8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):May 11, 2017 (February 27, 2017)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Explanatory Note

On February 27, 2017, Tech Data Corporation ("Tech Data"), pursuant to the Interest Purchase Agreement by and between Tech Data and Avnet Inc. ("Avnet"), acquired all the shares of AVT Technology Solutions LLC and TS DivestCo B.V., which together hold all assets and liabilities primarily relating to the technology solutions business of Avnet (the “Acquired Business”).

This Amendment No. 1 on Form 8-K/A is being filed by Tech Data to amend the Current Report on Form 8-K filed on February 27, 2017 (the "Original Report"), solely to provide the disclosures required by Item 9.01 of the Form 8-K that were not previously filed with the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The audited combined balance sheets of the Acquired Business as of July 2, 2016 and June 27, 2015, and the related audited combined statements of operations, comprehensive income, changes in net parent investment and cash flows for each of the years ended July 2, 2016, June 27, 2015 and June 28, 2014, and the notes related thereto, were filed as Exhibit 99.1 to the current report on Form 8-K filed by Tech Data on January 17, 2017 and are incorporated herein by reference.

The unaudited condensed combined balance sheets of the Acquired Business as of December 31, 2016 and July 2, 2016, and the related unaudited condensed combined statements of operations, comprehensive income and cash flows for each of the six months ended December 31, 2016 and January 2, 2016 and the notes related thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet as of January 31, 2017, the unaudited pro forma condensed combined statement of income for the year ended January 31, 2017 and the notes related thereto are filed as Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
99.1	The audited combined balance sheets of the Acquired Business as of July 2, 2016 and June 27, 2015, and the related audited combined statements of operations, comprehensive income, changes in net parent investment and cash flows for each of the years ended July 2, 2016, June 27, 2015 and June 28, 2014 and the notes related thereto (Incorporated by reference to the Exhibit 99.1 included in Tech Data's Form 8-K dated January 17, 2017, File No. 0-14625).
99.2	The unaudited condensed combined balance sheets of the Acquired Business as of December 31, 2016 and July 2, 2016, and the related unaudited condensed combined statements of operations, comprehensive income and cash flows for each of the six months ended December 31, 2016 and January 2, 2016 and the notes related thereto.
99.3	The unaudited pro forma condensed combined balance sheet as of January 31, 2017, the unaudited pro forma condensed combined statement of income for the year ended January 31, 2017 and the notes related thereto.

SIGNATURE

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

	Tech Data Corporation
	(Registrant)
Date: May 11, 2017	/s/ Charles V. Dannewitz
	Charles V. Dannewitz
	Executive Vice President,
	Chief Financial Officer

EX-99.2

CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

Technology Solutions

As of December 31, 2016 and July 2, 2016 and for the six months ended

December 31, 2016 and January 2, 2016

Table of Contents

	Page
Condensed Combined Balance Sheets at December 31, 2016 and July 2, 2016	2
Condensed Combined Statements of Operations for the six months ended December 31, 2016 and January 2, 2016	3
Condensed Combined Statements of Comprehensive Income (Loss) for the six months ended December 31, 2016 and January 2, 2016	4
Condensed Combined Statements of Cash Flows for the six months ended December 31, 2016 and January 2, 2016	5
Notes to Condensed Combined Financial Statements	6

1

TECHNOLOGY SOLUTIONS

CONDENSED COMBINED BALANCE SHEETS

(Unaudited)

	December 31,		July 2,
	2016		2016
	(Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	127,627	$	149,107
Receivables, less allowances of $30,299 and $34,357, respectively		2,862,859		2,265,341
Inventories		271,081		295,362
Prepaid and other current assets		65,067		65,711
Total current assets		3,326,634		2,775,521
Property, plant and equipment, net		145,424		158,200
Goodwill		648,158		659,368
Intangible assets, net		45,210		55,826
Other assets		39,130		43,516
Total assets	$	4,204,556	$	3,692,431
LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
Short-term debt	$	85,639	$	102,544
Accounts payable		2,114,809		1,643,576
Accrued expenses and other		198,438		231,674
Total current liabilities		2,398,886		1,977,794
Other liabilities		58,995		60,842
Total liabilities		2,457,881		2,038,636
Commitments and contingencies (Note 8)
Net parent investment:
Net parent company investment		1,954,977		1,821,592
Accumulated other comprehensive loss		(208,302)		(167,797)
Total net parent investment		1,746,675		1,653,795
Total liabilities and net parent investment	$	4,204,556	$	3,692,431

See notes to condensed combined financial statements.

2

TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended
	December 31,		January 2,
	2016		2016
	(Thousands)
Sales	$	4,375,397	$	5,087,754
Cost of sales		3,927,936		4,581,373
Gross profit		447,461		506,381
Selling, general and administrative expenses		330,137		348,894
Restructuring, amortization, integration and other expenses (Note 10)		22,873		30,873
Operating income		94,451		126,614
Other expense, net		7,161		10,684
Interest expense, net		2,161		2,099
Income before income taxes		85,129		113,831
Income tax expense		31,344		42,753
Net income	$	53,785	$	71,078

See notes to condensed combined financial statements.

3

TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Six Months Ended
	December 31,		January 2,
	2016		2016
	(Thousands)
Net income	$	53,785	$	71,078
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments and other adjustments		(40,505)		(32,295)
Total comprehensive income (loss)	$	13,280	$	38,783

See notes to condensed combined financial statements.

4

TECHNOLOGY SOLUTIONS

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	December 31,		January 2,
	2016		2016
	(Thousands)
Cash flows from operating activities:
Net income	$	53,785	$	71,078
Non-cash and other reconciling items:
Depreciation		13,740		13,391
Amortization		8,897		10,291
Stock-based compensation		12,858		16,493
Pension expenses		5,483		6,508
Other, net		1,993		4,043
Changes in (net of effects from businesses acquired):
Receivables		(650,812)		(702,941)
Inventories		16,906		(23,002)
Accounts payable		502,828		569,546
Accrued expenses and other, net		(30,641)		60,851
Net cash flows provided (used) by operating activities		(64,963)		26,258
Cash flows from financing activities:
Borrowings (repayments) of short-term debt, net		(16,506)		28,244
Contributions (to)/from Parent, net		66,742		(19,082)
Net cash flows provided by financing activities		50,236		9,162
Cash flows from investing activities:
Purchases of property, plant and equipment		(4,508)		(1,390)
Acquisitions of businesses, net of cash acquired (Note 2)		—		(19,199)
Other, net		365		(1,375)
Net cash flows used for investing activities		(4,143)		(21,964)
Effect of currency exchange rate changes on cash and cash equivalents		(2,610)		(3,491)
Cash and cash equivalents:
— (decrease) increase		(21,480)		9,965
— at beginning of period		149,107		85,762
— at end of period	$	127,627	$	95,727

Additional cash flow information (Note 9)

See notes to condensed combined financial statements.

5

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

1. Description of Business and Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed combined interim financial statements reflect the ongoing operations of the Technology Solutions operating group (the “Business” or “TS”) of Avnet, Inc. (“Avnet” or “Parent”) and have been derived from the consolidated financial statements and accounting records of Avnet. The Business is controlled by Avnet, a publicly traded company listed on the New York Stock Exchange. Avnet is a global value-added distributor of electronic components, enterprise computer and storage products, IT solutions and services and embedded subsystems.

Certain information and footnote disclosures, including critical and significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted for this interim presentation.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this report should be read in conjunction with the audited combined financial statements as of July 2, 2016 and June 27, 2015 and for the years ended July 2, 2016, June 27, 2015, and June 28, 2014.

Fiscal year

The Business operates on a “52/53 week” fiscal year and fiscal 2017 contains 52 weeks compared to 53 weeks in fiscal 2016. As a result, the first six months of fiscal 2017 contained 26 weeks compared to the first six months of fiscal 2016, which contained 27 weeks.

New accounting pronouncements

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The update amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of income tax consequences when the transfer occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach should be applied. The Business is currently evaluating the impact of the adoption of ASU 2016-16 on its combined financial statements.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The update provides guidance for eight specific cash flow classification issues with respect to how certain cash receipts and cash payments are presented and classified within the statement of cash flows in an effort to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. ASU 2016-15 should be applied using a retrospective transition method to each period presented. The Business is currently evaluating the impacts of the adoption of ASU 2016-15 on its combined statements of cash flows.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the combined balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update will be effective for the Business in the first quarter of fiscal 2020, using a modified retrospective approach. The Business is currently evaluating the impact of the adoption of ASU 2016-02 on its combined financial statements.

6

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), as amended, to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 may require more judgment and estimates within the revenue recognition process compared to existing GAAP. In July 2015, the FASB approved a one-year delay in the effective date of ASU 2014-09, which makes the effective date for the Business the first quarter of fiscal 2019. The Business may adopt the requirements of ASU 2014-09 using either of two acceptable adoption methods: (i) retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) adoption with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined within ASU 2014-09. The Business is currently evaluating the impact of the future adoption of ASU 2014-09 on its combined financial statements, including the method of adoption to be used.

2. Acquisitions

In the second quarter of fiscal 2016, the Business acquired two businesses with aggregated annualized sales of approximately $120.0 million for an aggregate purchase price of $36.4 million. In November 2015, the Business purchased Orchestra Service GmbH, a German IT distributor of innovative storage solutions and services for EMC products. In January 2016, the Business purchased ExitCertified, a leading provider of certified IT training in North America. The Business paid cash of $19.2 million, net of cash acquired, for such acquisitions in the second quarter of fiscal 2016. The Business has not disclosed the pro-forma impact of the fiscal 2016 acquisitions, as such impact was not material to the Business’s combined financial position or results of operations. The Business had no acquisitions in the first six months of fiscal 2017.

3. Derivative financial instruments

Many of the Business’ subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Business to the risks associated with fluctuations in foreign currency exchange rates. The Business reduces this risk by utilizing natural hedging (i.e., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign currency exchange contracts typically with maturities of less than 60 days (“economic hedges”). The Business continues to have exposure to foreign currency risks to the extent they are not hedged. The Business adjusts any economic hedges to fair value through the condensed combined statements of operations primarily within “other expense, net.” Therefore, the changes in valuation of the underlying items being economically hedged are offset by the changes in fair value of the forward foreign exchange contracts. The fair value of forward foreign currency exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions “other current assets” or “accrued expenses and other,” as applicable, in the accompanying condensed combined balance sheets as of December 31, 2016, and July 2, 2016. The Parents’ master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. Derivative financial instruments with the same counterparty are presented as either a net asset or liability when the right of offset exists.

The Business generally does not hedge its investments in its foreign operations. The Business does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Business’ foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Business’ foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Canadian Dollar,

7

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

Australian Dollar and Mexican Peso. The Business also, to a lesser extent, has foreign operations transactions in other European, Latin American and Asian foreign currencies.

The fair values of derivative financial instruments in the Business’ condensed combined balance sheets are as follows:

	December 31,		July 2,
	2016		2016
	(Thousands)
Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:
Other current assets	$	67	$	—
Accrued expenses		(58)		286

The amounts recorded to foreign exchange gain, net related to derivative financial instruments are as follows:

	Six Months Ended
	December 31,		January 2,
	2016		2016
	(Thousands)
Net derivative financial instrument (loss) gain	$	(2,226)	$	984

Under the economic hedging approach, gains and losses on the derivative financial instruments are partially offset by the gains and losses on the underlying assets or liabilities being hedged.

4. Related Party Transactions

The condensed combined financial statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements and accounting records of Avnet.

Allocation of General Corporate Expense

During the six months ended December 31, 2016 and January 2, 2016, TS was allocated $79.7 million and $80.3 million, respectively, of support and general corporate expenses incurred by Avnet which are included within selling, general and administrative expenses in the condensed combined statements of operations.

The expense allocations have been determined on a basis management considers to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the periods presented. The allocations may not, however, reflect the expense the Business would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if the Business had been a standalone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

8

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

Pension and Retirement Plans

The Business’ employees participate in the defined benefit pension plan of the Parent. Avnet’s noncontributory defined benefit pension plan (the “Plan”) covers substantially all U.S. employees. The Plan itself, however, is a cash balance plan that is similar in nature to a defined contribution plan in that a participant’s benefit is defined in terms of a stated account balance.  Employees are eligible to participate in the Plan following the first year of service during which they worked at least 1,000 hours.

The Plan provides defined benefits pursuant to a cash balance feature whereby a participant accumulates a benefit based upon a percentage of current salary, which varies with age, and interest credits. Avnet uses its fiscal year end as the measurement date for determining pension expense and benefit obligations for each fiscal year. Additionally, Avnet has pension plans of certain non-U.S. subsidiaries and other defined benefit plans, which are not considered material. The Business’ share of defined benefit plan costs were $5.5 million and $6.5 million for the six months ended December 31, 2016 and January 2, 2016, respectively. These expenses are included in selling, general and administrative expenses in the condensed combined statements of operations.

Stock-based Compensation

Avnet’s incentive compensation programs primarily consist of share awards, restricted share awards or stock options (any of which may be a performance award). Certain Parent employees supporting the Business’ operations, including certain employees dedicated to the Business, were historically granted these types of awards. These share-based compensation costs have been allocated to the Business as part of the general corporate expense allocations from the Parent, described above. These costs totaled $12.9 million and $16.5 million for the six months ended December 31, 2016 and January 2, 2016, respectively. The underlying equity for all awards granted under the plans consists of Avnet common shares. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results the Business would have experienced as an independent company for the periods presented. Share-based compensation expense is included in general and administrative expenses in the accompanying condensed combined statements of operations.

5. Goodwill and intangible assets

The following table presents the change in goodwill balances for the six months ended December 31, 2016. All of the accumulated impairment was recognized in fiscal 2009.

	Total
	(Thousands)
Gross goodwill	$	993,992
Accumulated impairment		(334,624)
Carrying value at July 2, 2016		659,368
Additions		—
Adjustments		—
Foreign currency translation		(11,210)
Carrying value at December 31, 2016	$	648,158
Gross goodwill	$	982,782
Accumulated impairment		(334,624)
Carrying value at December 31, 2016	$	648,158

9

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

The following table presents the Business’ acquired identifiable intangible assets at December 31, 2016 and July 2, 2016, respectively:

	December 31, 2016						July 2, 2016
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	155,515	$	(112,804)	$	42,711	$	163,189	$	(108,479)	$	54,710
Trade name and other		3,796		(1,297)		2,499		1,129		(13)		1,116
	$	159,311	$	(114,101)	$	45,210	$	164,318	$	(108,492)	$	55,826

Intangible asset amortization expense was $8.9 million and $10.3 million for the six months ended December 31, 2016 and January 2, 2016, respectively. Intangible assets have a weighted average remaining life of approximately 4 years as of December 31, 2016. The following table presents the estimated future amortization expense for the next five fiscal years and thereafter (in thousands):

Fiscal Year
Remainder of fiscal 2017	$	10,326
2018		8,959
2019		8,918
2020		8,918
2021		6,102
Thereafter		1,987
Total	$	45,210

6. Debt

Short-term debt consists of the following (in thousands):

	December 31, 2016		July 2,  2016		December 31, 2016		July 2,  2016
	Average Interest Rate				Carrying Balance
Bank credit facilities and other	6.20	%	5.30	%	$	85,639	$	102,544
Short-term debt					$	85,639	$	102,544

Bank credit facilities and other consist of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Business including its foreign operations. These facilities are short-term in nature due to the ability for the counterparties to terminate or demand payment upon notice to the Business. The Parent has guaranteed $35.2 million and $34.8 million of such facilities as of December 31, 2016 and July 2, 2016, respectively

The Business has historically participated in the Parent’s accounts receivable securitization program (the “Program”). Under the Program, the Business, for the benefit of the Parent, legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded

10

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

within “Receivables” in the condensed combined balance sheets, totaled $1.01 billion and $696.4 million at December 31, 2016 and July 2, 2016, respectively, and serve as security under the Program.

7. Income taxes

The Business’ effective tax rate on income before income taxes was 36.8% in the first six months of 2017 as compared with an effective tax rate of 37.6% in the six months of fiscal 2016. During the first six months of fiscal 2017 and fiscal 2016, the Business’ effective tax rate was unfavorably impacted primarily by audit settlements and establishment of valuation allowances, partially offset by a favorable mix of income in lower tax jurisdictions.

The Business applies the guidance in ASC 740 Income Taxes, which requires management to use its judgment to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, the Business examines all available evidence on a jurisdiction by jurisdiction basis and weighs the positive and negative evidence when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items: (i) the historic levels of income or losses over a range of time periods, which may extend beyond the most recent three fiscal years depending upon the historical volatility of income in an individual jurisdiction; (ii) expectations and risk associated with underlying estimates of future taxable income, including considering the historical trend of down-cycles in the Business’ served industries; (iii) jurisdictional specific limitations on the utilization of deferred tax assets including when such assets expire; and (iv) prudent and feasible tax planning strategies.

Amounts presented in these condensed combined financial statements related to income taxes have been determined on a separate tax return basis.

8. Commitments and contingencies

From time to time, the Business may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Business’ financial condition, liquidity or results of operations. The Business also is currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export. For certain of these matters it is not possible to determine the ultimate outcome, and the Business cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the preliminary stages of the related proceedings and investigations. The Business currently believes that the resolution of such matters will not have a material adverse effect on the Business’ financial position or liquidity, but could possibly be material to its results of operations in any one interim period.

11

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

In the first quarter of fiscal 2017, the Parent reached a legal settlement on behalf of the Business, resulting in the payment of $6.5 million to settle a lawsuit for an acquired business related to the operations of such business prior to the acquisition by the Business.

9. Additional cash flow information

The “Other, net” component of non-cash and other reconciling items within operating activities in the condensed combined statements of cash flows consisted of the following during the first six months of fiscal 2017 and 2016:

	December 31,		January 2,
	2016		2016
	(Thousands)
Provision for doubtful accounts receivable	$	1,741	$	2,238
Other, net		252		1,805
Total	$	1,993	$	4,043

Interest payments were $1.2 million and $1.5 million during the six months ended December 31, 2016 and January 2, 2016, respectively.

The Business includes book overdrafts as part of accounts payable on its condensed combined balance sheets and reflects changes in such balances as part of cash flows from operating activities in its condensed combined statements of cash flows.

10. Restructuring, integration, amortization and other expenses

Fiscal 2017

	Six Months Ended
	December 31, 2016
	(Thousands)
Restructuring expenses	$	6,081
Integration costs		209
Other costs, including acquisition costs		8,334
Changes in estimates for prior year restructuring liabilities		(647)
Amortization expense		8,897
Restructuring, integration, amortization and other expenses	$	22,874

During the first six months of fiscal 2017, the Business took certain actions in an effort to reduce future operating expenses. These actions include activities related to the Parent’s Avnet Advantage initiative, which is focused on creating long-term operational efficiencies. In addition, the Business incurred integration, amortization and other costs. The following table presents the restructuring, integration, amortization and other expenses recorded during the first six months of fiscal 2017:

The activity related to the restructuring liabilities established and other associated expenses incurred during fiscal 2017 is presented in the following table:

12

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

			Facility
	Severance		Exit Costs		Other		Total
	(Thousands)
Fiscal 2017 restructuring expenses	$	4,668	$	1,346	$	67	$	6,081
Cash payments		(3,364)		(249)		(29)		(3,642)
Other, principally foreign currency translation		(13)		—		—		(13)
Balance at December 31, 2016	$	1,291	$	1,097	$	38	$	2,426

Severance expense recorded in the first six months of fiscal 2017 related to the reduction, or planned reduction, of over 100 employees, primarily in senior management, operations, sales and business support functions. Facility exit costs primarily consist of liabilities for remaining lease obligations for exited facilities. Other restructuring costs related primarily to other miscellaneous restructuring and exit costs. The Business expects the majority of the remaining severance and facility exit costs to be paid by the end of fiscal 2017.

Other costs consists primarily of professional fees incurred for acquisitions, costs incurred for businesses divested or closed in current or prior periods, any ongoing facilities operating costs associated with the consolidation, relocation and closure of facilities once such facilities have been vacated or substantially vacated, and other miscellaneous costs that relate to restructuring, integration and other expenses. Included in other costs during the first six months of fiscal 2017 was $6.5 million of expense to settle a lawsuit for an acquired business related to the operations of such business prior to the acquisition by the Business.

Fiscal 2016

During fiscal 2016, the Business incurred restructuring expenses related to various restructuring actions intended to reduce future operating expenses. The following table presents the activity during the first six months of fiscal 2017 related to the remaining restructuring liabilities established during fiscal 2016:

			Facility
	Severance		Exit Costs		Other		Total
		(Thousands)
Balance at July 2, 2016	$	4,367	$	2,964	$	220	$	7,551
Cash payments		(3,060)		(1,138)		(46)		(4,244)
Changes in estimates, net		(499)		146		62		(291)
Non-cash amounts		—		—		(60)		(60)
Other, principally foreign currency translation		(67)		(41)		(56)		(164)
Balance at December 31, 2016	$	741	$	1,931	$	120	$	2,792

As of December 31, 2016, management expects the majority of the remaining severance, facility exit and other liabilities to be utilized by the end of fiscal 2017.

Fiscal 2015 and prior

As of July 2, 2016, there was $3.0 million of restructuring liabilities remaining related to restructuring actions taken in fiscal years 2015 and prior, the majority of which relates to facility exit costs. The remaining balance for such historical restructuring liabilities as of December 31, 2016 was $1.8 million, which is expected to be paid by the end of fiscal 2017.

13

TECHNOLOGY SOLUTIONS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS – (Continued)

11. Subsequent Events

Subsequent events were evaluated through February 24, 2017, the date these condensed combined financial statements were available to be issued.

14

EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements have been prepared to illustrate the effect of the acquisition of Avnet Inc.'s ("Avnet") Technology Solutions business (the "Acquisition") and the Debt Financing (as defined herein). The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the combined company’s condensed combined financial position or results of operations actually would have been had the Acquisition and the Debt Financing been completed as of the dates indicated below. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition and the Debt Financing as if those events had occurred on January 31, 2017, while the unaudited pro forma condensed combined statement of income for the year ended January 31, 2017 gives effect to the Acquisition and the Debt Financing as if those events had occurred on February 1, 2016. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to events that are (i) directly attributable to the Acquisition and the Debt Financing, (ii) factually supportable, and (iii) with respect to the statement of income, expected to have a continuing impact on the combined company. The unaudited pro forma condensed combined statement of income does not reflect any non-recurring charges directly related to the Acquisition and the Debt Financing. Further, because the tax rate used for these unaudited pro forma condensed combined financial statements is an estimated statutory tax rate, it will likely vary from the actual effective rate in periods subsequent to the completion of the Acquisition and the Debt Financing. Each of the adjustments is preliminary and is based on certain estimates and currently available information and is subject to further adjustments as additional information becomes available and as additional analyses are performed. Management believes that all significant adjustments necessary to reflect the effects of the Acquisition and the Debt Financing are included in the accompanying unaudited pro forma condensed combined financial statements and are deemed to be reasonable.

The preliminary purchase price allocation has been based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. Additional valuation procedures are expected to be performed and any increases or decreases in the fair value of the assets acquired or liabilities assumed will result in adjustments to the unaudited pro forma condensed combined financial statements until the purchase price allocation is finalized. These adjustments could be material. The preliminary purchase price allocation has been made solely for the purpose of preparing the accompanying unaudited pro forma condensed combined financial statements and is not necessarily indicative of what the actual combined financial position or results of operations of Tech Data ("the Company") and Avnet's Technology Solutions business (the "Acquired Business") would have been as of and for the periods presented, nor does it purport to represent the future combined financial position or results of operations of Tech Data and the Acquired Business.

The unaudited pro forma condensed combined financial statements do not reflect the impact of any potential cost savings or efficiencies that Tech Data may achieve from the combination of the two entities.

The following unaudited pro forma condensed combined financial statements have been derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2017, the combined financial statements of the Acquired Business filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 17, 2017 and the condensed combined financial statements of the Acquired Business filed as Exhibit 99.2 to our Current Report on Form 8-K/A filed herein. The pro forma condensed combined balance sheet and the pro forma condensed combined statement of income as of and for the year ended January 31, 2017 have been prepared utilizing period ends for Tech Data and the Acquired Business that differ by fewer than 93 days, as permitted by Regulation S-X.

The historical financial data for the Acquired Business for the year ended December 31, 2016 are derived by adding the financial data from the Acquired Business’ audited combined statement of income for the year ended July 2, 2016 and the unaudited condensed combined statement of income for the six-month period ended December 31, 2016, and subtracting the Acquired Business’ unaudited condensed combined statement of income for the six-month period ended January 2, 2016.

1

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JANUARY 31, 2017

(In thousands)

	Historical
	As of January 31, 2017			As of December 31, 2016										As of January 31, 2017
	Tech Data			Acquired Business			Reclassification Adjustments 2(j)			Pro Forma Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	2,125,591		$	127,627		$	—		$	(1,454,392	)	2(a)	$	798,826
Accounts receivable, less allowances	3,047,927			2,862,859			—			—				5,910,786
Inventories	2,118,902			271,081			—			—				2,389,983
Prepaid expenses and other assets	119,906			65,067			—			1,220			2(d)	186,193
Total current assets	7,412,326			3,326,634			—			(1,453,172		)		9,285,788
Property and equipment, net	74,239			145,424			(86,256		)	—				133,407
Goodwill	199,021			648,158			—			98,531			2(b)	945,710
Intangible assets, net	130,676			45,210			86,256			893,790			2(b)	1,155,932
Other assets, net	115,604			39,130			—			(11,146		)	2(c), (d), (h)	143,588
Total assets	$	7,931,866		$	4,204,556		$	—		$	(471,997	)		$	11,664,425
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short term debt	$	—		$	85,639		$	(85,639	)	$	—			$	—
Accounts payable	3,844,532			2,114,809			—			(5,816		)	2(e)	5,953,525
Accrued expenses and other liabilities	493,199			198,438			—			(3,543		)	2(d)	688,094
Revolving credit loans and current maturities of long-term debt, net	373,123			—			85,639			37,500			2(f)	496,262
Total current liabilities	4,710,854			2,398,886			—			28,141				7,137,881
Long term debt, less current maturities	989,924			—			—			962,500			2(f)	1,952,424
Other liabilities	—			58,995			(58,995		)	—				—
Other long term liabilities	61,200			—			58,995			54,006			2(c), (d)	174,201
Total liabilities	5,761,978			2,457,881			—			1,044,647				9,264,506
Commitments and contingencies
Shareholders' equity:
Common stock	89			—			—			—				89
Additional paid-in capital	686,042			—			—			123,032			2(g)	809,074
Treasury stock, at cost	(1,070,994		)	—			—			124,200			2(g)	(946,794		)
Retained earnings	2,629,293			—			—			(17,201		)	2(h)	2,612,092
Net parent company investment	—			1,954,977			—			(1,954,977		)	2(i)	—
Accumulated other comprehensive loss	(74,542		)	(208,302		)	—			208,302			2(i)	(74,542		)
Total shareholders' equity	2,169,888			1,746,675			—			(1,516,644		)		2,399,919
Total liabilities and shareholders' equity	$	7,931,866		$	4,204,556		$	—		$	(471,997	)		$	11,664,425

2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED JANUARY 31, 2017

(In thousands, except per share data)

	Historical
	Year Ended January 31, 2017			Year Ended December 31, 2016									Year Ended January 31, 2017
	Tech Data			Acquired Business		Reclassification Adjustments			Pro Forma Adjustments			Notes	Pro Forma Combined
Net sales	$	26,234,876		$	8,703,172	$	—		$	—			$	34,938,048
Cost of products sold	24,932,949			7,806,835		16,767			—			3(f)	32,756,551
Gross profit	1,301,927			896,337		(16,767		)	—				2,181,497
Operating expenses:
Selling, general and administrative expenses	984,152			675,144		45,389			60,336			3(a)	1,765,021
Acquisition and integration expenses	28,966			—		—			(28,966		)	3(d)	—
LCD settlements and other, net	(4,142		)	—		—			—				(4,142		)
Value added tax assessments	1,049			—		—			—				1,049
Restructuring, amortization, integration and other expenses	—			45,389		(45,389		)	—				—
	1,010,025			720,533		—			31,370				1,761,928
Operating income	291,902			175,804		(16,767		)	(31,370		)		419,569
Interest expense	36,810			5,275		2,131			61,235			3(b)	105,451
Other (income) expense, net	(1,669		)	11,234		(18,898		)	—			3(f)	(9,333		)
Income before income taxes	256,761			159,295		—			(92,605		)		323,451
Provision for income taxes	61,666			59,798		—			(37,261		)	3(c)	84,203
Net income	$	195,095		$	99,497	$	—		$	(55,344	)		$	239,248
Earnings per share:
Basic	$	5.54										3(e)	$	6.30
Diluted	5.51											3(e)	6.26
Weighted average shares outstanding:
Basic	35,194											3(e)	37,979
Diluted	35,428											3(e)	38,213

3

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the Acquisition and Debt Financing, (ii) factually supportable, and (iii) with respect to the statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition and certain other adjustments. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed as of the closing date of the Acquisition, and could result in a significant change to the unaudited pro forma condensed combined financial statements, including goodwill.

Tech Data's historical results are derived from Tech Data's audited consolidated statement of income for the year ended January 31, 2017. The historical financial data for the Acquired Business for the year ended December 31, 2016 are derived by adding the financial data from the Acquired Business' audited combined statement of income for the year ended July 2, 2016 and the unaudited condensed combined statement of income for the six-month period ended December 31, 2016, and subtracting the Acquired Business’ unaudited condensed combined statement of income for the six-month period ended January 2, 2016.

Significant Accounting Policies

The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in Tech Data's audited financial statements as of January 31, 2017 and the Acquired Business' audited financial statements as of July 2, 2016. Management has determined that no significant adjustments are necessary to conform the Acquired Business’ financial statements to the accounting policies used by Tech Data in the preparation of these unaudited pro forma condensed combined financial statements. Certain reclassifications have been reflected in the pro forma adjustments, as further described in Notes 2 and 3, to conform the Acquired Business’ presentation to Tech Data's in the pro forma financial statements. The pro forma financial statements may not reflect all adjustments necessary to conform the accounting policies of the Acquired Business to those of Tech Data due to limitations on the availability of information as of the date of this filing.

Description of the Acquisition

On September 19, 2016, Tech Data entered into an Interest Purchase Agreement, as subsequently amended, (the “Acquisition Agreement”) with Avnet to acquire all the shares of Avnet's Technology Solutions business.

Pursuant to the Acquisition Agreement, and subject to the terms and conditions contained therein, at the closing of the Acquisition on February 27, 2017, Tech Data acquired all of the outstanding shares of the Acquired Business for an aggregate purchase price of approximately $2.425 billion in cash (the "Cash Consideration") and 2,785,402 shares of the Company's common stock (the "Share Consideration"), valued at approximately $247 million based on the closing price of the Company's common stock on February 27, 2017 (representing approximately 7.3% of the Company's outstanding common stock after giving effect to the issuance of the new shares), with the Cash Consideration subject to certain working capital and other adjustments, as described in the Acquisition Agreement.

4

Acquisition Financing

In January 2017, the Company issued $500.0 million aggregate principal amount of 3.70% Senior Notes due 2022 and $500.0 million aggregate principal amount of 4.95% Senior Notes due 2027 (collectively the "Senior Notes") resulting in proceeds of approximately $989.9 million, net of debt discount and debt issuance costs of approximately $1.6 million and $8.5 million, respectively. The net proceeds from the issuance of the Senior Notes were used to fund a portion of the Cash Consideration.

In connection with the closing of the Acquisition on February 27, 2017, the Company borrowed $1.0 billion under a term loan credit agreement entered into on November 2, 2016 with a syndicate of banks (the "Term Loan Credit Agreement") in order to fund a portion of the Cash Consideration. The borrowings are comprised of $250.0 million of three-year senior unsecured term loans (the “2020 Term Loans”) and $750.0 million of five-year senior unsecured term loans (the “2022 Term Loans”). The outstanding principal amount of the 2020 Term Loans is payable 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 years after 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 initial principal amount, with the remaining balance payable on February 27, 2022. The Company pays interest on advances under the Term Loan Credit Agreement at a variable rate based on LIBOR (or similar interbank offered rates depending on currency draw) plus a predetermined margin that is based on the Company's debt rating. The Company has estimated the average interest rate for the 2020 Term Loans and 2022 Term Loans to be approximately 2.7% and 2.8%, respectively, in the proforma condensed combined statement of income.

Any debt financing incurred to fund the Cash Consideration and to pay related fees and expenses, including the issuance of the Senior Notes and borrowings under the Term Loan Credit Agreement, is referred to collectively as the "Debt Financing".

5

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the estimated purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed of the Acquired Business with the excess recorded as goodwill. Such amounts were estimated using the most recent unaudited financial statements of the Acquired Business as of December 31, 2016. Certain amounts, such as the balances of cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities may vary materially based upon changes in the Acquired Business' balances between December 31, 2016 and February 27, 2017, with offsetting changes to goodwill. As the final valuations are being performed, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein. Tech Data's consolidated financial statements as of April 30, 2017 will include updated amounts reflecting the February 27, 2017 estimated fair values.

(dollars in thousands)
Current and other assets	$	3,327,854
Property and equipment, net	59,168
Capitalized software	86,256
Goodwill	746,689
Intangible assets, net	939,000
Other noncurrent assets	21,581
Total assets	5,180,548
Other current liabilities	2,309,704
Short-term debt	85,639
Other long-term liabilities	113,001
Total liabilities	2,508,344
Estimated purchase price	$	2,672,204

Preliminary identifiable intangible assets in the pro forma financial statements consist of anticipated intangibles derived from customer and vendor relationships and trade names. The amortization related to these identifiable intangible assets is reflected as a pro forma adjustment to the pro forma condensed combined statement of income, as further described in Note 4. The identifiable intangible assets and related amortization are preliminary and are based on management's estimates after consideration of similar transactions. As discussed above, the amount that will ultimately be allocated to identifiable intangible assets, and the related amount of amortization, may differ materially from this preliminary allocation. In addition, the periods the amortization impacts will ultimately be based upon the periods in which the associated economic benefits are expected to be derived, or where appropriate, based on the use of a straight-line method. Therefore, the amount of amortization following the transaction may differ significantly between periods based upon the final value assigned, and amortization methodology used, for each identifiable intangible asset.

Goodwill represents the excess of the preliminary estimated purchase price over the fair value of the underlying net assets. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill recognized in the U.S. from the Acquisition is expected to be deductible for tax purposes. Goodwill recognized in foreign jurisdictions from the Acquisition is not expected to be deductible for tax purposes.

The final determination of the purchase price allocation will be based on the Acquired Business' net assets acquired as of the date of the closing of the Acquisition and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on the receipt of more detailed information. Therefore, the actual allocations will differ from the pro forma adjustments presented.

6

2.Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

(a) Represents the Cash Consideration paid, certain transaction costs paid prior to, or concurrent with, closing the Acquisition, as well as the borrowings under the Term Loan Credit Agreement.

(dollars in thousands)
Borrowings under the Term Loan Credit Agreement	$	1,000,000
Cash Consideration paid	(2,424,972		)
Transaction costs paid	(29,420		)
Net cash outflow	$	(1,454,392	)

(b) Reflects the acquisition method of accounting based on the estimated fair value of the assets and liabilities of the Acquired Business as discussed in Note 1 above. Additional information regarding the fair value of intangible assets acquired is discussed in Note 4 below.

(c) Reflects the recognition of a $6,403,000 deferred tax asset based on the estimated U.S. blended federal and state statutory tax rate of 39% associated with the transaction costs as well as the elimination of the Acquired Business’ U.S. deferred tax assets of $24,917,000. Reflects the recognition of a $69,814,000 deferred tax liability based on the estimated blended foreign statutory rate of 26% associated with the net increase in foreign estimated amortizable identifiable intangible assets. The U.S. blended federal and state and blended foreign statutory tax rates do not reflect Tech Data’s expected effective tax rate, which will include other tax charges and benefits, and does not take into account any historical or possible future tax events that may impact the combined company.

(d) Reflects the recognition of assets related to favorable operating lease terms compared to market terms of $8,588,000 ($1,220,000 in Prepaid expenses and other assets and $7,368,000 in Other assets, net) and the elimination of the Acquired Business’ deferred rent liabilities of $19,351,000 ($3,543,000 in Accrued expenses and other liabilities and $15,808,000 in Other long term liabilities) as a purchase accounting adjustment.

(e) Reflects the elimination of $5,816,000 of accounts payable related to transaction costs.

(f) Reflects adjustments to current and long-term debt for borrowings under the Term Loan Credit Agreement.

(g) Reflects the recognition of the Share Consideration discussed above in Note 1.

(h) Reflects the recognition of $23,604,000 of transaction costs, net of a $6,403,000 tax benefit discussed in Note 2 (c) above.

(i) Reflects the elimination of the Acquired Business’ Net parent company investment and Accumulated other comprehensive loss.

(j) Reflects the reclassification of $86,256,000 of capitalized software from Property and equipment, net to Intangible assets, net in conformity with Tech Data’s presentation.

3. Notes to Unaudited Pro Forma Condensed Combined Statement of Income

(a) Represents adjustment to record amortization expense related to identifiable intangible assets calculated on a straight-line basis. The amortization of intangible assets is based on the periods over which the economic benefits of the intangible assets are expected to be realized. See Note 4 for further details on the amortization lives of the intangible assets expected to be recognized.

7

The adjustments to selling, general and administrative expenses are as follows:

(dollars in thousands)	Year Ended January 31, 2017
Amortization of purchased identifiable intangible assets	$	77,769
Reversal of the Acquired Business’ historical intangible asset amortization	(17,433		)
Total additional intangible assets amortization expense	$	60,336

(b) To record estimated incremental interest expense and amortization of debt financing fees associated with the Debt Financing, as described in Note 1, and to reverse transaction related bridge financing interest expense.

(dollars in thousands)	Year Ended January 31, 2017
Interest expense on debt financing	$	70,720
Amortization of debt financing fees	2,405
Reversal of transaction related bridge financing interest	(11,890		)
Total additional interest expense	$	61,235

(c) Represents adjustment to income tax expense as a result of the tax impact on the pro forma adjustments. Tech Data and the Acquired Business utilized their respective blended statutory tax rates to compute the income tax expense related to each entity's pro forma condensed combined statement of income adjustment as follows:

	Year Ended January 31, 2017
(dollars in thousands)	Tech Data			Acquired Business			Total
Pro forma adjustments	$	(110,038	)	$	17,433		$	(92,605	)
Statutory rate	40		%	38		%
Tax impact	$	(43,806	)	$	6,545		$	(37,261	)

The statutory tax rates do not reflect Tech Data’s expected effective tax rate, which will include other tax charges and benefits, and do not take into account any historical or possible future tax events that may impact the combined company.

(d) To reverse Tech Data’s one-time transaction costs incurred to date of $28,966,000.

(e) Represents the earnings per share, taking into consideration the pro forma weighted average shares outstanding calculated including the issuance of common stock issued in the Acquisition, as described in Note 1, assuming the shares were outstanding for the entire year ended January 31, 2017.

8

Pro Forma Basic Weighted Average Shares (in thousands)	Year Ended January 31, 2017
Historical weighted average shares outstanding	35,194
Issuance of shares to Avnet	2,785
Pro forma weighted average shares (basic)	37,979

Pro Forma Diluted Weighted Average Shares (in thousands)	Year Ended January 31, 2017
Historical weighted average shares outstanding	35,428
Issuance of shares to Avnet	2,785
Pro forma weighted average shares (diluted)	38,213

(f) Reflects the reclassification of $16,767,000 of foreign exchange losses from Other (income) expense, net to Cost of products sold in conformity with Tech Data’s presentation.

4. Intangible Assets

The significant intangible assets identified in the preliminary purchase price allocation discussed above include customer and vendor relationships, and trade names. The table below indicates the estimated fair value of each of the intangibles identified (in thousands) and the approximate useful lives of each:

Intangible Asset	Approximate Fair Value		Estimated Useful Life
Customer and vendor relationships	$	894,000	13 years
Trade names	45,000		5 years
Total	$	939,000

Fair value was estimated using the income approach. The income approach included the use of the multi-period excess earnings method for the acquired customer and vendor relationships and the relief-from-royalty method for the acquired portfolio of trade names. The significant assumptions used in estimating fair value include (i) the estimated life during which the asset will contribute to cash flows, based on inputs such as attrition rate of customers, remaining contractual terms, and expected use of the assets, (ii) the estimated profitability of the operations associated with each of the acquired assets, and (iii) the estimated discount rate that reflects the level of risk associated with receiving future cash flows.

9