amendment ”),which amends that certain Term Loan Credit Agreement, dated as of November 2, 2016 (as in effect prior to this Amendment, the “Existing Credit Agreement ”) by and among Tech Data Corporation, a Florida corporation, as borrower (the “ Borrower ”), thelenders party thereto from time to time (the “ Lenders ”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent ”), and the other agents and parties thereto.W I T N E S S E T H :WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i) permit certain transactionsanticipated to occur in connection with the Kohler Acquisition and (ii) make certain other modifications.THEREFORE, the parties hereto, constituting the Borrower, the Administrative Agent and the Required Lenders, agree asfollows:SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in theAmended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in theExisting Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, andeach reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any othersimilar reference to the Existing Credit Agreement shall, from the Amendment Effective Date, refer to the Existing CreditAgreement as amended by this Amendment (the “ Amended Credit Agreement ”). For the avoidance of doubt, this Amendmentshall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the other Loan Documents.SECTION 2 . Amendments . Effective as of the Amendment Effective Date (as defined below):(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriatealphabetical order:“ Amendment No. 1 ” means Amendment No. 1 to Term Loan Credit Agreement, dated as of February 15, 2017.“ Amendment No. 1 Effective Date ” means February 15, 2017, the date of effectiveness of Amendment No. 1.“ Permitted Kohler-Related Transfers ” means the transfer by the Borrower or any direct or indirect wholly-ownedSubsidiary of the Borrower of the capital stock or other equity interests in any direct or indirect Subsidiary of the Borrower toany other direct or indirect wholly-owned Subsidiary of the Borrower, in each case in connection with theKohler Acquisition or the Kohler Supplemental Acquisition and occurring prior to the date that is 120 days after the KohlerAcquisition Closing Date, that does not directly or indirectly result in the release of any Guarantor from the Facility Guarantyor otherwise cause any Person that would have been required to be or become a Guarantor in respect of this Agreement (as ineffect prior to the Amendment No. 1 Effective Date) to no longer be so required to be or become a Guarantor.“ Kohler Supplemental Acquisition ” means the acquisition of the “OEM Embedded Business” line of business ofAvnet, Inc. related to the integration of multiple original equipment manufacturer technology products pursuant to customercontracts, such as computers and storage, into a single integrated technology platform from Avnet, Inc. on or about theKohler Acquisition Closing Date; provided , the Borrower and its Subsidiaries shall not pay direct or indirect considerationfor the Kohler Supplemental Acquisition (including consideration effected by working capital adjustments) in an aggregateamount in excess of $80,000,000 .(b) The definition of “Consolidated EBITDA” in Section 1.01 of the Existing Credit Agreement is hereby amended toadd the phrase “or, if applicable, the Kohler Supplemental Acquisition” after the phrase “cash integration and restructuring costs inconnection with the Kohler Acquisition Transactions”.(c) The definition of “Excluded Subsidiary” in Section 1.01 of the Existing Credit Agreement is hereby amended andrestated in its entirety with the following:“ Excluded Subsidiary ” means (a) Tech Data Finance SPV, Inc., (b) any Domestic Subsidiary that is a SpecialPurpose Finance Subsidiary, (c) any Domestic Subsidiary all or substantially all of the assets of which consist of one ormore controlled foreign corporations and (d) any Domestic Subsidiary that is a pass-through entity for U.S. federal incometax purposes and is directly or indirectly owned by one or more controlled foreign corporations.(d) Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:7.11 Use of Proceeds . Use the proceeds of the Borrowings solely to pay (i) a cash portion of the considerationpayable in connection with the Kohler Acquisition and, if applicable, the Kohler Supplemental Acquisition and (ii) fees, costsand expenses relating to the Kohler Acquisition and the other Kohler Acquisition Transactions and, if applicable, the KohlerSupplemental Acquisition.(e) The introductory sentence of Article VI of the Existing Credit Agreement is hereby amended to replace the phrase“(giving effect to the Kohler Acquisition Transactions)” with the phrase “(giving effect to the Kohler Acquisition Transactions and,if applicable, the Kohler Supplemental Acquisition)”. 2(f) Section 8.01(q) of the Existing Credit Agreement is hereby amended to add the phrase “(or, as applicable, the KohlerSupplemental Acquisition)” after the phrase “Kohler Acquisition” in each of clauses (i) and clause (ii) of the proviso thereof.(g) Section 8.02(l) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(l) the Kohler Acquisition, the Kohler Supplemental Acquisition and Investments between or among the Borrowerand its direct or indirect wholly-owned Subsidiaries in connection with the consummation of the Kohler Acquisition or theKohler Supplemental Acquisition and Investments constituting Permitted Kohler-Related Transfers; and(h) Section 8.03(h) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(h) Indebtedness of the Kohler Acquired Business or the business acquired pursuant to the Kohler SupplementalAcquisition or, in either case, any Subsidiaries thereof existing at the time of consummation of the Kohler Acquisition orthe Kohler Supplemental Acquisition, as applicable, provided that (i) such Indebtedness was not incurred in contemplationof such Acquisition and (ii) the aggregate principal amount of Indebtedness permitted pursuant to this clause (h) shall notexceed $105,000,000 at any time outstanding;(i) Section 8.04 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the lastword in Section 8.04(d), (ii) replace the period appearing at the end of Section 8.04(e) with “; and” and (iii) add the following clause(f) to the end of such Section 8.04:(f) the Borrower and any direct or indirect wholly-owned Subsidiary may engage in transactions constitutingPermitted Kohler-Related Transfers.(j) Section 8.08 of the Existing Credit Agreement is hereby amended to replace “(x) between or among the Borrowerand any Guarantor or between and among any Guarantors or (y) on terms that satisfy Section 482 of the Code and the TreasuryRegulations thereunder” with “(x) between or among the Borrower and any Guarantor or between and among any Guarantors, (y) onterms that satisfy Section 482 of the Code and the Treasury Regulations thereunder or (z) constituting Permitted Kohler-RelatedTransfers”.(k) Section 8.12 of the Existing Credit Agreement is hereby amended to replace the phrase “the Kohler Acquisition shallbe permitted on the Funding Date” with the phrase “the Kohler Acquisition shall be permitted on the Funding Date and the KohlerSupplemental Acquisition shall be permitted on or about the Funding Date”.SECTION 3 . Representations of the Borrower. The Borrower represents and warrants that (a) it has all requisite power andauthority and all requisite governmental licenses, authorizations, 3consents and approvals to execute, deliver and perform any obligations under this Amendment and (b) this Amendment has beenduly executed and delivered by the Borrower, and it constitutes a legal, valid and binding obligation thereof, enforceable against theBorrower in accordance with its terms.SECTION 4 . Effectiveness of Amendments. This Amendment shall become effective on the date hereof upon receipt by theAdministrative Agent of a signed counterpart of this Amendment from each of (x) the Borrower, (y) the Required Lenders and (z)the Administrative Agent (such date, the “ Amendment Effective Date ”).SECTION 5 . Certain Consequences Of Effectiveness.(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other partyunder the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of theterms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, allof which are ratified and affirmed in all respects and shall continue in full force and effect.(b) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing CreditAgreement or Amended Credit Agreement on any future occasion.(c) By signing this Amendment, the Borrower hereby confirms that (i) the obligations of each of the Loan Parties underthe Amended Credit Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are entitled to thebenefit of the guarantees set forth in the Facility Guaranty and the benefits set forth in each Loan Document and (ii) the LoanDocuments are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.SECTION 6 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Stateof New York.SECTION 7 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means(including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of anoriginal executed counterpart hereof.[ Remainder of Page Intentionally Empty ] 4IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the date first abovewritten.TECH DATA CORPORATION,as BorrowerBy: /s/ Scott W. Walker Name: Scott W. Walker Title: Corporate Vice President,Treasurer[ Amendment No. 1 to Term Loan Credit Agreement ]Bank of America, N.A.,as a LenderBy: /s/ My-Linh Yoshiike Name: My-Linh Yoshiike Title: Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]THE BANK OF NOVA SCOTIA,as a LenderBy: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director[ Amendment No. 1 to Term Loan Credit Agreement ]The Bank of Tokyo‑Mitsubishi UFJ, LTD.,as a LenderBy: /s/ Matthew Antioco Name: Matthew Antioco Title: Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]BNP PARIBAS,as a LenderBy: /s/ Todd Rodgers Name: Todd Rodgers Title: DirectorBy: /s/ Liz Cheng Name: Liz Cheng Title: Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]CITIBANK, N.A.,as a LenderBy: /s/ Susan M. Olsen Name: Susan M. Olsen Title: Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]J.P. Morgan Chase Bank,as a LenderBy: /s/ Justin Kelley Name: Justin Kelley Title: Executive Director[ Amendment No. 1 to Term Loan Credit Agreement ]MIZUHO BANK (USA),as a LenderBy: /s/ Daniel Guevara Name: Daniel Guevara Title: Director[ Amendment No. 1 to Term Loan Credit Agreement ]PNC Bank, National Association, as LenderBy: /s/ C.J. Mintrone Name: C.J. Mintrone Title: Senior Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]RAYMOND JAMES BANK, N.A.,as a LenderBy: /s/ Kathy Bennett Name: Kathy Bennett Title: SVP[ Amendment No. 1 to Term Loan Credit Agreement ]Skandinaviska Enskilda Banken AB (publ),as a LenderBy: /s/ Penny Neville‑Park Name: Penny Neville‑Park Title: By: /s/ Duncan Nash Name: Duncan Nash Title: [ Amendment No. 1 to Term Loan Credit Agreement ]TD Bank, N.A.,as a LenderBy: /s/ Shreya Shah Name: Shreya Shah Title: Senior Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]Acknowledged :BANK OF AMERICA, N.A.,as Administrative AgentBy: /s/ Angela Larkin Name: Angela Larkin Title: Assistant Vice President[ Amendment No. 1 to Term Loan Credit Agreement ]CONSENTReference is hereby made to that certain Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013(as heretofore amended, the “ Participation Agreement ”), among Tech Data Corporation, as Lessee, SunTrust Bank, as Lessor, thevarious banks and other lending institutions which are parties thereto from time to time, as the Lenders, and SunTrust EquityFunding, LLC, as Agent, which has been acknowledged and agreed to by the Alternative Lessees. Capitalized terms used herein andnot otherwise defined herein shall have the meanings assigned thereto in the Participation Agreement. The Lessee has requestedamendments to certain covenants and other provisions, and certain definitions used therein, set forth in the 2016 Tech Data CreditAgreement, which covenants are included in the Incorporated Covenants. Pursuant to Section 7.3A(a) of the ParticipationAgreement, the undersigned hereby consent to the amendments to such Incorporated Covenants in substantially the form set forth inthe Credit Agreement Amendment No. 1 (as defined below), and agree that, from and after the date of this Consent, all references inthe Participation Agreement and the other Operative Agreements to the “Incorporated Covenants” shall mean the IncorporatedCovenants as amended as set forth in the Credit Agreement Amendment No. 1. This Consent shall become effective upon theexecution hereof by the Agent and the Majority Financing Parties, provided that the Amendment No. 1 to the 2016 Tech Data CreditAgreement in the form attached hereto as Exhibit A (the “ Credit Agreement Amendment No. 1 ”) has been executed and deliveredby all parties to the 2016 Tech Data Credit Agreement that are required to so execute and deliver such Credit AgreementAmendment No. 1 to make such Credit Agreement Amendment No. 1 effective.The Lessee, by its acknowledgement hereof, agrees to pay, or reimburse the Agent for, all out-of-pocket costs and expenses,including, without limitation, reasonable and documented attorneys’ fees, incurred by the Agent in connection with this Consentwithin thirty (30) days of receipt by the Lessee of an invoice for any such costs. This Consent shall be governed by, and construedand interpreted in accordance with, the laws of the state of Florida, without regard to any otherwise applicable principles of conflictof laws. This Consent may be executed by the parties hereto on separate counterparts, each of which shall constitute an original andall of which together shall constitute an executed original of this Consent; this Consent may be executed by facsimile or electroniccopy, each of which shall constitute an original executed copy hereof for all purposes.IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorizedofficers as of this 15 th day of February, 2017.[signature pages begin on the following page]SUNTRUST BANK, as LessorBy: /s/ David A. Ernst Name: David A. ErnstTitle: Vice PresidentS-1SUNTRUST EQUITY FUNDING, LLC, as AgentBy: /s/ Allison McLeod Name: Allison McLeodTitle: ManagerS-2THE BANK OF NOVA SCOTIA, as a LenderBy: /s/ Diane Emanuel Name: Diane EmanuelTitle: Managing DirectorS-3FIFTH THIRD BANK, an Ohio banking corporation, as a LenderBy: Name:Title:S-4U.S. BANK NATIONAL ASSOCIATION, as a LenderBy: /s/ Richard J Ameny Jr. Name: Richard J Ameny Jr.Title: Vice PresidentS-5MERCANTIL COMMERCEBANK, NA, as a LenderBy: Name:Title:S-6BTMU CAPITAL LEASING & FINANCE, INC., as a LenderBy: /s/ Michael Campbell Name: Michael CampbellTitle: MDS-7ACKNOWLEDGED AND AGREED:TECH DATA CORPORATION, as the LesseeBy: /s/ Scott W. Walker Name: Scott W. WalkerTitle: Corporate Vice President, TreasurerS-8Exhibit ASee the Attached[NEWYORK 3317891_2]AMENDMENT NO. 1 TOSECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as ofFebruary [_], 2017 (this “ Amendment ”), which amends that certain Second Amended and Restated Revolving Credit Agreement,dated as of November 2, 2016 (as in effect prior to this Amendment, the “ Existing Credit Agreement ”) by and among Tech DataCorporation, a Florida corporation, as borrower (the “ Borrower ”), the lenders party thereto from time to time (the “ Lenders ”),Bank of America, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), swing line lender and a letter ofcredit issuer, and the other agents and parties thereto.W I T N E S S E T H :WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i) permit certain transactionsanticipated to occur in connection with the Kohler Acquisition and (ii) make certain other modifications.THEREFORE, the parties hereto, constituting the Borrower, the Administrative Agent and the Required Lenders, agree asfollows:SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in theAmended Credit Agreement has the meaning assigned to such term in the Amended Credit Agreement. Each reference in theExisting Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, andeach reference in any other Loan Document to “the Credit Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any othersimilar reference to the Existing Credit Agreement shall, from the Amendment Effective Date, refer to the Existing CreditAgreement as amended by this Amendment (the “ Amended Credit Agreement ”). For the avoidance of doubt, this Amendmentshall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the other Loan Documents.SECTION 2 . Amendments . Effective as of the Amendment Effective Date (as defined below):(a) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined terms in appropriatealphabetical order:“ Amendment No. 1 ” means Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement,dated as of February [_], 2017.“ Amendment No. 1 Effective Date ” means February [_], 2017, the date of effectiveness of Amendment No. 1.“ Permitted Kohler-Related Transfers ” means the transfer by the Borrower or any direct or indirect wholly-ownedSubsidiary of the Borrower of the capital stock or other 2#89306005v7 [NEWYORK 3317891_2]equity interests in any direct or indirect Subsidiary of the Borrower to any other direct or indirect wholly-owned Subsidiaryof the Borrower, in each case in connection with the Kohler Acquisition or the Kohler Supplemental Acquisition andoccurring prior to the date that is 120 days after the Kohler Acquisition Closing Date, that does not directly or indirectlyresult in the release of any Guarantor from the Facility Guaranty or otherwise cause any Person that would have beenrequired to be or become a Guarantor in respect of this Agreement (as in effect prior to the Amendment No. 1 Effective Date)to no longer be so required to be or become a Guarantor.“ Kohler Supplemental Acquisition ” means the acquisition of the “OEM Embedded Business” line of business ofAvnet, Inc. related to the integration of multiple original equipment manufacturer technology products pursuant to customercontracts, such as computers and storage, into a single integrated technology platform from Avnet, Inc. on or about theKohler Acquisition Closing Date; provided , the Borrower and its Subsidiaries shall not pay direct or indirect considerationfor the Kohler Supplemental Acquisition (including consideration effected by working capital adjustments) in an aggregateamount in excess of $80,000,000.(b) The definition of “Consolidated EBITDA” in Section 1.01 of the Existing Credit Agreement is hereby amended toadd the phrase “or, if applicable, the Kohler Supplemental Acquisition” after the phrase “cash integration and restructuring costs inconnection with the Kohler Acquisition Transactions”.(c) The definition of “Excluded Subsidiary” in Section 1.01 of the Existing Credit Agreement is hereby amended andrestated in its entirety with the following:“ Excluded Subsidiary ” means (a) Tech Data Finance SPV, Inc., (b) any Domestic Subsidiary that is a SpecialPurpose Finance Subsidiary, (c) any Domestic Subsidiary all or substantially all of the assets of which consist of one or morecontrolled foreign corporations and (d) any Domestic Subsidiary that is a pass-through entity for U.S. federal income taxpurposes and is directly or indirectly owned by one or more controlled foreign corporations.(d) The definition of Kohler Acquisition Closing Date Borrowing in Section 1.01 of the Existing Credit Agreement ishereby amended and restated in its entirety with the following:“ Kohler Acquisition Closing Date Borrowing ” means a Borrowing of Loans in Dollars hereunder on the KohlerAcquisition Closing Date in an aggregate principal amount not exceeding the Kohler Transaction Commitments, the proceedsof which will be used solely to pay (i) a portion of the cash component of the consideration payable in respect of the KohlerAcquisition and, if applicable, the Kohler Supplemental Acquisition and (ii) fees, costs and expenses relating to the KohlerAcquisition and the other Kohler Acquisition Transactions and, if applicable, the Kohler Supplemental Acquisition.(e) The introductory sentence of Article VI of the Existing Credit Agreement is hereby amended to replace the phrase“(giving effect to the Kohler Acquisition Transactions)” with the 3#89306005v7 [NEWYORK 3317891_2]phrase “(giving effect to the Kohler Acquisition Transactions and, if applicable, the Kohler Supplemental Acquisition)”.(f) Section 8.01(q) of the Existing Credit Agreement is hereby amended to add the phrase “(or, as applicable, the KohlerSupplemental Acquisition)” after the phrase “Kohler Acquisition” in each of clauses (i) and clause (ii) of the proviso thereof.(g) Section 8.02(l) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(l) the Kohler Acquisition, the Kohler Supplemental Acquisition and Investments between or among the Borrowerand its direct or indirect wholly-owned Subsidiaries in connection with the consummation of the Kohler Acquisition or theKohler Supplemental Acquisition and Investments constituting Permitted Kohler-Related Transfers; and(h) Section 8.03(h) of the Existing Credit Agreement is hereby amended and restated in its entirety with the following:(h) Indebtedness of the Kohler Acquired Business or the business acquired pursuant to the Kohler SupplementalAcquisition or, in either case, any Subsidiaries thereof existing at the time of consummation of the Kohler Acquisition orthe Kohler Supplemental Acquisition, as applicable, provided that (i) such Indebtedness was not incurred in contemplationof such Acquisition and (ii) the aggregate principal amount of Indebtedness permitted pursuant to this clause (h) shall notexceed $105,000,000 at any time outstanding;(i) Section 8.04 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing as the lastword in Section 8.04(d), (ii) replace the period appearing at the end of Section 8.04(e) with “; and” and (iii) add the following clause(f) to the end of such Section 8.04:(f) the Borrower and any direct or indirect wholly-owned Subsidiary may engage in transactions constitutingPermitted Kohler-Related Transfers.(j) Section 8.08 of the Existing Credit Agreement is hereby amended to replace “(x) between or among the Borrowerand any Guarantor or between and among any Guarantors or (y) on terms that satisfy Section 482 of the Code and the TreasuryRegulations thereunder” with “(x) between or among the Borrower and any Guarantor or between and among any Guarantors, (y) onterms that satisfy Section 482 of the Code and the Treasury Regulations thereunder or (z) constituting Permitted Kohler-RelatedTransfers”.(k) Section 8.12 of the Existing Credit Agreement is hereby amended to replace the phrase “the Kohler Acquisition shallbe permitted on the Kohler Acquisition Closing Date” with the phrase “the Kohler Acquisition shall be permitted on the KohlerAcquisition Closing Date and the Kohler Supplemental Acquisition shall be permitted on or about the Kohler Acquisition ClosingDate”. 4#89306005v7 [NEWYORK 3317891_2]SECTION 3 . Representations of the Borrower. The Borrower represents and warrants that (a) it has all requisite power andauthority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform anyobligations under this Amendment and (b) this Amendment has been duly executed and delivered by the Borrower, and it constitutesa legal, valid and binding obligation thereof, enforceable against the Borrower in accordance with its terms.SECTION 4 . Effectiveness of Amendments. This Amendment shall become effective on the date hereof upon receipt by theAdministrative Agent of a signed counterpart of this Amendment from each of (x) the Borrower, (y) the Required Lenders and (z)the Administrative Agent (such date, the “ Amendment Effective Date ”).SECTION 5 . Certain Consequences Of Effectiveness.(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any Guarantor or any other partyunder the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of theterms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, allof which are ratified and affirmed in all respects and shall continue in full force and effect.(b) Nothing herein shall be deemed to entitle the Borrower or any Guarantor to a consent to, or a waiver, amendment,modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing CreditAgreement or Amended Credit Agreement on any future occasion.(c) By signing this Amendment, the Borrower hereby confirms that (i) the obligations of each of the Loan Parties underthe Amended Credit Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are entitled to thebenefit of the guarantees set forth in the Facility Guaranty and the benefits set forth in each Loan Document and (ii) the LoanDocuments are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.SECTION 6 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Stateof New York.SECTION 7 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by electronic means(including facsimile or “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of anoriginal executed counterpart hereof.[ Remainder of Page Intentionally Empty ] 5#89306005v7 [NEWYORK 3317891_2]IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the date first abovewritten.TECH DATA CORPORATION,as BorrowerBy: Name: Title: [NEWYORK 3317891_2][LENDER],as a LenderBy: Name: Title: [NEWYORK 3317891_2]Acknowledged :BANK OF AMERICA, N.A.,as Administrative AgentBy: Name: Title: [NEWYORK 3317891_2]TECH DATA CORPORATION AND SUBSIDIARIESName of SubsidiaryDesignationIncorporationAzlan European Finance LimitedFUnited KingdomAzlan GmbHFGermanyAzlan Group LimitedFUnited KingdomAzlan LimitedFUnited KingdomAzlan Logistics LimitedFUnited KingdomAzlan Scandinavia ABFSwedenHorizon Technical Services (UK) LimitedFUnited KingdomHorizon Technical Services ABFSwedenISI Distribution LimitedFUnited KingdomManaged Training Services LimitedFUnited KingdomManeboard LimitedFUnited KingdomSpecialist Distribution Group (SDG) LimitedFUnited KingdomTD Facilities, Ltd.DTexasTD Fulfillment Services, LLCDFloridaTD Hold Co LimitedFUnited KingdomTD Tech Data ABFSwedenTD United Kingdom Acquisition LimitedFUnited KingdomTech Data (Netherlands) B.V.FNetherlandsTech Data (Schweiz) GmbHFSwitzerlandTech Data Brasil LtdaFBrazilTech Data bvba/sprlFBelgiumTech Data Canada CorporationFCanadaTech Data Corporation (“TDC”)DFloridaTech Data Capital LimitedFCyprusTech Data Cyprus Holding Ltd.FCyprusTech Data Delaware, Inc.DDelawareTech Data Denmark ApSFDenmarkTech Data Deutschland GmbHFGermanyTech Data Distribution LimitedFIrelandTech Data Distribution s.r.o.FCzech RepublicTech Data Education, Inc.DFloridaTech Data Espana S.L.U.FSpainTech Data Europe GmbHFGermanyTech Data Europe Services and Operations, S.L.FSpainTech Data European Management GmbHFGermanyTech Data Finance Partner, Inc.DFloridaTech Data Finance SPV, Inc.DDelawareTech Data Financing CorporationFCayman IslandsTech Data Finland OyFFinlandTech Data Florida Services, Inc.DFloridaTech Data France Holding SarlFFranceTech Data France SASFFranceTech Data Funding LimitedFCyprusTech Data Global Finance LPFCayman IslandsTech Data GmbH & Co OHGFGermanyTech Data Hungary kft.FHungaryTech Data Information TechnologyFGermanyTech Data International SárlFSwitzerlandTech Data Italia SrlFItalyTech Data Latin America, Inc.DFloridaTech Data LimitedFUnited KingdomTech Data Lux Finance S.á.r.lFLuxembourgTech Data Luxembourg S.á.r.lFLuxembourgTech Data Management GmbHFAustriaTech Data Marne SNCFFranceTech Data Mexico S. de R. L. de C. V.FMexicoTech Data Midrange GmbHFGermanyTech Data Mobile Acquisition Limited (formerly known as Brightstar AcquisitionLimited)FUnited KingdomTech Data Mobile Limited (formerly known as Brightstar Europe Limited)FUnited KingdomTech Data Nederland BVFNetherlandsTech Data Norge ASFNorwayTech Data Operations Center, SAFCosta RicaTech Data Österreich GmbHFAustriaTech Data Polska Sp.z.o.o.FPolandTech Data Portugal LdaFPortugalTech Data Product Management, Inc.DFloridaTech Data Resources, LLCDDelawareTech Data Service GmbHFAustriaTech Data Servicios, S. de R.L. de C.V.FMexicoTech Data Strategy GmbHFGermanyTech Data Tennessee, Inc.DFloridaTech Data Uruguay S.A.FUruguayTech Data UK Finance LimitedFUnited KingdomTD UK Fin Ptr LimitedFUnited KingdomTech Data UK Resources LimitedFUnited Kingdom*Domestic (D), Foreign (F)Consent of Independent Registered Certified Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements of Tech Data Corporation:(1) Registration Statement (Form S-8 No. 333-161687) pertaining to the 2009 Equity Incentive Plan,(2) Registration Statement (Form S-8 No. 333-144298) pertaining to the Amended and Restated 2000 Equity Incentive Plan,(3) Registration Statement (Form S-8 No. 333-59198) pertaining to the 2000 Non-Qualified Stock Option Plan and the 2000 Equity Incentive Plan,(4) Registration Statement (Form S-8 No. 033-62181) pertaining to the 1995 Non-employee Directors Stock Option Plan,(5) Registration Statement (Form S-8 No. 033-60479) pertaining to the 1995 Employee Stock Purchase Plan, and(6) Registration Statement (Form S-3 No. 333-215579);of our reports dated March 30, 2017, with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries and theeffectiveness of internal control over financial reporting of Tech Data Corporation and subsidiaries included in this Annual Report (Form 10-K) of Tech DataCorporation for the year ended January 31, 2017./s/ Ernst & Young LLPTampa, FloridaMarch 30, 2017Exhibit 31-ACertification of Chief Executive OfficerPursuant toExchange Act Rules 13a-14(a) and 15d-14(a)As Adopted Pursuant toSection 302 of The Sarbanes-Oxley Act of 2002I, Robert M. Dutkowsky, certify that: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, inlight 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 materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich 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 providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted 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 thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)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 (theregistrant’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 internalcontrol over financial reporting; and5.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 auditorsand 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 adverselyaffect the registrant’s ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.Date: March 30, 2017 /s/ R OBERT M. D UTKOWSKYRobert M. DutkowskyChief Executive OfficerExhibit 31-BCertification of Chief Financial OfficerPursuant toExchange Act Rules 13a-14(a) and 15d-14(a)As Adopted Pursuant toSection 302 of The Sarbanes-Oxley Act of 2002I, Charles V. Dannewitz, certify that: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, inlight 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 materialinformation relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich 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 providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted 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 thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd)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 (theregistrant’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 internalcontrol over financial reporting; and5.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 auditorsand 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 adverselyaffect the registrant’s ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financialreporting.Date: March 30, 2017 /s/ C HARLES V. D ANNEWITZCharles V. DannewitzExecutive Vice President,Chief Financial OfficerExhibit 32-ACertification of Chief Executive OfficerPursuant to18 U.S.C. Section 1350,As Adopted Pursuant toSection 906 of The Sarbanes-Oxley Act of 2002I, 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:(i)The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2017 (the “Report”) fully complies with therequirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 30, 2017 /s/ R OBERT M. D UTKOWSKYRobert M. DutkowskyChief Executive OfficerExhibit 32-BCertification of Chief Financial OfficerPursuant to18 U.S.C. Section 1350,As Adopted Pursuant toSection 906 of The Sarbanes-Oxley Act of 2002I, Charles V. Dannewitz, Executive Vice President, Chief Financial Officer of Tech Data Corporation (the “Company”), certify, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:(i)The Annual Report on Form 10-K of Tech Data Corporation for the annual period ended January 31, 2017 (the “Report”) fully complies with therequirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 30, 2017 /s/ C HARLES V. D ANNEWITZCharles V. DannewitzExecutive Vice President,Chief Financial Officer

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