10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2019

OR

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

For the transition period from             to             .

Commission File Number 0-14625  

TECH DATA CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

5350 Tech Data Drive Clearwater, Florida

(Address of principal executive offices)

No. 59-1578329

(I.R.S. Employer

Identification Number)

33760

(Zip Code)

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

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

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

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

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

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

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

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

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

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

Class	Outstanding at August 29, 2019
Common stock, par value $.0015 per share	35,601,760

1

TECH DATA CORPORATION AND SUBSIDIARIES

Form 10-Q for the Three and Six Months Ended July 31, 2019

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Consolidated Balance Sheet	3
	Consolidated Statement of Income	4
	Consolidated Statement of Comprehensive Income (Loss)	5
	Consolidated Statement of Shareholders' Equity	6
	Consolidated Statement of Cash Flows	7
	Notes to Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	46
ITEM 4.	Controls and Procedures	47
PART II.	OTHER INFORMATION	48
ITEM 1.	Legal Proceedings	48
ITEM 1A.	Risk Factors	48
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
ITEM 3.	Defaults Upon Senior Securities	49
ITEM 4.	Mine Safety Disclosures	49
ITEM 5.	Other Information	49
ITEM 6.	Exhibits	50
SIGNATURES		51

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except par value and share amounts)

	July 31, 2019			January 31, 2019
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	738,265		$	799,123
Accounts receivable, net	5,390,102			6,241,740
Inventories	3,115,899			3,297,385
Prepaid expenses and other assets	360,027			354,601
Total current assets	9,604,293			10,692,849
Property and equipment, net	273,128			274,917
Goodwill	880,657			892,990
Intangible assets, net	899,076			950,858
Other assets, net	397,901			174,938
Total assets	$	12,055,055		$	12,986,552
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,459,858		$	7,496,466
Accrued expenses and other liabilities	987,418			1,000,126
Revolving credit loans and current maturities of long-term debt, net	128,453			110,368
Total current liabilities	7,575,729			8,606,960
Long-term debt, less current maturities	1,297,212			1,300,554
Other long-term liabilities	292,492			142,315
Total liabilities	9,165,433			10,049,829
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at July 31, 2019 and January 31, 2019	89			89
Additional paid-in capital	843,159			844,206
Treasury stock, at cost (23,288,420 and 22,305,464 shares at July 31, 2019 and January 31, 2019)	(1,146,289		)	(1,037,872		)
Retained earnings	3,221,164			3,086,514
Accumulated other comprehensive (loss) income	(28,501		)	43,786
Total shareholders' equity	2,889,622			2,936,723
Total liabilities and shareholders' equity	$	12,055,055		$	12,986,552

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

3

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three months ended July 31,					Six months ended July 31,
	2019		2018			2019			2018
Net sales	$	9,092,244	$	8,886,101		$	17,498,668		$	17,434,420
Cost of products sold	8,530,594		8,359,071			16,427,639			16,384,273
Gross profit	561,650		527,030			1,071,029			1,050,147
Operating expenses:
Selling, general and administrative expenses	431,694		415,319			837,510			837,680
Acquisition, integration and restructuring expenses	5,209		13,297			11,430			46,522
Legal settlements and other, net	—		(5,234		)	(282		)	(8,199		)
Gain on disposal of subsidiary	—		(6,717		)	—			(6,717		)
	436,903		416,665			848,658			869,286
Operating income	124,747		110,365			222,371			180,861
Interest expense	20,986		28,053			47,243			53,975
Other expense, net	2,896		901			2,203			2,818
Income before income taxes	100,865		81,411			172,925			124,068
Provision for income taxes	21,615		5,545			38,275			14,503
Net income	$	79,250	$	75,866		$	134,650		$	109,565
Earnings per share:
Basic	$	2.17	$	1.97		$	3.67		$	2.86
Diluted	$	2.16	$	1.97		$	3.64		$	2.84
Weighted average common shares outstanding:
Basic	36,476		38,428			36,739			38,356
Diluted	36,661		38,566			36,964			38,565

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

4

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three months ended July 31,						Six months ended July 31,
	2019			2018			2019			2018
Net income	$	79,250		$	75,866		$	134,650		$	109,565
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of tax	(31,822		)	(102,055		)	(72,345		)	(190,307		)
Unrealized gain on cash flow hedges, net of tax	269			—			58			—
Other comprehensive loss	(31,553		)	(102,055		)	(72,287		)	(190,307		)
Total comprehensive income (loss)	$	47,697		$	(26,189	)	$	62,363		$	(80,742	)

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

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TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

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

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

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

6

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Six months ended July 31,
	2019			2018
Cash flows from operating activities:
Cash received from customers	$	23,717,345		$	22,873,693
Cash paid to vendors and employees	(23,530,536		)	(22,793,148		)
Interest paid, net	(46,204		)	(48,829		)
Income taxes paid	(37,767		)	(37,179		)
Net cash provided by (used in) operating activities	102,838			(5,463		)
Cash flows from investing activities:
Proceeds from sale of business, net of cash divested	—			8,985
Acquisition of businesses, net of cash acquired	—			(2,818		)
Expenditures for property and equipment	(18,806		)	(14,131		)
Software and software development costs	(14,704		)	(8,592		)
Other	117			1,096
Net cash used in investing activities	(33,393		)	(15,460		)
Cash flows from financing activities:
Principal payments on long-term debt	(7,368		)	(105,845		)
Cash paid for debt issuance costs	(3,909		)	—
Net borrowings (repayments) on revolving credit loans	19,786			(8,700		)
Payments for employee tax withholdings on equity awards	(9,134		)	(6,702		)
Proceeds from the reissuance of treasury stock	1,002			920
Repurchases of common stock	(117,692		)	—
Net cash used in financing activities	(117,315		)	(120,327		)
Effect of exchange rate changes on cash and cash equivalents	(12,988		)	(21,519		)
Net decrease in cash and cash equivalents	(60,858		)	(162,769		)
Cash and cash equivalents at beginning of year	799,123			955,628
Cash and cash equivalents at end of period	$	738,265		$	792,859
Reconciliation of net income to net cash provided by (used in) operating activities:
Net income	$	134,650		$	109,565
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on disposal of subsidiary	—			(6,717		)
Depreciation and amortization	74,759			80,399
Provision for losses on accounts receivable	14,432			6,270
Stock-based compensation expense	16,360			15,555
Accretion of debt discount and debt issuance costs	1,700			1,805
Deferred income taxes	(1,879		)	(11,396		)
Changes in operating assets and liabilities, net of acquisitions and disposition:
Accounts receivable	737,724			602,579
Inventories	139,997			(166,800		)
Prepaid expenses and other assets	(10,535		)	(40,180		)
Accounts payable	(923,917		)	(486,900		)
Accrued expenses and other liabilities	(80,453		)	(109,643		)
Total adjustments	(31,812		)	(115,028		)
Net cash provided by (used in) operating activities	$	102,838		$	(5,463	)

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

7

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

Principles of Consolidation

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

Basis of Presentation

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

Seasonality

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

Revenue Recognition

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

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

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

8

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

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

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

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Apple, Inc.	14%	14%	13%	14%
Cisco Systems, Inc.	12%	11%	11%	11%
HP Inc.	11%	12%	11%	12%

Legal settlements and other, net

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

Accounts Receivable Purchase Agreements

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At July 31, 2019 and January 31, 2019, the Company had a total of $938 million and $1.1 billion, respectively, of outstanding accounts receivable sold to and held by financial institutions under these agreements. During the three months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $4.0 million and $3.7 million, respectively, and during the six months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $7.7 million and $6.3 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

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

9

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

Recently Issued Accounting Standards

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

Reclassifications

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

10

NOTE 2 — EARNINGS PER SHARE ("EPS")

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	79,250	$	75,866	$	134,650	$	109,565
Weighted average common shares - basic	36,476		38,428		36,739		38,356
Effect of dilutive securities:
Equity based awards	185		138		225		209
Weighted average common shares - diluted	36,661		38,566		36,964		38,565
Earnings per share:
Basic	$	2.17	$	1.97	$	3.67	$	2.86
Diluted	$	2.16	$	1.97	$	3.64	$	2.84

For the three months ended July 31, 2019 and 2018, there were 692 and 46,727 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the six months ended July 31, 2019 and 2018, there were 692 and 46,212 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

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

Acquisition of TS

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

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

	Three months ended July 31,			Six months ended July 31,
	2018			2018
(in thousands)
Restructuring costs	$	3,777		$	14,649
IT related costs	1,156			8,486
Professional services	839			4,406
Transaction related costs	315			1,193
Other (income) costs	(5,525		)	(555		)
Total	$	562		$	28,179

During the three months ended July 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $0.1 million in the Americas and $3.7 million in Europe. During the six months ended July 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $3.5 million in the Americas and $11.1 million in Europe.

Global Business Optimization Program

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

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

	Three months ended July 31,				Six months ended July 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	3,187	$	5,605	$	7,334	$	8,874	$	33,761
Professional services and other costs	2,022		7,130		4,096		9,469		20,210
Total	$	5,209	$	12,735	$	11,430	$	18,343	$	53,971

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,341	$	6,485	$	4,252	$	7,336
Europe	3,229		6,125		6,253		10,882
Asia-Pacific	639		125		925		125
Total	$	5,209	$	12,735	$	11,430	$	18,343

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

	Six months ended July 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	7,334			4,096			11,430
Cash payments	(10,297		)	(3,825		)	(14,122		)
Foreign currency translation	(220		)	(15		)	(235		)
Balance at July 31, 2019	$	11,615		$	887		$	12,502

NOTE 4 — GAIN ON DISPOSAL OF SUBSIDIARY

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

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NOTE 5 — DEBT

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

As of:	July 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Less—unamortized debt discount and debt issuance costs	(6,410		)	(7,166		)
Senior Notes, net	993,590			992,834
Term Loans, interest rate of 6.00% and 3.99% at July 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 8.08% and 8.05% at July 31, 2019 and January 31, 2019, respectively	123,759			102,271
Other long-term debt	8,316			15,817
	1,425,665			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(128,453		)	(110,368		)
Total long-term debt	$	1,297,212		$	1,300,554

Senior Notes

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

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

Other Credit Facilities

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

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

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

14

transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.6 billion and $1.7 billion at July 31, 2019 and January 31, 2019, respectively. As collections reduce accounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. Interest is to be paid on advances under the Receivables Securitization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at July 31, 2019 and January 31, 2019.

In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $433.2 million at July 31, 2019 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $123.8 million outstanding on these facilities at July 31, 2019, at a weighted average interest rate of 8.08%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At July 31, 2019, the Company had also issued standby letters of credit of $23.7 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

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

15

NOTE 6 — INCOME TAXES

The Company's effective tax rate was 21.4% and 6.8% for the three months ended July 31, 2019 and 2018, respectively, and 22.1% and 11.7% for the six months ended July 31, 2019 and 2018, respectively. On an absolute dollar basis, the provision for income taxes increased to $21.6 million for the second quarter of fiscal 2020 compared to $5.5 million for the second quarter of fiscal 2019 and increased to $38.3 million for the first semester of fiscal 2020 compared to $14.5 million for the first semester of fiscal 2019.

The increase in both the effective tax rate and the provision for income taxes for the three and six months ended July 31, 2019, as compared to the prior year is primarily due to a $12.8 million income tax benefit that was recognized during the three and six months ended July 31, 2018. The income tax benefit was due to the Company's finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for both the three and six months ended July 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

NOTE 7 — STOCK-BASED COMPENSATION

For the six months ended July 31, 2019 and 2018, the Company recorded $16.4 million and $15.6 million, respectively, of stock-based compensation expense.

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

Restricted stock units

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

	Shares
Nonvested at January 31, 2019	649,122
Granted	227,543
Vested	(257,325	)
Canceled	(23,628	)
Nonvested at July 31, 2019	595,712

Performance based restricted stock units

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

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(15,606	)
Nonvested at July 31, 2019	369,385

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NOTE 8 — FAIR VALUE MEASUREMENTS

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

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

		July 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	254			$	—
Foreign currency forward contracts	Other assets, net		5,628				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		137				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		5,214				3,830
LIABILITIES
Net investment hedges:
Foreign currency forward contracts	Other long-term liabilities		$	5,919			$	—
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		143				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		3,237				6,641

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

The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by the Company is the amount that would be realized upon the assumed surrender of the policy. This amount is based on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’s Consolidated Statement of Income within "other expense, net." The related deferred compensation liability is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general and administrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $42.7 million and $42.6 million, respectively, at July 31, 2019 and $39.2 million and $39.1 million, respectively, at January 31, 2019.

The carrying value of the 2017 Senior Notes discussed in Note 5 – Debt represents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the 2017 Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the 2017 Senior Notes was $1.03 billion and $988 million, respectively, at July 31, 2019 and January 31, 2019 and the carrying value was $993.6 million and $992.8 million, respectively, at July 31, 2019 and January 31, 2019. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and under the 2016 Term Loan Credit Agreement approximate fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).

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NOTE 9 — DERIVATIVE INSTRUMENTS

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

Net Investment Hedges

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

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

Fiscal Year:	Notional Value
(in millions)
2020	$	10.8
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	626.8

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

	Three months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(5,938	)	$	—	$	3,089	Interest expense

	Six months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(3,442	)	$	—	$	3,405	Interest expense

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

Cash Flow Hedges

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

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

	Three months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	720	$	168	Interest expense
			283		Other expense, net
Total	$	720	$	451

	Six months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	145	$	288		Interest expense
			(201		)	Other expense, net
Total	$	145	$	87

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

Derivatives Not Designated as Hedges

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

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

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

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

		Gains (losses) recognized in earnings
		Three months ended July 31,						Six months ended July 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	2.1		$	5.4		$	3.0		$	12.0
Foreign currency forward contracts	Other expense, net	(3.1		)	(4.1		)	(3.3		)	(11.4		)
Total		$	(1.0	)	$	1.3		$	(0.3	)	$	0.6

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The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended July 31, 2019 and 2018 were approximately $1.2 billion and $1.3 billion, respectively, with average maturities of 26 days and 28 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the six months ended July 31, 2019 and 2018 were approximately $1.2 billion and $1.4 billion, respectively, with average maturities of 25 days and 29 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.

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

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NOTE 10 — SHAREHOLDERS' EQUITY

Share Repurchase Program

In October 2018, the Company's Board of Directors authorized a share repurchase program for up to $200.0 million of the Company's common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program resulting in a total share repurchase authorization of $300.0 million. In conjunction with the Company’s share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of the Company’s common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.

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

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,179,176		99.81
Shares of treasury stock reissued for equity incentive plans	(196,220	)
Treasury stock balance at July 31, 2019	23,288,420		$	49.22

As of July 31, 2019, the Company had $75.3 million available for future repurchases of its common stock under the authorized share repurchase program. In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock.

Accumulated Other Comprehensive Income

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

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052
Other comprehensive income (loss) before reclassification	(31,822		)	720			(31,102		)
Reclassification of (gain) loss from AOCI into income	—			(451		)	(451		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at April 30, 2018	$	200,040		$	—	$	200,040
Other comprehensive income (loss) before reclassification	(96,982		)	—		(96,982		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

21

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(72,345		)	145			(72,200		)
Reclassification of (gain) loss from AOCI into income	—			(87		)	(87		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(185,234		)	—		(185,234		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

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NOTE 11 — LEASES

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

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

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

Fiscal year:
(in thousands)
2020 (remaining 6 months)	$	33,408
2021	63,070
2022	41,811
2023	30,247
2024	22,390
Thereafter	35,788
Total payments	$	226,714
Less amount of lease payments representing interest	(25,834		)
Total present value of lease payments	$	200,880

Rental expense for all operating leases totaled $21.8 million and $43.4 million during the three and six months ended July 31, 2019. These costs primarily relate to fixed costs for long-term operating leases, but also include immaterial amounts for variable lease costs and short-term operating leases.

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

Operating leases	Balance sheet location	July 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	201,782
Current operating lease liabilities	Accrued expenses and other liabilities	64,361
Non-current operating lease liabilities	Other long-term liabilities	136,519

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

Cash flow information	Six months ended July 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	35,067
Non-cash right-of-use assets obtained in exchange for lease liabilities:	18,036

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

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	4.7 years
Weighted-average discount rate	4.8	%

23

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Guarantees

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

Contingencies

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $20.2 million at July 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

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

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

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NOTE 13 — SEGMENT INFORMATION

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

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

	Three months ended July 31,						Six months ended July 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,316,731		$	4,043,331		$	8,105,929		$	7,661,537
Europe	4,439,627			4,549,127			8,749,127			9,210,829
Asia-Pacific	335,886			293,643			643,612			562,054
Total	$	9,092,244		$	8,886,101		$	17,498,668		$	17,434,420
Operating income:
Americas (2), (3)	$	93,085		$	87,930		$	161,718		$	149,272
Europe (4), (5)	37,649			29,085			74,069			46,403
Asia-Pacific	2,068			1,318			2,944			741
Stock-based compensation expense	(8,055		)	(7,968		)	(16,360		)	(15,555		)
Total	$	124,747		$	110,365		$	222,371		$	180,861
Depreciation and amortization:
Americas	$	23,790		$	23,591		$	47,439		$	46,850
Europe	12,021			14,016			23,531			29,007
Asia-Pacific	1,691			2,311			3,789			4,542
Total	$	37,502		$	39,918		$	74,759		$	80,399
Capital expenditures:
Americas	$	10,526		$	8,233		$	18,798		$	12,612
Europe	6,658			5,362			12,785			9,079
Asia-Pacific	1,047			673			1,927			1,032
Total	$	18,231		$	14,268		$	33,510		$	22,723

25

As of:	July 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,569,530	$	5,402,316
Europe	5,870,713		6,970,822
Asia-Pacific	614,812		613,414
Total	$	12,055,055	$	12,986,552
Long-lived assets:
Americas (1)	$	216,638	$	217,863
Europe	51,310		52,162
Asia-Pacific	5,180		4,892
Total	$	273,128	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,057,818	$	1,083,699
Europe	542,938		575,776
Asia-Pacific	57,014		60,154
Total	$	1,657,770	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended July 31, 2019 and 2018, and 90% and 89%, respectively, of the total Americas' net sales for the six months ended July 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both July 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.3 million and $(0.9) million, respectively. Operating income in the Americas for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $4.3 million and $13.1 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $5.2 million for the three months ended July 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $8.2 million for the six months ended July 31, 2019 and 2018, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).

(4) Operating income in Europe for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.2 million and $13.3 million, respectively. Operating income in Europe for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $6.3 million and $31.3 million, respectively.

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

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

Some of our key financial objectives are the following:

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

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

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

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

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

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

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

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

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NON-GAAP FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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RESULTS OF OPERATIONS

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

	Three months ended July 31,					Six months ended July 31,
	2019		2018			2019		2018
Net sales	100.00	%	100.00		%	100.00	%	100.00		%
Cost of products sold	93.82		94.07			93.88		93.98
Gross profit	6.18		5.93			6.12		6.02
Operating expenses:
Selling, general and administrative expenses	4.75		4.67			4.79		4.80
Acquisition, integration and restructuring expenses	0.06		0.15			0.06		0.27
Legal settlements and other, net	—		(0.06	)		—		(0.05	)
Gain on disposal of subsidiary	—		(0.07	)		—		(0.04	)
	4.81		4.69			4.85		4.98
Operating income	1.37		1.24			1.27		1.04
Interest expense	0.23		0.31			0.27		0.31
Other expense, net	0.03		0.01			0.01		0.02
Income before income taxes	1.11		0.92			0.99		0.71
Provision for income taxes	0.24		0.07			0.22		0.08
Net income	0.87	%	0.85		%	0.77	%	0.63		%

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NET SALES

QUARTERLY RESULTS

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

	Three months ended July 31,				Change
	2019		2018		$			%
(in millions)
Consolidated net sales, as reported	$	9,092	$	8,886	$	206		2.3	%
Impact of changes in foreign currencies	220		—		220
Consolidated net sales, as adjusted	$	9,312	$	8,886	$	426		4.8	%
Americas net sales, as reported	$	4,317	$	4,043	$	274		6.8	%
Impact of changes in foreign currencies	13		—		13
Americas net sales, as adjusted	$	4,330	$	4,043	$	287		7.1	%
Europe net sales, as reported	$	4,439	$	4,549	$	(110	)	(2.4	)%
Impact of changes in foreign currencies	200		—		200
Europe net sales, as adjusted	$	4,639	$	4,549	$	90		2.0	%
Asia-Pacific net sales, as reported	$	336	$	294	$	42		14.3	%
Impact of changes in foreign currencies	7		—		7
Asia-Pacific net sales, as adjusted	$	343	$	294	$	49		16.7	%

QUARTERLY COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $287 million is primarily due to growth in software, data center products and personal computer systems.

EUROPE

• The increase in Europe net sales, as adjusted, of $90 million is primarily due to growth in software, data center products and personal computer systems. The impact of changes in foreign currencies is primarily due to the weakening of the euro against the U.S. dollar.

ASIA-PACIFIC

• The increase in Asia-Pacific net sales, as adjusted, of $49 million is primarily due to growth in data center products and software.

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YEAR TO DATE RESULTS

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

	Six months ended July 31,				Change
	2019		2018		$			%
(in millions)
Consolidated net sales, as reported	$	17,499	$	17,434	$	65		0.4	%
Impact of changes in foreign currencies	636		—		636
Consolidated net sales, as adjusted	$	18,135	$	17,434	$	701		4.0	%
Americas net sales, as reported	$	8,106	$	7,661	$	445		5.8	%
Impact of changes in foreign currencies	41		—		41
Americas net sales, as adjusted	$	8,147	$	7,661	$	486		6.3	%
Europe net sales, as reported	$	8,749	$	9,211	$	(462	)	(5.0	)%
Impact of changes in foreign currencies	576		—		576
Europe net sales, as adjusted	$	9,325	$	9,211	$	114		1.2	%
Asia-Pacific net sales, as reported	$	644	$	562	$	82		14.6	%
Impact of changes in foreign currencies	19		—		19
Asia-Pacific net sales, as adjusted	$	663	$	562	$	101		18.0	%

YEAR TO DATE COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $486 million is primarily due to growth in software, data center products and personal computer systems.

EUROPE

• The increase in Europe net sales, as adjusted, of $114 million is primarily due to growth in software, data center and mobility products. The impact of changes in foreign currencies is primarily due to the weakening of the euro against the U.S. dollar.

ASIA-PACIFIC

• The increase in Asia-Pacific net sales, as adjusted, of $101 million is primarily due to growth in data center products and software.

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MAJOR VENDORS

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

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Apple, Inc.	14%	14%	13%	14%
Cisco Systems, Inc.	12%	11%	11%	11%
HP Inc.	11%	12%	11%	12%

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

GROSS PROFIT

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

QUARTERLY RESULTS

	Three months ended July 31,				Change
	2019		2018		$		%
(in millions)
Gross profit, as reported	$	561.7	$	527.0	$	34.7	6.6	%
Impact of changes in foreign currencies	13.0		—		13.0
Gross profit, as adjusted	$	574.7	$	527.0	$	47.7	9.1	%

YEAR TO DATE RESULTS

	Six months ended July 31,				Change
	2019		2018		$		%
(in millions)
Gross profit, as reported	$	1,071.0	$	1,050.1	$	20.9	2.0	%
Impact of changes in foreign currencies	37.3		—		37.3
Gross profit, as adjusted	$	1,108.3	$	1,050.1	$	58.2	5.5	%

The quarter and year to date increase in gross profit, as adjusted, of $47.7 million and $58.2 million, respectively, is primarily due to an increase in net sales volume. The quarter and year to date increase in gross profit as a percentage of net sales, as reported, of 25 basis points and 10 basis points, respectively, is primarily due to the mix of products sold.

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OPERATING EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

	Three months ended July 31,						Change
	2019			2018			$		%
(in millions)
SG&A, as reported	$	431.7		$	415.3		$	16.4	3.9	%
Impact of changes in foreign currencies	11.2			—			11.2
SG&A, as adjusted	$	442.9		$	415.3		$	27.6	6.6	%
SG&A as a percentage of net sales, as reported	4.75		%	4.67		%			8 bps

	Six months ended July 31,						Change
	2019			2018			$			%
(in millions)
SG&A, as reported	$	837.5		$	837.7		$	(0.2	)	—	%
Impact of changes in foreign currencies	31.7			—			31.7
SG&A, as adjusted	$	869.2		$	837.7		$	31.5		3.8	%
SG&A as a percentage of net sales, as reported	4.79		%	4.80		%				(1) bps

The quarter and year to date increase in SG&A, as adjusted of $27.6 million and $31.5 million, respectively, is primarily due to increased investments in our strategic priorities and increased credit costs, partially offset by savings from our Global Business Optimization Program. The quarter to date increase in SG&A as a percentage of net sales of 8 basis points is primarily due to increased investments in our strategic priorities and increased credit costs, partially offset by greater operating leverage from our increased sales and savings from our Global Business Optimization Program.

ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

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

Acquisition of TS

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

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

	Three months ended July 31,			Six months ended July 31,
	2018			2018
(in millions)
Restructuring costs	$	3.8		$	14.6
IT related costs	1.2			8.5
Professional services	0.8			4.4
Transaction related costs	0.3			1.2
Other (income) costs	(5.5		)	(0.5		)
Total	$	0.6		$	28.2

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Global Business Optimization Program

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

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

	Three months ended July 31,				Six months ended July 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	3.2	$	5.6	$	7.3	$	8.9	$	33.8
Professional services and other costs	2.0		7.1		4.1		9.4		20.2
Total	$	5.2	$	12.7	$	11.4	$	18.3	$	54.0

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1.3	$	6.5	$	4.2	$	7.3
Europe	3.3		6.1		6.3		10.9
Asia-Pacific	0.6		0.1		0.9		0.1
Total	$	5.2	$	12.7	$	11.4	$	18.3

LEGAL SETTLEMENTS AND OTHER, NET

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

GAIN ON DISPOSAL OF SUBSIDIARY

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

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OPERATING INCOME

CONSOLIDATED RESULTS

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

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended July 31,					Six months ended July 31,
	2019		2018			2019			2018
(in millions)
Operating income	$	124.7	$	110.4		$	222.4		$	180.9
Acquisition, integration and restructuring expenses	5.2		13.3			11.4			46.5
Legal settlements and other, net	—		(5.2		)	(0.3		)	(8.2		)
Acquisition-related intangible assets amortization expense	21.2		22.7			42.1			46.0
Gain on disposal of subsidiary	—		(6.7		)	—			(6.7		)
Tax indemnifications	0.3		0.5			0.6			0.5
Non-GAAP operating income	$	151.4	$	135.0		$	276.2		$	259.0

CONSOLIDATED COMMENTARY

• The quarter to date increases in GAAP operating income of $14.3 million and non-GAAP operating income of $16.4 million are primarily due to an increase in net sales volume coupled with an improvement in gross margin, partially offset by increased investments in our strategic priorities and increased credit costs.

• The year to date increase in GAAP operating income of $41.5 million is primarily due to a reduction in acquisition, integration and restructuring expenses and an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by increased investments in our strategic priorities, increased credit costs and the net unfavorable impact of changes in foreign currencies.

• The year to date increase in non-GAAP operating income of $17.2 million is primarily due to an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by increased investments in our strategic priorities, increased credit costs and the net unfavorable impact of changes in foreign currencies.

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AMERICAS

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended July 31,					Six months ended July 31,
	2019		2018			2019			2018
(in millions)
Operating income - Americas	$	93.1	$	87.9		$	161.7		$	149.3
Acquisition, integration and restructuring expenses	1.3		(0.9		)	4.2			13.1
Legal settlements and other, net	—		(5.2		)	(0.3		)	(8.2		)
Acquisition-related intangible assets amortization expense	13.5		13.6			27.0			27.2
Non-GAAP operating income - Americas	$	107.9	$	95.4		$	192.6		$	181.4

AMERICAS COMMENTARY

• The quarter to date increase in GAAP operating income of $5.2 million is primarily due to an increase in net sales volume, partially offset by lower gains from legal settlements and increased investments in our strategic priorities.

• The year to date increase in GAAP operating income of $12.4 million is primarily due to an increase in net sales volume and a reduction in acquisition, integration and restructuring expenses, partially offset by lower gains from legal settlements and increased investments in our strategic priorities.

• The quarter and year to date increase in non-GAAP operating income of $12.5 million and $11.2 million, respectively, is primarily due to an increase in net sales volume, partially offset by increased investments in our strategic priorities.

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EUROPE

QUARTERLY RESULTS

($ in millions)

YEAR TO DATE RESULTS

($ in millions)

	Three months ended July 31,					Six months ended July 31,
	2019		2018			2019		2018
(in millions)
Operating income - Europe	$	37.6	$	29.1		$	74.1	$	46.4
Acquisition, integration and restructuring expenses	3.3		13.3			6.3		31.3
Acquisition-related intangible assets amortization expense	6.4		7.7			12.5		16.1
Gain on disposal of subsidiary	—		(6.7		)	—		(6.7		)
Tax indemnifications	—		0.9			—		0.9
Non-GAAP operating income - Europe	$	47.3	$	44.3		$	92.9	$	88.0

EUROPE COMMENTARY

• The quarter to date increase in GAAP operating income of $8.5 million is primarily due to a reduction in acquisition, integration and restructuring expenses and an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by a prior year gain on disposal of a subsidiary and increased credit costs.

• The year to date increase in GAAP operating income of $27.7 million is primarily due to a reduction in acquisition, integration and restructuring expenses and an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by a prior year gain on disposal of a subsidiary and the net unfavorable impact of changes in foreign currencies.

• The quarter to date increase in non-GAAP operating income of $3.0 million is primarily due to an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by increased credit costs. The year to date increase in non-GAAP operating income of $4.9 million is primarily due to an increase in net sales volume, excluding the impact of changes in foreign currencies, partially offset by the net unfavorable impact of changes in foreign currencies.

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ASIA-PACIFIC

QUARTERLY RESULTS

	Three months ended July 31,
	2019				2018
	$ in millions		as a % of net sales		$ in millions			as a % of net sales
Operating income - Asia-Pacific	$	2.1	0.62	%	$	1.4		0.45	%
Acquisition, integration and restructuring expenses	0.6				0.1
Acquisition-related intangible assets amortization expense	1.3				1.4
Tax indemnifications	0.3				(0.4		)
Non-GAAP operating income - Asia-Pacific	$	4.3	1.28	%	$	2.5		0.86	%

YEAR TO DATE RESULTS

	Six months ended July 31,
	2019				2018
	$ in millions		as a % of net sales		$ in millions			as a % of net sales
Operating income - Asia-Pacific	$	2.9	0.46	%	$	0.8		0.13	%
Acquisition, integration and restructuring expenses	0.9				0.5
Acquisition-related intangible assets amortization expense	2.7				2.7
Tax indemnifications	0.6				(0.4		)
Non-GAAP operating income - Asia-Pacific	$	7.1	1.10	%	$	3.6		0.64	%

ASIA-PACIFIC COMMENTARY

• The quarter and year to date increases in both GAAP operating income and non-GAAP operating income are primarily due to an increase in net sales volume.

OPERATING INCOME BY REGION

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

	Three months ended July 31,						Six months ended July 31,
	2019			2018			2019			2018
(in millions)
Americas	$	93.1		$	87.9		$	161.7		$	149.3
Europe	37.6			29.1			74.1			46.4
Asia-Pacific	2.1			1.4			2.9			0.8
Stock-based compensation expense	(8.1		)	(8.0		)	(16.3		)	(15.6		)
Operating income	$	124.7		$	110.4		$	222.4		$	180.9

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INTEREST EXPENSE

Interest expense decreased by $7.1 million to $21.0 million in the second quarter of fiscal 2020 compared to $28.1 million in the second quarter of fiscal 2019. On a year to date basis, interest expense decreased by $6.8 million to $47.2 million in the first semester of fiscal 2020 compared to $54.0 million in the first semester of fiscal 2019. The decrease on both a quarter and year to date basis is primarily due to a benefit in interest expense of approximately $3 million related to our net investment hedges (see further discussion in Note 9 of Notes to Consolidated Financial Statements), a benefit of approximately $2 million for the recovery of letter of credit fees and lower amounts outstanding on the 2016 Term Loan Credit Agreement.

OTHER EXPENSE, NET

Other expense, net, consists primarily of gains and losses on the investments contained within life insurance policies used to fund our nonqualified deferred compensation plan, interest income, discounts on the sale of accounts receivable and net foreign currency exchange gains and losses on certain financing transactions and the related derivative instruments used to hedge such financing transactions. Other expense, net, increased to $2.9 million in the second quarter of fiscal 2020 compared to $0.9 million in the second quarter of the prior year, primarily due to lower gains on the investments contained within life insurance policies of $1.2 million. On a year to date basis, other expense, net decreased to $2.2 million in the first six months of fiscal 2020 compared to $2.8 million in the same period of the prior fiscal year. The year to date decrease in other expense, net, is primarily due to higher gains on the investments contained within life insurance policies of $3.3 million, partially offset by higher discounts on the sale of accounts receivables of $1.4 million. The gains on investments are substantially offset in our payroll costs, which are reflected in SG&A as part of operating income.

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PROVISION FOR INCOME TAXES

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

QUARTERLY RESULTS

YEAR TO DATE RESULTS

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Effective tax rate	21.4%	6.8%	22.1%	11.7%

The increase in both the effective tax rate and the provision for income taxes for the three and six months ended July 31, 2019, as compared to the prior year, is primarily due to a $12.8 million income tax benefit that was recognized during the three and six months ended July 31, 2018. The income tax benefit was due to our finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for both the three and six months ended July 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

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NET INCOME AND EARNINGS PER SHARE-DILUTED

QUARTERLY RESULTS

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

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
	Net Income						Earnings per Share-Diluted
Three months ended July 31:	2019			2018			2019			2018
(in millions, except per share data)
GAAP results	$	79.3		$	75.9		$	2.16		$	1.97
Acquisition, integration and restructuring expenses	5.2			13.3			0.14			0.34
Legal settlements and other, net	—			(5.2		)	—			(0.13		)
Acquisition-related intangible assets amortization expense	21.2			22.7			0.58			0.59
Gain on disposal of subsidiary	—			(6.7		)	—			(0.17		)
Tax indemnifications	0.3			0.5			0.01			0.01
Income tax effect of tax indemnifications	(0.3		)	(0.5		)	(0.01		)	(0.01		)
Income tax effect of other adjustments above	(7.1		)	(9.5		)	(0.19		)	(0.25		)
Income tax benefit from acquisition settlement	—			(12.8		)	—			(0.34		)
Non-GAAP results	$	98.6		$	77.7		$	2.69		$	2.01

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YEAR TO DATE RESULTS

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

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
	Net Income						Earnings per Share-Diluted
Six months ended July 31:	2019			2018			2019			2018
(in millions, except per share data)
GAAP results	$	134.7		$	109.6		$	3.64		$	2.84
Acquisition, integration and restructuring expenses	11.4			46.5			0.31			1.21
Legal settlements and other, net	(0.3		)	(8.2		)	(0.01		)	(0.21		)
Acquisition-related intangible assets amortization expense	42.1			46.0			1.14			1.19
Gain on disposal of subsidiary	—			(6.7		)	—			(0.17		)
Tax indemnifications	0.6			0.5			0.02			0.01
Value added tax assessment and related interest expense	—			(0.9		)	—			(0.02		)
Income tax effect of tax indemnifications	(0.6		)	(0.5		)	(0.02		)	(0.01		)
Income tax effect of other adjustments above	(13.4		)	(22.4		)	(0.36		)	(0.58		)
Income tax benefit from acquisition settlement	—			(12.8		)	—			(0.34		)
Reversal of deferred tax valuation allowances	—			(2.6		)	—			(0.07		)
Non-GAAP results	$	174.5		$	148.5		$	4.72		$	3.85

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LIQUIDITY AND CAPITAL RESOURCES

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

CASH FLOWS

The following table summarizes our Consolidated Statement of Cash Flows:

Six months ended July 31:	2019			2018
(in millions)
Net cash provided by (used in):
Operating activities	$	102.8		$	(5.5	)
Investing activities	(33.4		)	(15.5		)
Financing activities	(117.3		)	(120.3		)
Effect of exchange rate changes on cash and cash equivalents	(13.0		)	(21.5		)
Net decrease in cash and cash equivalents	$	(60.9	)	$	(162.8	)

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

As of:	July 31, 2019		January 31, 2019		As of:	July 31, 2018		January 31, 2018
DSO	54		54		DSO	53		55
DOS	33		31		DOS	33		29
DPO	(69	)	(70	)	DPO	(68	)	(68	)
Net cash days	18		15		Net cash days	18		16

The net increase in cash provided by operating activities of $108.3 million is primarily due to the impact of changes in working capital and higher earnings.

The increase in cash used in investing activities of $17.9 million is primarily due to increased capital expenditures of $10.8 million and$9.0 million of net proceeds received in the prior year from the sale of certain operations in Ireland. The decrease in cash used in financing activities of $3.0 million is primarily due to the prior year repayment of $100 million of borrowings under the 2016 Term Loan Credit Agreement and an increase in borrowings on revolving credit loans of $28.5 million, partially offset by $117.7 million paid to repurchase common stock under our share repurchase program.

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CAPITAL RESOURCES AND DEBT COMPLIANCE

Our debt to total capital ratio was 33% at July 31, 2019. As part of our capital structure and to provide us with significant liquidity, we have a diverse range of financing facilities across our geographic regions with various financial institutions. Also providing us liquidity are our cash and cash equivalents balances across our regions which are deposited and/or invested with various financial institutions. We are exposed to risk of loss on funds deposited with these financial institutions; however, we monitor our financing and depository financial institution partners regularly for credit quality. We believe that our existing sources of liquidity, including our financing facilities and cash resources, as well as cash expected to be provided by operating activities and our ability to issue debt or equity, if necessary, will be sufficient to meet our working capital needs and cash requirements for at least the next 12 months.

At July 31, 2019, we had approximately $738.3 million in cash and cash equivalents, of which approximately $530.2 million was held in our foreign subsidiaries. As discussed above, the Company currently has sufficient resources, cash flows and liquidity within the U.S. to fund current and expected future working capital requirements. We plan to continue reinvesting future foreign earnings indefinitely outside the U.S. Any future remittances of foreign cash could be subject to additional foreign withholding tax, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects.

The following is a discussion of our various financing facilities:

Senior notes

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

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

Other credit facilities

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

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

We also have an agreement with a syndicate of banks (the "Receivables Securitization Program") that allows us to transfer an undivided interest in a designated pool of U.S. accounts receivable, on an ongoing basis, to provide collateral for borrowings up to a maximum of $1.0 billion. The scheduled termination date of the agreement is April 16, 2021. Under this program, we transfer certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.6 billion and $1.7 billion at July 31, 2019 and January 31, 2019, respectively. As collections reduce accounts receivable balances included in the collateral pool, we may transfer interests in new receivables to bring

44

the amount available to be borrowed up to the maximum. We pay interest on advances under the Receivables Securitization Program at designated commercial paper or LIBOR-based rates plus an agreed-upon margin. Our borrowings under the Receivables Securitization Agreement vary within the period primarily based on changes in our working capital. There were no amounts outstanding under the Receivables Securitization Program at July 31, 2019 and January 31, 2019.

In addition to the facilities described above, we have various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $433.2 million at July 31, 2019 to support our operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. Our borrowings under these facilities vary within the period primarily based on changes in our working capital. There was $123.8 million outstanding on these facilities at July 31, 2019, at a weighted average interest rate of 8.08%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At July 31, 2019, we had also issued standby letters of credit of $23.7 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

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

Accounts receivable purchase agreements

We have uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, we may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which we use as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that we continue to service, administer and collect the sold accounts receivable. At July 31, 2019 and January 31, 2019, we had a total of $938 million and $1.1 billion, respectively, of outstanding accounts receivable sold to and held by financial institutions under these agreements. During the three months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $4.0 million and $3.7 million, respectively, and during the six months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $7.7 million and $6.3 million, respectively. These discount fees are included as a component of "other expense, net" in our Consolidated Statement of Income.

Share Repurchase Program

In October 2018, our Board of Directors authorized a share repurchase program for up to $200.0 million of our common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program resulting in a total share repurchase authorization of $300.0 million. In conjunction with our share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on our behalf. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of our common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans.

We repurchased 1,179,176 shares of our common stock at a cost of $117.7 million during the six months ended July 31, 2019. As of July 31, 2019, we had $75.3 million available for future repurchases of our common stock under the authorized share repurchase program. In August 2019, our Board of Directors authorized the repurchase of up to an additional $200.0 million of our common stock.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

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

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

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ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

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PART II

ITEM 1. Legal Proceedings.

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of our Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” We estimate the total exposure related to the CIDE tax, including interest, was approximately $20.2 million at July 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, we believe that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. However, due to the lack of predictability of the Brazilian court system, we have concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. We believe the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

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

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

ITEM 1A. Risk Factors.

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

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

We are subject to risks and uncertainties associated with the impact of trade discussions between the United States and China and related U.S. security risks and export controls. On May 15, 2019, the President of the United States issued an Executive Order that authorized export controls on Chinese entities determined to be a U.S. security threat. At the same time, the U.S. Commerce Dept. placed certain Chinese companies and their subsidiaries on the U.S. Entity List requiring U.S. companies to obtain export licensing approval before providing certain technology. We hold inventory of products impacted by the recent government action and there is uncertainty relating to the disposition of this inventory due to restrictions that would prevent purchasers from updating software on the products in the future. As of July 31, 2019, these products represent approximately 2% of our worldwide inventory. While we continue to take steps to mitigate our exposure to this developing situation, if the sale of these products is delayed or we are unable to return or dispose of our inventory on favorable economic terms, we may incur additional carrying costs for the inventory or otherwise record losses associated with the inventory.

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

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

	Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of a publicly announced plan or program	Maximum dollar value of shares that may yet be purchased under the plan or programs
May 1 - May 31, 2019	299,555	$	97.42	299,555	$	128,111,756
June 1 - June 30, 2019	294,409	97.46		294,409	99,419,120
July 1 - July 31, 2019	239,285	100.87		239,285	75,282,699
Total	833,249	$	98.42	833,249

In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock.

ITEM 3. Defaults Upon Senior Securities.

Not applicable.

ITEM 4. Mine Safety Disclosures.

Not applicable.  

ITEM 5. Other Information.

None.  

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ITEM 6. Exhibits.

(a) Exhibits

3-1(2)	Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State of Florida
3-2(2)	Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4, 2014
10-1(1)	Tech Data Corporation Change in Control Severance Policy as adopted by the Board of Directors on June 5, 2019
31-A(1)	Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31-B(1)	Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32-A(1)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32-B(1)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101(3),(4)	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheet as of July 31, 2019 and January 31, 2019; (ii) Consolidated Statement of Income for the three and six months ended July 31, 2019 and 2018; (iii) Consolidated Statement of Comprehensive Income (Loss) for the three and six months ended July 31, 2019 and 2018; (iv) Consolidated Statement of Shareholders' Equity for the three and six months ended July 31, 2019 and 2018 (v) Consolidated Statement of Cash Flows for the six months ended July 31, 2019 and 2018; and (vi) Notes to Consolidated Financial Statements, detail tagged.
104(3)	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, formatted in Inline XBRL (included in Exhibit 101).

⁽¹⁾  Filed herewith.

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

⁽³⁾  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

⁽⁴⁾  The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

50

SIGNATURES

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

TECH DATA CORPORATION

            (Registrant)

Signature	Title	Date
/s/ RICHARD T. HUME	Chief Executive Officer, Director (principal executive officer)	September 5, 2019
Richard T. Hume
/s/ CHARLES V. DANNEWITZ	Executive Vice President, Chief Financial Officer (principal financial officer)	September 5, 2019
Charles V. Dannewitz

51

EX-10.1

Tech Data Corporation Change in Control Severance Policy Article 1. Establishment and Purpose 1.1 Establishment of the Policy. Tech Data Corporation, a Florida corporation, hereby establishes this change in control severance policy to be known as the “Tech Data Corporation Change in Control Severance Policy” (the “Policy”). 1.2 Purpose of the Policy. The Board of Directors of Tech Data Corporation has determined that it is in the best interests of the Company and its stockholders to secure the continued services, dedication and objectivity of certain key employees of the Company in the event of any threat or occurrence of a Change in Control of the Company, without concern as to whether such employees might be hindered or distracted by personal uncertainties and risks created by any such actual or threatened Change in Control. Article 2. Definitions Whenever used in the Policy, the following terms shall have the meanings set forth below: (a) “AAA” means the American Arbitration Association. (b) “Arbitration Rules” means the National Rules for the Resolution of Employment Disputes of the AAA; provided that discovery shall be governed by the Federal Rules of Civil Procedure. (c) “Accounting Firm” has the meaning assigned in Article 7.1(a). (d) “Accrued Obligations” has the meaning assigned in Article 6.1(a). (e) “Base Salary” means a Covered Person’s annual rate of salary or wages, including any amounts of salary or wages deferred at the election of the Covered Person, as in effect immediately prior to the Change in Control or, if higher, during the Protected Period. (f) “Beneficiary” means the persons or entities entitled to benefits hereunder upon a Covered Person’s death, to the extent provided in Article 15.2(b), as determined in accordance with the procedures in 15.2(a). (g) “Board” means the Board of Directors of the Company or its successor. (h) “Cause”, when used with reference to a termination of a Covered Person’s employment by the Company under the Policy, means the occurrence of any of the following events, provided, however, that a Covered Person’s employment may not be terminated for Cause unless (1) the Company provides the Covered Person with written notice in accordance with Article 15.8 which shall (A) state in detail the particular act(s) or failure(s) to act that constitute the grounds on which the proposed termination for Cause is based and (B) be given within fifteen (15) days of a member of the Committee’s learning of such act(s) or failure(s) to Matter 000952 CIC Policy

act; and (2) the Covered Person is given a reasonable opportunity to be heard by the Committee and to cure, to the extent capable of cure, the grounds stated in such notice; but the Company may suspend the Covered Person during the proceedings; provided, that if, following any such hearing or waiver of such hearing by the Covered Person, the Covered Person is furnished with a subsequent written notice by the Committee confirming that, in its judgment, grounds for termination for Cause on the basis of the original notice exist (the “Final Cause Notice”), the Covered Person shall thereupon be terminated for Cause, subject to de novo review, at the Covered Person’s election, through arbitration in accordance with Article 12 hereof: (i) the willful and continued failure of the Covered Person to substantially fulfill his or her obligations with respect to his or her employment or service (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Covered Person’s conviction of or entering into a plea of guilty or nolo contendere to, a felony, or conduct by the Covered Person that constitutes gross negligence or gross misconduct in carrying out his or her duties with respect to his or her employment or service; or (iii) the Covered Person’s material violation of any material, written agreement with the Company or Company policy applicable to the Covered Person, which violation adversely affects the business of the Company. (i) a “Change in Control” shall have the meaning set forth in the 2009 Equity Incentive Plan of Tech Data Corporation, or any successor plan thereto as determined by the Committee from time to time; provided, that a Change in Control will not be deemed to occur for any purpose under this Policy unless such event or events also constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. (j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including rules thereunder and successor provisions and rules thereto. (k) “Committee” means the Compensation Committee of the Board. (l) “Company” means Tech Data Corporation, and all of its consolidated subsidiaries as determined in accordance with U.S. Generally Accepted Accounting Principles, and any successor or successors thereto. (m) “Confidential Information” means any and all information, including, but not limited to, information or ideas conceived or developed by a Covered Person, applicable to or in any way related to (i) the present or future business of the Company or its affiliates, (ii) research and development related to the Company’s or its affiliates’ business, (iii) the business of any customer or vendor of the Company or any of its affiliates, (iv) trade secrets, (v) processes, formulas, data, program documentation, algorithms, source codes, object codes, know-how, improvements, inventions, and techniques, (vi) all plans or strategies for marketing, development and pricing, and (vii) all information concerning existing or potential customers or vendors, and all similar information disclosed to the Company or its affiliates by other persons and any 2 Matter 000952 CIC Policy

information in documents or computers that the Company designates as confidential by notation therein or thereon. (n) “Covered Person” means an employee of the Company who fulfills the eligibility and participation requirements as provided in Article 4 hereof. (o) “Disability” means (1) a physical or mental condition entitling the Company to terminate the Covered Person’s employment pursuant to an employment agreement between the Covered Person and the Company or (2) in the absence of such a provision for disability termination or in the absence of an employment agreement, the Covered Person’s inability to substantially perform his or her duties or responsibilities as a result of a physical or mental condition for 180 or more business days in any 365 day period. (p) “Effective Date” means the date the Policy is adopted by the Company. (q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including rules thereunder and successor provisions and rules thereto. (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto. (s) “Excise Tax” has the meaning assigned in Article 7.1(a). (t) “Final Cause Notice” has the meaning assigned in Article 2(h). (u) “Good Reason”, when used with reference to a termination of a Covered Person’s employment with the Company, means, without a Covered Person’s express written consent, the occurrence of any of the following events during the Protected Period, provided, however, that none of the following shall constitute Good Reason unless (1) the Covered Person provides written notice in accordance with Article 15.8 to the Company which shall (A) state in detail the particular act(s) or failure(s) to act that constitute the grounds on which the proposed termination for Good Reason is based and (B) be given within ninety (90) days of the Covered Person’s learning of such act(s) or failure(s) to act; (2) the Company fails to cure the grounds stated in such notice within fifteen (15) days of its receipt of such notice; and (3) the Termination Date occurs no later than the earlier of sixty (60) days following the Company’s failure to cure pursuant to the immediately preceding clause, and two (2) years following the initial existence of one or more of the following events arising without the Covered Person’s express written consent: (i) a material adverse change in the nature, scope or status of the Covered Person’s position, duties, responsibilities or authorities effectuated after the Change in Control from those held, exercised and/or assigned to Covered Person immediately prior to such diminution, including, without limitation, if the Covered Person was an officer of a public company immediately prior to the Change in Control, the Covered Person ceasing to be an officer of a public company; provided, that a change in a Covered Person’s reporting relationship that is approved by the Company prior to a Change in 3 Matter 000952 CIC Policy

Control and is not made at the request of a third party incident to the Change in Control shall not constitute Good Reason hereunder; (ii) a reduction in the Covered Person’s annual base salary (or a material change in the frequency of payment) or annual incentive opportunity in effect immediately prior to the Change in Control or, if higher, as in effect at any time during the Protected Period; (iii) the failure by the Company to award the Covered Person equity-based incentive compensation (such as stock options, shares of restricted stock, restricted stock units or other equity-based compensation) on a periodic basis consistent with the Company’s practices with respect to timing, value and terms as in effect prior to the Change in Control or, if higher, as in effect at any time during the Protected Period; (iv) the failure by the Company to continue to provide the Covered Person with welfare benefits, fringe benefits and perquisites that are substantially similar in the aggregate to those made available or provided to the Covered Person immediately prior to the Change in Control, including but not limited to any pension, life insurance, medical, health and accident, disability and vacation benefits; (v) any requirement that the Covered Person’s services be rendered primarily at a location that is: (1) more than 35 miles from the Covered Person’s base office immediately prior to the Change in Control and (2) farther from the Covered Person’s principal residence immediately prior to the Change in Control than was the Covered Person’s base office immediately prior to the Change in Control; (vi) a material breach by the Company of (1) any effective written employment agreement with the Covered Person, or (2) this Policy, including, without limitation, the failure to obtain express written consent to assumption of the Policy from a successor as required by Article 10 hereof; and (vii) any other event which is included in any Covered Person’s Participation Schedule. Notwithstanding the foregoing, for purposes of clarification, the Company’s suspension of the Covered Person’s provision of services during the period in which the Company initiates proceedings to determine whether or not the employment of the Covered Person should be terminated for Cause pursuant to this Policy shall not constitute Good Reason. (v) “Initial Covered Persons” means those Covered Persons listed on Annex 1 maintained by the Company. (w) “Legal Fees” has the meaning assigned in Article 13. (x) “Non-Qualifying Termination” means a termination of a Covered Person’s employment (1) by the Company for Cause, (2) by the Covered Person for any reason other than Good Reason, or (3) as a result of the Covered Person’s death or Disability. 4 Matter 000952 CIC Policy

(y) “Participation Schedule” means a schedule evidencing the Covered Person’s participation in and coverage by this Policy, which may be in the form attached as Exhibit B to this Policy or may be provided in such other form as the Committee determines from time to time. (z) “Payment” has the meaning assigned in Article 7.1(a). (aa) “Protected Period” means the period beginning on the first date, following the Effective Date, on which a Change in Control occurs, and ending twenty four (24) months after such Change in Control. (bb) “Qualifying Termination” means a termination of a Covered Person’s employment during the Protected Period (1) by the Company Without Cause or (2) by the Covered Person for Good Reason, in each case in accordance with the procedures set forth in Article 5. (cc) “Restrictive Covenants” means the covenants set forth in Article 11. (dd) “Severance Factor” means the factor used to determine the Severance Payment payable to a Covered Person pursuant to Article 6.1(a)(v) hereof, which factor shall be: (1) 2.5 for the Chief Executive Officer of the Company, (2) 2 for each Initial Covered Person other than the Chief Executive Officer and the Senior Vice President, Chief Financial Officer, Europe of the Company, and (3) for all Covered Persons not described in (1) or (2) and the Senior Vice President, Chief Financial Officer, Europe, the number determined by the Company and set forth in such Covered Person’s Participation Schedule. (ee) “Severance Payment” has the meaning assigned in Article 6.1(a)(v). (ff) “Target Annual Bonus” means the Covered Person’s target annual bonus for the last full fiscal year ending immediately prior to the Change in Control or, if higher, the Covered Person’s highest target annual bonus in effect for any fiscal year during the Protected Period; provided that if no target annual bonus is set for such Covered Person, the Target Annual Bonus will be determined by reference to the target annual bonuses set for an employee or employees in comparable positions or performing similar functions and duties during the three fiscal years that were completed prior to the Termination Date. (gg) “Term” means the period commencing on the Effective Date and continuing until the Committee shall terminate the Policy in accordance with Article 15.5. (hh) “Termination Date” means the effective date of a Covered Person’s termination of employment with the Company as provided in Article 5.1. (ii) “Without Cause”, when used in reference to a termination of a Covered Person’s employment with the Company, means any termination of the Covered Person’s employment by the Company which is not a termination of employment for Cause, Disability or death. 5 Matter 000952 CIC Policy

Article 3. Administration The Policy shall be administered by the Committee. The Committee shall have full authority, consistent with the Policy, to administer the Policy, including, without limitation, authority to interpret and construe any and all provisions of the Policy. Article 4. Coverage The Board or the Committee shall designate those key employees of the Company entitled to be covered by the Policy from time to time. Each key employee designated to be covered by the Policy as a Covered Person shall be required to execute a Participation Schedule, or other written agreement that may be specified by the Committee, to evidence such employee's agreement to be bound by the terms and conditions of this Policy, including the provisions of Article 11 hereof, as a Covered Person. The Board or the Committee may amend, modify or terminate the Policy at any time and from time to time, subject to the limitations and restrictions set forth in Section 15.5; provided that with respect to each Initial Covered Person, the Committee may not amend, modify or terminate the Policy in a manner that would adversely affect such Initial Covered Person prior to the second anniversary of the Effective Date without the express written consent of such Initial Covered Person. In addition, any amendments, modifications or terminations of the Policy that impact a Covered Person will be subject to any additional, express restrictions or limitations as may be set forth in such Covered Person’s Participation Schedule from time to time. Article 5. Termination of Employment 5.1 Termination of Employment of a Covered Person during the Protected Period. (a) During the Protected Period, the employment of a Covered Person may be terminated by the Company due to the Covered Person’s Disability, on account of the Covered Person’s death, by the Company Without Cause or for Cause, or by the Covered Person with or without Good Reason. The termination of the Covered Person’s employment will become effective as of the date hereinafter specified. (b) Termination of a Covered Person’s employment for Disability shall become effective thirty (30) days after a notice of intent to terminate the Covered Person’s employment, specifying Disability as the basis for such termination, is received by the Covered Person from the Committee. Termination of a Covered Person’s employment on account of his or her death shall become effective automatically as of the date of his or her death. (c) The Company shall have the absolute right to terminate a Covered Person’s employment Without Cause at any time. Termination of a Covered Person’s employment Without Cause shall become effective on the date specified by the Company. (d) Termination of a Covered Person’s employment for Cause shall become effective on the date the Company issues the Final Cause Notice to such Covered Person in accordance with the procedures set forth in Article 2(h). 6 Matter 000952 CIC Policy

(e) Termination of a Covered Person’s employment for Good Reason shall become effective thirty (30) days after the Covered Person’s notice of termination to the Company, provided that the Covered Person terminates his or her employment in accordance with the procedure specified in the definition of Good Reason. Termination of a Covered Person’s employment without Good Reason shall become effective thirty (30) days after the Covered Person’s notice of termination to the Company or such earlier date as the Company may determine upon receipt of notice by the Company of such termination. 5.2 Separation from Service. For purposes of any provision of the Policy providing for the payment of any amounts or benefits subject to 409A of the Code upon or following a termination of employment, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A of the Code. Article 6. Payments Upon Termination of Employment in Certain Circumstances 6.1 Qualifying Termination. If, during the Protected Period, the employment of a Covered Person shall terminate by reason of a Qualifying Termination, then: (a) Payment of Certain Amounts. The Company shall pay to the Covered Person: (i) a lump sum cash payment equal to the sum of the Covered Person’s earned but unpaid Base Salary as in effect at the time of the Termination Date (without regard to any reduction constituting Good Reason and excluding any amounts the Covered Person elected to defer) and accrued vacation (the “Accrued Obligations”), within thirty (30) days following the Termination Date or sooner if required by applicable law; (ii) any deferred compensation amounts (including, without limitation, any amounts of base salary earned but unpaid that the Covered Person elected to defer), at the times provided in the applicable plan, program, or agreement governing the deferral; (iii) any annual bonus awards earned by the Covered Person but not yet paid as of the Termination Date, on the regularly scheduled payment date; provided that for purposes of this clause (iii), in order to have earned any such award the Covered Person must have remained employed through the last day of the applicable performance period for such award; (iv) a pro-rata annual bonus for the fiscal year of the Company in which the Termination Date occurs, on the regularly scheduled payment date, determined based on actual performance of the Company (and in a manner consistent with how bonus determinations are made for continuing, active employees of the Company), prorated based on the number of days the Covered Person was employed in such fiscal year; and (v) subject to the Covered Person’s satisfaction of the conditions set forth in Article 15.10 hereof, on the sixtieth (60th) day following the Termination Date, a lump sum cash severance payment equal to the product of the Covered Person’s Severance Factor times the sum of (1) the Covered Person’s Base Salary and (2) Target Annual Bonus (the “Severance Payment”). 7 Matter 000952 CIC Policy

(b) Outstanding Equity Awards. All equity and equity-based awards held by a Covered Person and outstanding as of his or her Termination Date shall be treated in accordance with the terms of the applicable plan and award agreement governing such awards, treating such Covered Person’s Qualifying Termination hereunder as a termination of employment “without cause” or for “good reason” (or such other terms of similar import as may be used in the applicable plan or award agreement governing such awards) following a Change in Control. (c) Benefit Continuation. Subject to the Covered Person’s satisfaction of the condition set forth in Article 15.10 hereof: (i) the Company shall pay to the Covered Person a monthly cash payment equal to the Covered Person’s monthly COBRA premiums to continue medical coverage under the Company’s medical plans under which the Covered Person was covered immediately before the Termination Date for twelve months following the Termination Date; it being understood that the Covered Person shall not be required to use the monthly payments for such premiums. Any payment that otherwise would be made before the sixtieth (60th) day following the Termination Date shall be paid on the sixtieth (60th) day. (ii) the Company shall reimburse the Covered Person for reasonable expenses incurred by the Covered Person for outplacement counseling services (i) which do not exceed $20,000, and (ii) which are incurred by the Covered Person within twelve months following the Termination Date. The provision of outplacement services is intended to be exempt from Section 409 of the Code pursuant to the in-kind benefits exception as set forth in Section 1.409A-1(b)(9)(v)(c) of the regulations promulgated thereunder. Any reimbursement payment that otherwise would be made before the sixtieth (60th) day following the Termination Date shall be paid on the sixtieth (60th) day. 6.2 Non-Qualifying Termination. The employment of a Covered Person may terminate or be terminated by reason of a Non-Qualifying Termination during the Protected Period, in which case the Company shall pay the Covered Person the Accrued Obligations and any other payments or benefits to which the Covered Person is entitled under applicable law and any other benefit plan, program, agreement or arrangement covering the Covered Person. 6.3 Other Agreements. A Covered Person who receives a Severance Payment hereunder shall not be entitled to receive any other cash severance payment pursuant to any other severance plan, program, policy, agreement or arrangement maintained by the Company or any additional annual bonus payment other than as specified above; provided that in the event that applicable law mandates that the Company provide to the Covered Person benefits in the nature of severance, then the amounts of benefits provided hereunder shall be reduced, in a manner consistent with the requirements of Section 409A, to the extent applicable, by the amount of such legally mandated benefits. Except to the extent specifically provided in the Policy with respect to the Severance Payment, annual bonus payment, COBRA reimbursement payment and outplacement services, a Covered Person will be entitled to receive other accrued, vested or deferred compensation, rights or benefits upon termination of employment in accordance with the terms of the applicable benefit plans, programs, policies, agreements or arrangements in which such Covered Person participates, including but not limited to amounts or benefits payable under any stock purchase policy, disability policy or similar or successor policy. 8 Matter 000952 CIC Policy

Article 7. Code Section 280G 7.1 (a) In the event it shall be determined by the Company’s independent auditors immediately prior to a Change in Control or, if such auditors are unable to perform the services, by an independent, nationally recognized accounting firm selected by the Company in its sole discretion immediately prior to a Change in Control (in either case, the “Accounting Firm”) that any payment or distribution by the Company to or for the benefit of the Covered Person, whether paid or payable or distributed or distributable pursuant to the terms of the Policy or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Covered Person with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of Payments payable to such Covered Person shall be reduced if (1) the net amount of such Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Payments) is greater than (2) the net amount of such Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Payments and the amount of Excise Tax to which the Covered Person would be subject in respect of such unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Payments). (b) The Accounting Firm shall make an initial determination as to whether a reduction in Payments is required under Article 7.1(a) above. If the Payments must be reduced as provided in the previous paragraph, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a “parachute payment” (as defined under Code Section 280G and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) reduction of any continued employee benefits and (4) cancellation of any accelerated vesting of equity awards. In selecting the equity awards (if any) for which vesting will be reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to the Covered Person, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A of the Code, awards instead shall be selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award’s value to the Covered Person when performing the determinations under the preceding paragraph, such award’s value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. If two or more equity awards are granted on the same date, each award will be reduced on a pro- rata basis. (c) All determinations required under this Article 7 shall be made in writing by the Accounting Firm. Any reasonable determination of the Accounting Firm made in good faith shall be binding upon the Company and the applicable Covered Person. The Company and the Covered Person shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request to make a determination under this Article. For purposes of making the calculations required by this Article 7, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on 9 Matter 000952 CIC Policy

reasonable good faith interpretations concerning the application of Code Sections 280G and 4999. The Accounting Firm shall provide detail supporting its determinations both to the Company and the applicable Covered Person within fifteen (15) business days of the Termination Date or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Covered Person, it shall, if requested by the Covered Person, furnish the Covered Person with an opinion that he/she has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. The fees and expenses of the Accounting Firm for its services in connection with the determinations contemplated by this Article 7 shall be borne by the Company. (d) Each Covered Person shall be responsible for all taxes imposed on the Covered Person on account of payments and benefits under this Policy, including without limitation any excise taxes imposed under Section 4999 of the Code. Article 8. Withholding Taxes The Company may withhold from all payments due hereunder to a Covered Person (or his or her Beneficiary) all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. Article 9. the Company’s Payment Obligation; No Mitigation 9.1 Payment Obligations are Absolute. (a) The Company’s obligation to a Covered Person to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Covered Person or anyone else, except to the extent so provided in Articles 7 and 15.12, if applicable, or mandated by applicable law. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from Covered Persons or from whomsoever may be entitled thereto, except to the extent mandated by applicable law. (b) Covered Persons shall not be obligated to seek other employment or take other action by way of mitigation of the amounts payable or arrangements made under any provision of the Policy, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under the Policy. 9.2 Contractual Rights to Benefits. Subject to the provisions of Article 15.5 hereof, the Policy, together with the applicable Covered Person’s Participation Schedule, establishes and vests in each Covered Person a contractual right to the benefits to which he is entitled hereunder. Article 10. Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the 10 Matter 000952 CIC Policy

Company to expressly assume and agree to perform the Company’s obligations under the Policy. Failure of the Company to obtain such an assumption agreement prior to the effective date of any such succession shall be a material breach of the Policy. Article 11. Restrictive Covenants (a) As a condition to participation in the Policy, a Covered Person shall agree to be bound by the following Restrictive Covenants: (i) the Covered Person acknowledges that the Company’s Confidential Information is the exclusive property of the Company, is material and confidential, and greatly affects the effective and successful conduct of the business of the Company. The Covered Person agrees to use the Company’s Confidential Information only for the benefit of the Company and shall not at any time, directly or indirectly, either during employment with the Company or afterward, divulge, reveal or communicate the Company’s Confidential Information to any person, firm, corporation or entity whatsoever, or use the Company’s Confidential Information for such Covered Person’s own benefit or for the benefit of others; (ii) the Covered Person shall not, at any time, denigrate or disparage the Company or any of its Board of Directors or officers; (iii) the Covered Person agrees to make a prompt and complete disclosure to the Company of any Confidential Information in his or her possession, upon such a request by the Company. Upon termination of employment and at any other time upon request, the Covered Person further agrees to surrender to the Company all documents, writings and other such materials produced by the Covered Person or coming into the Covered Person’s possession by or through employment with the Company during the term of such employment, and agrees that all such materials are at all times the Company’s property; (iv) the Covered Person agrees to fully cooperate, in all reasonable respects, with the Company in regard to any internal or external investigations of the Company, its business, its business practices or the like relating to the period in which the Covered Person is or was employed by the Company. If the Covered Person is requested to provide assistance after termination of his employment, then he will be reimbursed for any reasonable expenses within 30 days of submission of applicable receipts or invoices. (v) for a period of one (1) year following the Termination Date, anywhere in the world (and each incorporated and unincorporated area thereof), the Covered Person will not own, manage, operate, control, be employed by, act as an agent for, participate in or be connected in any manner with the ownership, management, operation or control of any business which is engaged in business that is competitive to the Company’s business, including but not limited to the companies listed on Exhibit C. Nothing contained in this paragraph shall be interpreted to prohibit the Covered Person from owning stock in publicly traded corporations that may compete with the Company so long as such stock ownership does not represent a majority or controlling interest in such corporations; 11 Matter 000952 CIC Policy

(vi) for a period of one (1) year following the Termination Date, the Covered Person will not: (i) directly or indirectly, hire or participate in the hiring of any employee of the Company or any of its affiliates, provided, however that this restriction shall not apply either to former employees of the Company or to employees who respond to a general advertisement; (ii) solicit or induce, or attempt to solicit or induce, any employee of the Company or its affiliates to leave the Company or such affiliates for any reason; and (iii) solicit or induce, or attempt to solicit or induce any customer of or vendor to the Company or its affiliates to stop doing business with or move some or all of such customer or vendor business to a person or entity other than the Company. (b) The Restrictive Covenants are in addition to any rights the Company may have in law or at equity or under any other agreement. (c) As a condition to participation in the Policy, a Covered Person shall further agree that it is impossible to measure in money the damages which will accrue to the Company in the event the Covered Person breaches the Restrictive Covenants. Therefore, if the Company shall institute any action or proceeding to enforce the provisions hereof, the Covered Person shall agree to waive the claim or defense that the Company has an adequate remedy at law and the Covered Person shall agree not to assert in any such action or proceeding the claim or defense that the Company has an adequate remedy at law. The foregoing shall not prejudice the Company’s right to require the Covered Person to account for and pay over to the Company any profit obtained by the Covered Person as a result of any transaction constituting a breach of the Restrictive Covenants. (d) The validity or unenforceability of any provision of this Section 11 shall not affect the validity or enforceability of any other provision of this Policy. The Covered Person and the Company have specifically agreed and acknowledged that the provisions in Section 11 are fair, reasonable and material. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit enforcement to its fullest extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law, and the Covered Person hereby consents and agrees that (a) it is the parties intention and agreement that this Section 11 be enforced as written, and (b) in the event a court of competent jurisdiction should determine that any restriction or covenant is too broad or extensive to permit enforcement to its fullest extent, the scope of any such restriction or covenant may be modified but only as necessary as the court, in its judgment, deems warranted in order to have the fullest enforcement possible consistent with governing law. (e) The Covered Person’s agreement to be bound by the provisions of this Article 11 shall be effected by the Covered Person’s execution of his or her Participation Schedule in such form as the Committee may determine from time to time. (f) Notwithstanding the foregoing, if a Covered Person is otherwise party to an agreement with the Company or its affiliates pursuant to which the Covered Person is subject to noncompetition obligations for a period of at least one year following a termination of employment, then the restrictions set forth in this Section 11 shall not apply to the Covered Person, and the noncompetition provisions of such other agreement shall instead remain in effect 12 Matter 000952 CIC Policy

and apply to such Covered Person if and to the extent provided in such Covered Person’s other agreement. (g) Notwithstanding anything to the contrary set forth herein, no confidentiality, non- disparagement or other obligation owed by the Covered Person to the Company or its affiliates shall prohibit the Covered Person from reporting, whether anonymously or on a disclosure basis, possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or shall require the Covered Person to notify the Company or any of its affiliates of any such report, and none of the Company or any of its affiliates will retaliate against the Covered Person for any such report. In making any such report, however, the Covered Person is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice, that contain legal advice or that are protected by the attorney work product or similar privilege. Article 12. Arbitration of Disputes (a) Any disagreement, dispute, controversy or claim arising out of or relating to the Policy or the interpretation or validity hereof shall be settled exclusively and finally by binding arbitration to be conducted in Clearwater, Florida or, solely in respect of any Covered Person with a principal work location in the European Union, London, England, or such other location as may be specified in the Covered Person’s Participation Schedule. It is specifically understood and agreed that any disagreement, dispute or controversy which cannot be resolved between the parties, including without limitation any matter relating to the interpretation of the Policy, shall be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justifiable or ripe for resolution by a court or arbitral tribunal. Nothing in this Article 12(a) shall preclude the Company from seeking specific performance of the Restrictive Covenants set forth in Article 11 hereof in such jurisdiction as the Company may deem appropriate. (b) The arbitration shall be conducted in accordance with the Arbitration Rules, except as otherwise provided below. (c) The arbitral tribunal shall consist of one arbitrator. The parties to the arbitration jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed in accordance with the Arbitration Rules and shall be a person who has had substantial experience in executive compensation issues in the context of mergers and acquisitions. The Company shall pay all of the fees, if any, and expenses of such arbitrator. (d) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing. 13 Matter 000952 CIC Policy

(e) Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction. (f) Nothing herein contained shall be deemed to give the arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of the Policy. Article 13. Legal Fees. If the Covered Person prevails on at least one material claim that forms part of a dispute with the Company regarding the validity or enforceability of, or liability under, any provision of the Policy (including as a result of any contest by the Covered Person about the amount of any payment pursuant to Article 6), the Company shall promptly reimburse the Covered Person for all reasonable attorneys’ fees and related expenses (“Legal Fees”) incurred by the Covered Person in connection with such dispute. In no event shall the payments by the Company under this Article 13 be made later than the end of the calendar year next following the calendar year in which such Legal Fees were incurred, provided that Covered Person shall have submitted an invoice for such Legal Fees at least 10 days before the end of the calendar year next following the calendar year in which such Legal Fees were incurred. The amount of such Legal Fees that the Company is obligated to pay in any given calendar year shall not affect the Legal Fees that the Company is obligated to pay in any other calendar year, and Covered Person’s right to have the Company pay such Legal Fees may not be liquidated or exchanged for any other benefit. Article 14. Trusts; Unfunded Status of Policy 14.1 Unfunded Status of Policy. The Policy is intended to constitute an “unfunded” Policy and Covered Persons shall have no claim against the Company or its assets other than as unsecured general creditors. Notwithstanding the foregoing, the Company may, in its sole discretion, establish a trust or purchase other property to assist it in meeting its obligations hereunder as set forth in Article 14.2 below; provided, however, that in no event shall any Covered Person have any interest in such trust or property other than as an unsecured general creditor. 14.2 Creation of Trusts. The Committee may, in its discretion, authorize the creation of one or more trusts (including sub-accounts under such trust(s)), and deposit therein amounts of cash, stock, or other property not exceeding the amount of the Company’s obligations with respect to the Policy, or make other arrangements to meet the Company’s obligations under the Policy, which trusts or other arrangements shall be consistent with the “unfunded” status of the Policy. Article 15. Miscellaneous 15.1 Employment Status. Except as may be provided under any other agreement between a Covered Person and the Company, the employment of the Covered Person by the 14 Matter 000952 CIC Policy

Company is “at will.” The Policy does not constitute a contract of employment or impose on the Company any obligation to retain the Covered Person as an employee, to change the status of the Covered Person’s employment, or to change the policies of the Company regarding termination of employment. 15.2 Beneficiaries. (a) Except with regard to the equity awards referenced in Article 6.1(b), each Covered Person may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any amounts owing to the Covered Person under the Policy. Covered Persons may make or change such designations at any time; provided, that such designation must be in the form of a signed writing acceptable to the Committee and filed with the Company prior to the Covered Person’s death. If the Covered Person has not named a Beneficiary, then such amounts shall be paid to the Covered Person’s estate. (b) The Policy shall inure to the benefit of and be enforceable by the Covered Person or the Beneficiary or the Covered Person’s estate. If a Covered Person dies while any amount would still be payable to the Covered Person hereunder had the Covered Person continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Policy to the Beneficiary or the Covered Person’s estate or, with respect to any stock options, restricted shares, restricted stock units and other equity awards and payments, as provided in the applicable documents governing such arrangements. 15.3 Number. Except where otherwise indicated by the context, the plural shall include the singular, and the singular shall include the plural. 15.4 Severability. Every provision of this Policy is intended to be severable. If any term or provision hereof is declared invalid by a court of competent jurisdiction for any reason whatsoever and cannot be modified to be enforceable, its invalidity will not affect the validity of the remainder of the Policy, which shall remain in full force and effect. 15.5 Modification and Termination. The Policy may be amended in any manner and from time to time or terminated at any time, each at the discretion of the Committee; provided that, except with regard to an amendment pursuant to Article 15.11: (a) with respect to any Initial Covered Person, the Committee may not amend, modify or terminate the Policy in a manner that adversely affects such Initial Covered Person prior to the second anniversary of the Effective Date without the express written consent of such Initial Covered Person; (b) no termination or amendment that is adverse to a Covered Person shall be effective with respect to such Covered Person prior to the date that is six (6) months from the date written notice of such amendment or termination is given to such Covered Person; and (c) no termination or amendment that is adverse to a Covered Person and that would otherwise be effective within six (6) months before or twenty four (24) months after a Change in Control shall apply to any termination of employment of a Covered Person during such Covered 15 Matter 000952 CIC Policy

Person’s Protected Period, as defined herein prior to giving effect to any such termination or amendment(s) of the Policy. 15.6 Applicable Law. This Policy shall be subject to, and construed in accordance with, the laws of the State of Florida, without reference to its conflict of laws rules. 15.7 Headings. The section headings or subsection headings have been included for convenience only, are not part of this Policy, and are not to be taken as an interpretation of any provision hereof. References to gender shall include each other gender, as appropriate. 15.8 Notice. Notices and all other communications contemplated by this Policy shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by overnight courier, U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of a Covered Person, mailed notices shall be addressed to such Covered Person at the home address that Covered Person most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 15.9 Joint and Several Obligations. If the Covered Person is employed during the Protected Period by one or more entities that form part of the Company, whether or not such Covered Person is also employed by the Company during the Protected Period, each such entity shall be jointly and severally liable together with the Company for the obligations of the Company to the Covered Person hereunder. 15.10 Release. Payments to be provided to the Covered Person by the Company under Article 6.1(a)(v) hereof shall be paid to the Covered Person on the date specified in the respective Article, subject to the condition that the Covered Person has executed and delivered to the Company a release substantially in the form of Exhibit A hereto and that such release has become effective, enforceable and irrevocable in accordance with its terms. 15.11 Section 409A of the Code. It is intended that any amounts payable under this Policy and any exercise of authority or discretion hereunder shall be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject a Covered Person to the payment of any interest or additional tax imposed under Section 409A of the Code; provided that the Company makes no representations regarding the tax implications of any compensation or benefits to be paid or provided hereunder under Section 409A of the Code. In furtherance of this intent, if the date of payment or the commencement of any installment payments must be delayed for six months in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon the expiration of such six month period. With regard to any provision herein that provides for reimbursement of expenses, or in-kind benefits, such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). 15.12 Clawback. Notwithstanding anything in this Policy to the contrary, the Company may be entitled or required by law, any applicable Company policy (any such policy, a “Clawback Policy”) or the requirements of an exchange on which the Company’s shares are 16 Matter 000952 CIC Policy

listed for trading, to recoup compensation paid to a Covered Person pursuant to this Policy or otherwise, and each Covered Person selected to be covered by the Policy shall be deemed to have agreed to comply with any such Company request or demand for recoupment. Each Covered Person shall also be deemed to have acknowledged and agreed that the Clawback Policy may be modified from time to time in the sole discretion of the Company and without the consent of the Covered Person, and that such modification will be deemed to amend this Policy; provided, that, except as otherwise required by applicable law (including the terms of any exchange on which the Company’s shares are then listed for trading), the effect of any such amendment or modification on amounts payable or benefits to be provided hereunder shall be subject to the limitations set forth in Section 15.5. Each Covered Person shall also be deemed to have acknowledged and agreed that, subject to the limitations set forth in the foregoing sentence, the Clawback Policy as in effect from time to time shall apply to any and all payments of compensation and benefits (other than such Covered Person’s base salary and benefits under any tax-qualified retirement plan or health and welfare plan) as specified in the Clawback Policy. 17 Matter 000952 CIC Policy

EX-31.A

Exhibit 31-A

Certification of Chief Executive Officer

Pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

I, Richard T. Hume, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 5, 2019

/s/ RICHARD T.HUME

Richard T. Hume

Chief Executive Officer, Director

EX-31.B

Exhibit 31-B

Certification of Chief Financial Officer

Pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

I, Charles V. Dannewitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 5, 2019

/s/ CHARLES V.DANNEWITZ

Charles V. Dannewitz

Executive Vice President,

Chief Financial Officer

EX-32.A

Exhibit 32-A

Certification of Chief Executive Officer

Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

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

(i) The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended July 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 5, 2019

/s/ RICHARD T.HUME

Richard T. Hume

Chief Executive Officer, Director

EX-32.B

Exhibit 32-B

Certification of Chief Financial Officer

Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

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

(i) The Quarterly Report on Form 10-Q of Tech Data Corporation for the quarter ended July 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m), and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 5, 2019

/s/ CHARLES V.DANNEWITZ

Charles V. Dannewitz

Executive Vice President,

Chief Financial Officer

XML

Shareholders' Equity (Tables)

6 Months Ended

Jul. 31, 2019

Shareholders Equity [Abstract]

Class of Treasury Stock

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

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,179,176		99.81
Shares of treasury stock reissued for equity incentive plans	(196,220	)
Treasury stock balance at July 31, 2019	23,288,420		$	49.22

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

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

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052
Other comprehensive income (loss) before reclassification	(31,822		)	720			(31,102		)
Reclassification of (gain) loss from AOCI into income	—			(451		)	(451		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at April 30, 2018	$	200,040		$	—	$	200,040
Other comprehensive income (loss) before reclassification	(96,982		)	—		(96,982		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(72,345		)	145			(72,200		)
Reclassification of (gain) loss from AOCI into income	—			(87		)	(87		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(185,234		)	—		(185,234		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

XML

Debt (Tables)

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

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

As of:	July 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Less—unamortized debt discount and debt issuance costs	(6,410		)	(7,166		)
Senior Notes, net	993,590			992,834
Term Loans, interest rate of 6.00% and 3.99% at July 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 8.08% and 8.05% at July 31, 2019 and January 31, 2019, respectively	123,759			102,271
Other long-term debt	8,316			15,817
	1,425,665			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(128,453		)	(110,368		)
Total long-term debt	$	1,297,212		$	1,300,554

XML

Business And Summary Of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Nature of Operations

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

Consolidation, Policy

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

Basis of Accounting, Policy

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

Seasonal Fluctuations Policy

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

Revenue Recognition, Policy

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

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

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

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

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

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

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Apple, Inc.	14%	14%	13%	14%
Cisco Systems, Inc.	12%	11%	11%	11%
HP Inc.	11%	12%	11%	12%

Gain (Loss) Related to Litigation Settlement

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

Accounts Receivable Purchase Facility Program, Policy

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At July 31, 2019 and January 31, 2019, the Company had a total of $938 million and $1.1 billion, respectively, of outstanding accounts receivable sold to and held by financial institutions under these agreements. During the three months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $4.0 million and $3.7 million, respectively, and during the six months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $7.7 million and $6.3 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

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

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

Recently Issued Accounting Standards

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

Reclassification, Policy

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

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Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019	Jan. 31, 2017
Debt Instrument
Other Long-term Debt	$ 8,316	$ 15,817
Debt and Lease Obligation	1,425,665	1,410,922
Less-current maturities (included as Revolving credit loans and current portion of long-term debt, net)	(128,453)	(110,368)
Long-term Debt and Lease Obligation	1,297,212	1,300,554
Senior Notes
Debt Instrument
Unamortized debt discount and debt issuance costs	(6,410)	(7,166)
Senior Notes, net	993,590	992,834
Senior Notes | 3.70% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	500,000	500,000	$ 500,000
Senior Notes | 4.95% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	500,000	500,000	$ 500,000
Term Loan
Debt Instrument
Loans Payable	300,000	300,000
Other Committed And Uncommitted Revolving Credit Facilities
Debt Instrument
Revolving Credit Loan	123,759	102,271
Fair Value, Inputs, Level 1 | Senior Notes
Debt Instrument
Debt Instrument, Fair Value Disclosure	$ 1,030,000	$ 988,000

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 8,055	$ 7,968	$ 16,360	$ 15,555
Number of Shares Authorized	2,000,000.0		2,000,000.0
Number of Shares Available for Grant	1,700,000		1,700,000
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Award Vesting Period			3 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Award Vesting Period			1 year
Restricted Stock Units (RSUs)
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested at January 31, 2019			649,122
Granted			227,543
Vested			(257,325)
Canceled			(23,628)
Nonvested at July 31, 2019	595,712		595,712
Performance Based Restricted Stock Units (PSRUs)
Stock-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested at January 31, 2019			293,216
Granted			108,771
Vested			(16,996)
Canceled			(15,606)
Nonvested at July 31, 2019	369,385		369,385

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Derivative Instruments | Cash Flow Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2019
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) recognized in other comprehensive income (loss)	$ 720	$ 145
Gain (loss) reclassified from AOCI into income	451	87
Interest Expense
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	168	288
Other Nonoperating Income (Expense) [Member]
Cash Flow Hedges - Impact on AOCI [Line Items]
Gain (loss) reclassified from AOCI into income	$ 283	$ (201)

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Consolidated Statement Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Cash flows from operating activities:
Cash received from customers	$ 23,717,345	$ 22,873,693
Cash paid to vendors and employees	(23,530,536)	(22,793,148)
Interest paid, net	(46,204)	(48,829)
Income taxes paid	(37,767)	(37,179)
Net cash provided by (used in) operating activities	102,838	(5,463)
Cash flows from investing activities:
Proceeds from sale of business, net of cash divested	0	8,985
Acquisition of businesses, net of cash acquired	0	(2,818)
Expenditures for property and equipment	(18,806)	(14,131)
Software and software development costs	(14,704)	(8,592)
Other	117	1,096
Net cash used in investing activities	(33,393)	(15,460)
Cash flows from financing activities:
Principal payments on long-term debt	(7,368)	(105,845)
Cash paid for debt issuance costs	(3,909)	0
Net borrowings (repayments) on revolving credit loans	19,786	(8,700)
Payments for employee tax withholdings on equity awards	(9,134)	(6,702)
Proceeds from the reissuance of treasury stock	1,002	920
Payments for Repurchase of Common Stock	(117,692)	0
Net cash used in financing activities	(117,315)	(120,327)
Effect of exchange rate changes on cash and cash equivalents	(12,988)	(21,519)
Net decrease in cash and cash equivalents	(60,858)	(162,769)
Cash and cash equivalents at beginning of year	799,123	955,628
Cash and cash equivalents at end of period	738,265	792,859
Reconciliation of net income to net cash provided by (used in) operating activities:
Net income	134,650	109,565
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on disposal of subsidiary	0	(6,717)
Depreciation and amortization	74,759	80,399
Provision for losses on accounts receivable	14,432	6,270
Stock-based compensation expense	16,360	15,555
Accretion of debt discount and debt issuance costs	1,700	1,805
Deferred income taxes	(1,879)	(11,396)
Changes in operating assets and liabilities, net of acquisitions and disposition:
Accounts receivable	737,724	602,579
Inventories	139,997	(166,800)
Prepaid expenses and other assets	(10,535)	(40,180)
Accounts payable	(923,917)	(486,900)
Accrued expenses and other liabilities	(80,453)	(109,643)
Total adjustments	(31,812)	(115,028)
Net cash provided by (used in) operating activities	$ 102,838	$ (5,463)

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Consolidated Balance Sheet (Parenthetical) - $ / shares	Jul. 31, 2019	Jan. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0015	$ 0.0015
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	59,246,000	59,246,000
Treasury stock, shares	23,288,420	22,305,464

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Commitments and Contingencies (Details) $ in Millions	Jul. 31, 2019 USD ($)
Brazil
Loss Contingencies
Loss Contingency, Estimate of Possible Loss	$ 20.2

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Leases (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 31, 2019 USD ($) Rate	Jul. 31, 2019 USD ($) Rate
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	4 years 8 months 12 days	4 years 8 months 12 days
Operating Lease, Weighted Average Discount Rate, Percent | Rate	4.80%	4.80%
Operating Leases, Rent Expense | $	$ 21.8	$ 43.4

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Shareholders' Equity (Details) - USD ($) $ in Millions	Jul. 31, 2019	Feb. 26, 2019	Oct. 02, 2018
Shareholders' Equity Narrative [Abstract]
Stock Repurchase Program Additional Authorized Amount		$ 100.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 75.3
Stock Repurchase Program, Authorized Amount		$ 300.0	$ 200.0

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Shareholders' Equity (Notes)

6 Months Ended

Jul. 31, 2019

Shareholders Equity [Abstract]

Shareholders' Equity and Share-based Payments

NOTE 10 — SHAREHOLDERS' EQUITY

Share Repurchase Program

In October 2018, the Company's Board of Directors authorized a share repurchase program for up to $200.0 million of the Company's common stock. In February 2019, the Board of Directors approved a $100.0 million increase to the program resulting in a total share repurchase authorization of $300.0 million. In conjunction with the Company’s share repurchase program, a 10b5-1 plan was executed that instructs the broker selected by the Company to repurchase shares on behalf of the Company. The amount of common stock repurchased in accordance with the 10b5-1 plan on any given trading day is determined by a formula in the plan, which is based on the market price of the Company’s common stock. Shares repurchased by the Company are held in treasury for general corporate purposes, including issuances under equity incentive and benefit plans. The reissuance of shares from treasury stock is based on the weighted average purchase price of the shares.

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

	Shares		Weighted-average price per share
Treasury stock balance at January 31, 2019	22,305,464		$	46.53
Shares of treasury stock repurchased under share repurchase program	1,179,176		99.81
Shares of treasury stock reissued for equity incentive plans	(196,220	)
Treasury stock balance at July 31, 2019	23,288,420		$	49.22

As of July 31, 2019, the Company had $75.3 million available for future repurchases of its common stock under the authorized share repurchase program. In August 2019, the Company's Board of Directors authorized the repurchase of up to an additional $200.0 million of the Company's common stock.

Accumulated Other Comprehensive Income

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

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at April 30, 2019	$	3,263		$	(211	)	$	3,052
Other comprehensive income (loss) before reclassification	(31,822		)	720			(31,102		)
Reclassification of (gain) loss from AOCI into income	—			(451		)	(451		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at April 30, 2018	$	200,040		$	—	$	200,040
Other comprehensive income (loss) before reclassification	(96,982		)	—		(96,982		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes			Total
(in thousands)
Balance at January 31, 2019	$	43,786		$	—		$	43,786
Other comprehensive income (loss) before reclassification	(72,345		)	145			(72,200		)
Reclassification of (gain) loss from AOCI into income	—			(87		)	(87		)
Balance at July 31, 2019	$	(28,559	)	$	58		$	(28,501	)

	Foreign currency translation adjustment, net of taxes			Unrealized gains (losses) on cash flow hedges, net of taxes		Total
(in thousands)
Balance at January 31, 2018	$	288,292		$	—	$	288,292
Other comprehensive income (loss) before reclassification	(185,234		)	—		(185,234		)
Reclassification of (gain) loss from AOCI into income	(5,073		)	—		(5,073		)
Balance at July 31, 2018	$	97,985		$	—	$	97,985

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Income Taxes (Notes)

6 Months Ended

Jul. 31, 2019

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

NOTE 6 — INCOME TAXES

The Company's effective tax rate was 21.4% and 6.8% for the three months ended July 31, 2019 and 2018, respectively, and 22.1% and 11.7% for the six months ended July 31, 2019 and 2018, respectively. On an absolute dollar basis, the provision for income taxes increased to $21.6 million for the second quarter of fiscal 2020 compared to $5.5 million for the second quarter of fiscal 2019 and increased to $38.3 million for the first semester of fiscal 2020 compared to $14.5 million for the first semester of fiscal 2019.

The increase in both the effective tax rate and the provision for income taxes for the three and six months ended July 31, 2019, as compared to the prior year is primarily due to a $12.8 million income tax benefit that was recognized during the three and six months ended July 31, 2018. The income tax benefit was due to the Company's finalization of the geographic allocation of the purchase price for the acquisition of TS for tax reporting purposes as part of a settlement agreement with Avnet, which resulted in the recognition of a deferred tax asset in the U.S. for future tax deductions related to the amortization of goodwill for tax purposes. Additionally, the increase in the absolute dollar value of the provision for income taxes for both the three and six months ended July 31, 2019 as compared to the prior year is due to an increase in taxable earnings.

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Leases (Tables)

6 Months Ended

Jul. 31, 2019

Balance Sheet Classification of Leases [Abstract]

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

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

Fiscal year:
(in thousands)
2020 (remaining 6 months)	$	33,408
2021	63,070
2022	41,811
2023	30,247
2024	22,390
Thereafter	35,788
Total payments	$	226,714
Less amount of lease payments representing interest	(25,834		)
Total present value of lease payments	$	200,880

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

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

Operating leases	Balance sheet location	July 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	201,782
Current operating lease liabilities	Accrued expenses and other liabilities	64,361
Non-current operating lease liabilities	Other long-term liabilities	136,519

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

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

Cash flow information	Six months ended July 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	35,067
Non-cash right-of-use assets obtained in exchange for lease liabilities:	18,036

Lessee, Operating Lease, Disclosure [Table Text Block]

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

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	4.7 years
Weighted-average discount rate	4.8	%

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jul. 31, 2019	Apr. 30, 2019	Jul. 31, 2018	Apr. 30, 2018	Jul. 31, 2019	Jul. 31, 2018
Earnings Per Share [Abstract]
Net income	$ 79,250	$ 55,400	$ 75,866	$ 33,699	$ 134,650	$ 109,565
Weighted average common shares - basic	36,476,000		38,428,000		36,739,000	38,356,000
Equity based awards	185,000		138,000		225,000	209,000
Weighted average common shares - diluted	36,661,000		38,566,000		36,964,000	38,565,000
Basic Earnings Per Share	$ 2.17		$ 1.97		$ 3.67	$ 2.86
Diluted Earnings Per Share	$ 2.16		$ 1.97		$ 3.64	$ 2.84
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	692		46,727		692	46,212

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Acquisition, Integration and Restructuring Expenses | Global Business Optimization Restructuring Activity (Details) - Global Business Optimization Program - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 5,209	$ 12,735	$ 11,430	$ 18,343
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			14,798
Restructuring Charges	3,187	5,605	7,334	8,874
Payments for Restructuring			10,297
Restructuring Reserve, Translation and Other Adjustment			(220)
Restructuring Reserve - Ending Balance	11,615		11,615
Professional services
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			631
Restructuring Charges	2,022	$ 7,130	4,096	$ 9,469
Payments for Restructuring			3,825
Restructuring Reserve, Translation and Other Adjustment			(15)
Restructuring Reserve - Ending Balance	887		887
Restructuring Charges
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve - Beginning Balance			15,429
Restructuring Charges			11,430
Payments for Restructuring			14,122
Restructuring Reserve, Translation and Other Adjustment			(235)
Restructuring Reserve - Ending Balance	$ 12,502		$ 12,502

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Shareholders' Equity | Subsequent Event (Details) - USD ($) $ in Millions	Aug. 29, 2019	Feb. 26, 2019
Subsequent Event [Line Items]
Stock Repurchase Program Additional Authorized Amount		$ 100.0
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Repurchase Program Additional Authorized Amount	$ 200.0

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Derivative Instruments (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2019 USD ($)	Jul. 31, 2018 USD ($)	Jul. 31, 2019 USD ($)	Jul. 31, 2018 USD ($)
Derivative [Line Items]
Weighted Average Notional Amount Of Foreign Currency Derivatives	$ 1,200.0	$ 1,300.0	$ 1,200.0	$ 1,400.0
Derivative, Average Remaining Maturity	26 days	28 days	25 days	29 days
Net Investment Hedging [Member]
Derivative [Line Items]
Derivative, Number of Instruments Held		0		0
Cash Flow Hedging [Member]
Derivative [Line Items]
Derivative, Number of Instruments Held		0		0
Derivative, Notional Amount	$ 4.5		$ 4.5

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Leases | Supplemental Cash Flow Information Pertaining to Leases (Details) $ in Thousands	6 Months Ended
	Jul. 31, 2019 USD ($)
Supplemental Cash Flow Information Pertaining to Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 35,067
Non-cash right-of-use asset obtained in exchange for lease liability	$ 18,036

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Derivative Instruments (Notes)

6 Months Ended

Jul. 31, 2019

Derivatives [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 9 — DERIVATIVE INSTRUMENTS

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

Net Investment Hedges

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

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

Fiscal Year:	Notional Value
(in millions)
2020	$	10.8
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	626.8

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

	Three months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(5,938	)	$	—	$	3,089	Interest expense

	Six months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(3,442	)	$	—	$	3,405	Interest expense

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

Cash Flow Hedges

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

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

	Three months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	720	$	168	Interest expense
			283		Other expense, net
Total	$	720	$	451

	Six months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	145	$	288		Interest expense
			(201		)	Other expense, net
Total	$	145	$	87

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

Derivatives Not Designated as Hedges

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

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

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

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

		Gains (losses) recognized in earnings
		Three months ended July 31,						Six months ended July 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	2.1		$	5.4		$	3.0		$	12.0
Foreign currency forward contracts	Other expense, net	(3.1		)	(4.1		)	(3.3		)	(11.4		)
Total		$	(1.0	)	$	1.3		$	(0.3	)	$	0.6

The Company's average notional amounts of derivatives not designated as hedges outstanding during the three months ended July 31, 2019 and 2018 were approximately $1.2 billion and $1.3 billion, respectively, with average maturities of 26 days and 28 days, respectively. The Company's average notional amounts of derivatives not designated as hedges outstanding during the six months ended July 31, 2019 and 2018 were approximately $1.2 billion and $1.4 billion, respectively, with average maturities of 25 days and 29 days, respectively. As discussed above, under the Company's hedging policies, gains and losses on these derivative financial instruments are largely offset by the gains and losses on the underlying assets or liabilities being hedged.

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

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Debt (Notes)

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 5 — DEBT

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

As of:	July 31, 2019			January 31, 2019
Senior Notes, interest at 3.70% payable semi-annually, due February 15, 2022	$	500,000		$	500,000
Senior Notes, interest at 4.95% payable semi-annually, due February 15, 2027	500,000			500,000
Less—unamortized debt discount and debt issuance costs	(6,410		)	(7,166		)
Senior Notes, net	993,590			992,834
Term Loans, interest rate of 6.00% and 3.99% at July 31, 2019 and January 31, 2019, respectively	300,000			300,000
Other committed and uncommitted revolving credit facilities, average interest rate of 8.08% and 8.05% at July 31, 2019 and January 31, 2019, respectively	123,759			102,271
Other long-term debt	8,316			15,817
	1,425,665			1,410,922
Less—current maturities (included as “revolving credit loans and current maturities of long-term debt, net”)	(128,453		)	(110,368		)
Total long-term debt	$	1,297,212		$	1,300,554

Senior Notes

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

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

Other Credit Facilities

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

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

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

transfers certain U.S. trade receivables into a wholly-owned bankruptcy remote special purpose entity. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $1.6 billion and $1.7 billion at July 31, 2019 and January 31, 2019, respectively. As collections reduce accounts receivable balances included in the collateral pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. Interest is to be paid on advances under the Receivables Securitization Program at the applicable commercial paper or LIBOR rate plus an agreed-upon margin. There were no amounts outstanding under the Receivables Securitization Program at July 31, 2019 and January 31, 2019.

In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit, short-term loans and overdraft facilities totaling approximately $433.2 million at July 31, 2019 to support its operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal. There was $123.8 million outstanding on these facilities at July 31, 2019, at a weighted average interest rate of 8.08%, and there was $102.3 million outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At July 31, 2019, the Company had also issued standby letters of credit of $23.7 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of certain of these letters of credit reduces the Company's borrowing availability under certain of the above-mentioned credit facilities.

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

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Gain on Disposal of Subsidiary (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Consideration		$ 15,300		$ 15,300
Translation Adjustment Functional to Reporting Currency, Gain (Loss), Reclassified to Earnings, Net of Tax				5,100
Gain on disposal of subsidiary	$ 0	$ 6,717	$ 0	6,717
Europe
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposal of subsidiary				$ 6,700

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Segment Information (Tables)

6 Months Ended

Jul. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Three months ended July 31,						Six months ended July 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,316,731		$	4,043,331		$	8,105,929		$	7,661,537
Europe	4,439,627			4,549,127			8,749,127			9,210,829
Asia-Pacific	335,886			293,643			643,612			562,054
Total	$	9,092,244		$	8,886,101		$	17,498,668		$	17,434,420
Operating income:
Americas (2), (3)	$	93,085		$	87,930		$	161,718		$	149,272
Europe (4), (5)	37,649			29,085			74,069			46,403
Asia-Pacific	2,068			1,318			2,944			741
Stock-based compensation expense	(8,055		)	(7,968		)	(16,360		)	(15,555		)
Total	$	124,747		$	110,365		$	222,371		$	180,861
Depreciation and amortization:
Americas	$	23,790		$	23,591		$	47,439		$	46,850
Europe	12,021			14,016			23,531			29,007
Asia-Pacific	1,691			2,311			3,789			4,542
Total	$	37,502		$	39,918		$	74,759		$	80,399
Capital expenditures:
Americas	$	10,526		$	8,233		$	18,798		$	12,612
Europe	6,658			5,362			12,785			9,079
Asia-Pacific	1,047			673			1,927			1,032
Total	$	18,231		$	14,268		$	33,510		$	22,723

As of:	July 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,569,530	$	5,402,316
Europe	5,870,713		6,970,822
Asia-Pacific	614,812		613,414
Total	$	12,055,055	$	12,986,552
Long-lived assets:
Americas (1)	$	216,638	$	217,863
Europe	51,310		52,162
Asia-Pacific	5,180		4,892
Total	$	273,128	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,057,818	$	1,083,699
Europe	542,938		575,776
Asia-Pacific	57,014		60,154
Total	$	1,657,770	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended July 31, 2019 and 2018, and 90% and 89%, respectively, of the total Americas' net sales for the six months ended July 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both July 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.3 million and $(0.9) million, respectively. Operating income in the Americas for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $4.3 million and $13.1 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $5.2 million for the three months ended July 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $8.2 million for the six months ended July 31, 2019 and 2018, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).

(4) Operating income in Europe for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.2 million and $13.3 million, respectively. Operating income in Europe for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $6.3 million and $31.3 million, respectively.

(5)

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

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Acquisition, Integration and Restructuring Expenses | TS Acquisition (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2017	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Business Acquisition
Business Acquisition, Effective Date of Acquisition	Feb. 27, 2017
Acquisition, integration and restructuring expenses		$ 5,209	$ 13,297	$ 11,430	$ 46,522
TS
Business Acquisition
Payments to Acquire Businesses, Gross	$ 2,500,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,785,402
Business Combination, Consideration Transferred	$ 2,800,000
Acquisition, integration and restructuring expenses			$ 562		28,179
Deferred Other Tax Expense (Benefit)					(12,800)
Working Capital Adjustment Gain/Loss [Domain] | TS
Business Acquisition
Acquisition, integration and restructuring expenses					$ (9,600)

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Acquisition, Integration and Restructuring Expenses (Tables)

6 Months Ended

Jul. 31, 2019

TS

Restructuring Cost and Reserve [Line Items]

Acquisition and integration expenses [Table Text Block]

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

	Three months ended July 31,			Six months ended July 31,
	2018			2018
(in thousands)
Restructuring costs	$	3,777		$	14,649
IT related costs	1,156			8,486
Professional services	839			4,406
Transaction related costs	315			1,193
Other (income) costs	(5,525		)	(555		)
Total	$	562		$	28,179

Global Business Optimization Program

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,341	$	6,485	$	4,252	$	7,336
Europe	3,229		6,125		6,253		10,882
Asia-Pacific	639		125		925		125
Total	$	5,209	$	12,735	$	11,430	$	18,343

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

	Three months ended July 31,				Six months ended July 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	3,187	$	5,605	$	7,334	$	8,874	$	33,761
Professional services and other costs	2,022		7,130		4,096		9,469		20,210
Total	$	5,209	$	12,735	$	11,430	$	18,343	$	53,971

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

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

	Six months ended July 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	7,334			4,096			11,430
Cash payments	(10,297		)	(3,825		)	(14,122		)
Foreign currency translation	(220		)	(15		)	(235		)
Balance at July 31, 2019	$	11,615		$	887		$	12,502

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Segment Information (Notes)

6 Months Ended

Jul. 31, 2019

Segment Reporting [Abstract]

Segment Reporting

NOTE 13 — SEGMENT INFORMATION

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

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

	Three months ended July 31,						Six months ended July 31,
	2019			2018			2019			2018
Net sales:
Americas (1)	$	4,316,731		$	4,043,331		$	8,105,929		$	7,661,537
Europe	4,439,627			4,549,127			8,749,127			9,210,829
Asia-Pacific	335,886			293,643			643,612			562,054
Total	$	9,092,244		$	8,886,101		$	17,498,668		$	17,434,420
Operating income:
Americas (2), (3)	$	93,085		$	87,930		$	161,718		$	149,272
Europe (4), (5)	37,649			29,085			74,069			46,403
Asia-Pacific	2,068			1,318			2,944			741
Stock-based compensation expense	(8,055		)	(7,968		)	(16,360		)	(15,555		)
Total	$	124,747		$	110,365		$	222,371		$	180,861
Depreciation and amortization:
Americas	$	23,790		$	23,591		$	47,439		$	46,850
Europe	12,021			14,016			23,531			29,007
Asia-Pacific	1,691			2,311			3,789			4,542
Total	$	37,502		$	39,918		$	74,759		$	80,399
Capital expenditures:
Americas	$	10,526		$	8,233		$	18,798		$	12,612
Europe	6,658			5,362			12,785			9,079
Asia-Pacific	1,047			673			1,927			1,032
Total	$	18,231		$	14,268		$	33,510		$	22,723

As of:	July 31, 2019		January 31, 2019
Identifiable assets:
Americas	$	5,569,530	$	5,402,316
Europe	5,870,713		6,970,822
Asia-Pacific	614,812		613,414
Total	$	12,055,055	$	12,986,552
Long-lived assets:
Americas (1)	$	216,638	$	217,863
Europe	51,310		52,162
Asia-Pacific	5,180		4,892
Total	$	273,128	$	274,917
Goodwill & acquisition-related intangible assets, net:
Americas	$	1,057,818	$	1,083,699
Europe	542,938		575,776
Asia-Pacific	57,014		60,154
Total	$	1,657,770	$	1,719,629

(1) Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended July 31, 2019 and 2018, and 90% and 89%, respectively, of the total Americas' net sales for the six months ended July 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both July 31, 2019 and January 31, 2019.

(2) Operating income in the Americas for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.3 million and $(0.9) million, respectively. Operating income in the Americas for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $4.3 million and $13.1 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

(3) Operating income in the Americas includes a gain related to legal settlements and other, net, of $5.2 million for the three months ended July 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $8.2 million for the six months ended July 31, 2019 and 2018, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).

(4) Operating income in Europe for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.2 million and $13.3 million, respectively. Operating income in Europe for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $6.3 million and $31.3 million, respectively.

(5)

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

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Derivative Instruments (Tables)

6 Months Ended

Jul. 31, 2019

Schedule of Cash Flow Hedges in AOCI [Abstract]

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

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

Fiscal Year:	Notional Value
(in millions)
2020	$	10.8
2021	21.6
2022	21.6
2023	267.0
2024	12.4
Thereafter	293.4
Total	$	626.8

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

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

	Three months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(5,938	)	$	—	$	3,089	Interest expense

	Six months ended July 31, 2019
Derivatives designated as net investment hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)			Amount of gain (loss) reclassified from AOCI into income		Amount of gain (loss) recognized in income (amount excluded from effectiveness testing)		Location of gain (loss) recognized in income (amount excluded from effectiveness testing)
(in thousands)
Foreign currency forward contracts	$	(3,442	)	$	—	$	3,405	Interest expense

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

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

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

	Three months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income		Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	720	$	168	Interest expense
			283		Other expense, net
Total	$	720	$	451

	Six months ended July 31, 2019
Derivatives designated as cash flow hedges:	Amount of gain (loss) recognized in other comprehensive income (loss)		Amount of gain (loss) reclassified from AOCI into income			Location of gain (loss) reclassified from AOCI into income
(in thousands)
Cross-currency swap	$	145	$	288		Interest expense
			(201		)	Other expense, net
Total	$	145	$	87

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

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

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

		Gains (losses) recognized in earnings
		Three months ended July 31,						Six months ended July 31,
Derivatives not designated as hedges	Income statement location	2019			2018			2019			2018
(in millions)
Foreign currency forward contracts	Cost of products sold	$	2.1		$	5.4		$	3.0		$	12.0
Foreign currency forward contracts	Other expense, net	(3.1		)	(4.1		)	(3.3		)	(11.4		)
Total		$	(1.0	)	$	1.3		$	(0.3	)	$	0.6

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Derivative Instruments | Derivatives not Designated as Hedges (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (1.0)	$ 1.3	$ (0.3)	$ 0.6
Cost of Sales [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	2.1	5.4	3.0	12.0
Nonoperating Income (Expense) [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (3.1)	$ (4.1)	$ (3.3)	$ (11.4)

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Debt | Senior Notes (Details) - Senior Notes - USD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019	Jan. 31, 2017
3.70% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	$ 500,000	$ 500,000	$ 500,000
Debt Instrument, Redemption Price, Discounted Scheduled Payments, Discount Rate, Basis Spread on Variable Rate			0.30%
Debt Instrument, Interest Rate, Stated Percentage			3.70%
4.95% Senior Notes
Debt Instrument
Debt Instrument, Face Amount	$ 500,000	$ 500,000	$ 500,000
Debt Instrument, Redemption Price, Discounted Scheduled Payments, Discount Rate, Basis Spread on Variable Rate			0.40%
Debt Instrument, Interest Rate, Stated Percentage			4.95%

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Life Insurance, Corporate or Bank Owned, Amount	$ 42,700	$ 39,200
Deferred Compensation Liability, Current and Noncurrent	42,600	39,100
Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Carrying Value of Senior Notes, net	993,590	992,834
Fair Value, Inputs, Level 1 | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Debt Instrument, Fair Value Disclosure	1,030,000	988,000
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value	5,919	0
Fair Value, Inputs, Level 2 | Other Current Assets [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Net investment hedges - foreign currency forward contracts	254	0
Cash flow hedge - cross-currency swap	137	0
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value	5,214	3,830
Fair Value, Inputs, Level 2 | Other Noncurrent Assets [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Net investment hedges - foreign currency forward contracts	5,628	0
Fair Value, Inputs, Level 2 | Other Current Liabilities [Member] | Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash flow hedge - cross-currency swap	143	0
Net investment hedges - foreign currency forward contracts	$ 3,237	$ 6,641

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Consolidated Statement of Shareholders' Equity Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Common Stock, Shares, Issued at Jan. 31, 2018	59,246,000
Stockholders' Equity Balance at Jan. 31, 2018	$ 2,921,492	$ 89	$ 827,301	$ (940,124)	$ 2,745,934	$ 288,292
Issuance of treasury stock for benefit plan and equity-based awards exercised	(5,814)	0	(12,771)	6,957	0	0
Stock-based compensation expense	7,587	0	7,587	0	0	0
Other comprehensive income (loss)	(88,252)	0	0	0	0	(88,252)
Net income	33,699	0	0	0	33,699	0
Stockholders' Equity Balance at Apr. 30, 2018	$ 2,868,712	89	822,117	(933,167)	2,779,633	200,040
Common Stock, Shares, Issued at Jan. 31, 2018	59,246,000
Stockholders' Equity Balance at Jan. 31, 2018	$ 2,921,492	89	827,301	(940,124)	2,745,934	288,292
Other comprehensive income (loss)	(190,307)
Net income	109,565
Stockholders' Equity Balance at Jul. 31, 2018	$ 2,850,711	89	829,002	(931,864)	2,855,499	97,985
Common Stock, Shares, Issued at Apr. 30, 2018	59,246,000
Stockholders' Equity Balance at Apr. 30, 2018	$ 2,868,712	89	822,117	(933,167)	2,779,633	200,040
Issuance of treasury stock for benefit plan and equity-based awards exercised	220	0	(1,083)	1,303	0	0
Stock-based compensation expense	7,968	0	7,968	0	0	0
Other comprehensive income (loss)	(102,055)	0	0	0	0	(102,055)
Net income	75,866	0	0	0	75,866	0
Stockholders' Equity Balance at Jul. 31, 2018	$ 2,850,711	89	829,002	(931,864)	2,855,499	97,985
Common Stock, Shares, Issued at Jan. 31, 2019	59,246,000
Stockholders' Equity Balance at Jan. 31, 2019	$ 2,936,723	89	844,206	(1,037,872)	3,086,514	43,786
Repurchases of common stock	(35,681)	0	0	(35,681)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	(8,107)	0	(16,003)	7,896	0	0
Stock-based compensation expense	8,305	0	8,305	0	0	0
Other comprehensive income (loss)	(40,734)	0	0	0	0	(40,734)
Net income	55,400	0	0	0	55,400	0
Stockholders' Equity Balance at Apr. 30, 2019	$ 2,915,906	89	836,508	(1,065,657)	3,141,914	3,052
Common Stock, Shares, Issued at Jan. 31, 2019	59,246,000
Stockholders' Equity Balance at Jan. 31, 2019	$ 2,936,723	89	844,206	(1,037,872)	3,086,514	43,786
Other comprehensive income (loss)	(72,287)
Net income	134,650
Stockholders' Equity Balance at Jul. 31, 2019	$ 2,889,622	89	843,159	(1,146,289)	3,221,164	(28,501)
Common Stock, Shares, Issued at Apr. 30, 2019	59,246,000
Stockholders' Equity Balance at Apr. 30, 2019	$ 2,915,906	89	836,508	(1,065,657)	3,141,914	3,052
Repurchases of common stock	(82,011)	0	0	(82,011)	0	0
Issuance of treasury stock for benefit plan and equity-based awards exercised	(25)	0	(1,404)	1,379	0	0
Stock-based compensation expense	8,055	0	8,055	0	0	0
Other comprehensive income (loss)	(31,553)	0	0	0	0	(31,553)
Net income	79,250	0	0	0	79,250	0
Stockholders' Equity Balance at Jul. 31, 2019	$ 2,889,622	$ 89	$ 843,159	$ (1,146,289)	$ 3,221,164	$ (28,501)

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Consolidated Balance Sheet - USD ($) $ in Thousands	Jul. 31, 2019	Jan. 31, 2019
Current assets:
Cash and cash equivalents	$ 738,265	$ 799,123
Accounts receivable, net	5,390,102	6,241,740
Inventories	3,115,899	3,297,385
Prepaid expenses and other assets	360,027	354,601
Total current assets	9,604,293	10,692,849
Property and equipment, net	273,128	274,917
Goodwill	880,657	892,990
Intangible assets, net	899,076	950,858
Other assets, net	397,901	174,938
Total assets	12,055,055	12,986,552
Current liabilities:
Accounts payable	6,459,858	7,496,466
Accrued expenses and other liabilities	987,418	1,000,126
Revolving credit loans and current maturities of long-term debt, net	128,453	110,368
Total current liabilities	7,575,729	8,606,960
Long-term debt, less current maturities	1,297,212	1,300,554
Other long-term liabilities	292,492	142,315
Total liabilities	9,165,433	10,049,829
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,245,585 shares issued at July 31, 2019 and January 31, 2019	89	89
Additional paid-in capital	843,159	844,206
Treasury stock, at cost (23,288,420 and 22,305,464 shares at July 31, 2019 and January 31, 2019)	(1,146,289)	(1,037,872)
Retained earnings	3,221,164	3,086,514
Accumulated other comprehensive (loss) income	(28,501)	43,786
Total shareholders' equity	2,889,622	2,936,723
Total liabilities and shareholders' equity	$ 12,055,055	$ 12,986,552

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Leases | Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jul. 31, 2019	Apr. 30, 2019
Maturities of Operating Lease Liabilities [Abstract]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 33,408
Lessee, Operating Lease, Liability, Payments, Due Year Two	63,070
Lessee, Operating Lease, Liability, Payments, Due Year Three	41,811
Lessee, Operating Lease, Liability, Payments, Due Year Four	30,247
Lessee, Operating Lease, Liability, Payments, Due Year Five	22,390
Lessee, Operating Lease, Liability, Payments, Due after Year Five	35,788
Lessee, Operating Lease, Liability, Payments, Due	226,714
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(25,834)
Operating Lease, Liability	$ 200,880	$ 205,800

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Shareholders' Equity | Company's Common Share Repurchase and Issuance Activity (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jul. 31, 2019	Feb. 26, 2019	Jan. 31, 2019
Treasury Stock Roll Forward
Stock Repurchase Program Additional Authorized Amount		$ 100.0
Change in Treasury Stock
Treasury stock balance at January 31, 2019	22,305,464
Shares of treasury stock repurchased	1,179,176
Treasury Stock Acquired, Average Cost Per Share	$ 99.81
Treasury stock balance at July 31, 2019	23,288,420
Treasury Stock Held, Average Cost Per Share	$ 49.22		$ 46.53
Equity Incentive Plans
Change in Treasury Stock
Shares of Treasury Stock Reissued for Equity Incentive Plans	196,220

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Business And Summary Of Significant Accounting Policies | Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands	Jul. 31, 2019	Apr. 30, 2019
New Accounting Pronouncement
Operating Lease, Right-of-Use Asset	$ 201,782	$ 206,800
Operating Lease, Liability	$ 200,880	$ 205,800

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Acquisition, Integration and Restructuring Expenses | Global Business Optimization Program (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses	$ 5,209	$ 13,297	$ 11,430	$ 46,522
Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	5,209	12,735	11,430	18,343
Restructuring and Related Cost, Cost Incurred to Date	53,971		53,971
Restructuring Charges | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges			11,430
Employee Severance | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	3,187	5,605	7,334	8,874
Restructuring and Related Cost, Cost Incurred to Date	33,761		33,761
Professional services | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	2,022	7,130	4,096	9,469
Restructuring and Related Cost, Cost Incurred to Date	20,210		20,210
Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	70,000		70,000
Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	80,000		80,000
Europe
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		13,300		31,300
Restructuring Charges	3,229		6,300
Europe | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges		6,125		10,882
Europe | Restructuring Charges
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		3,700		11,100
Europe | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	40,000		40,000
Europe | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	45,000		45,000
Americas
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		(900)		13,100
Restructuring Charges	1,341		4,252
Americas | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges		6,485		7,336
Americas | Restructuring Charges
Restructuring Cost and Reserve
Acquisition, integration and restructuring expenses		100		3,500
Americas | Minimum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	30,000		30,000
Americas | Maximum | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	35,000		35,000
Asia-Pacific | Global Business Optimization Program
Restructuring Cost and Reserve
Restructuring Charges	$ 639	$ 125	$ 925	$ 125

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Leases (Notes)

6 Months Ended

Jul. 31, 2019

Leases [Abstract]

Lessee, Operating Leases [Text Block]

NOTE 11 — LEASES

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

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

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

Fiscal year:
(in thousands)
2020 (remaining 6 months)	$	33,408
2021	63,070
2022	41,811
2023	30,247
2024	22,390
Thereafter	35,788
Total payments	$	226,714
Less amount of lease payments representing interest	(25,834		)
Total present value of lease payments	$	200,880

Rental expense for all operating leases totaled $21.8 million and $43.4 million during the three and six months ended July 31, 2019. These costs primarily relate to fixed costs for long-term operating leases, but also include immaterial amounts for variable lease costs and short-term operating leases.

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

Operating leases	Balance sheet location	July 31, 2019
(in thousands)
Operating lease right-of-use assets	Other assets, net	$	201,782
Current operating lease liabilities	Accrued expenses and other liabilities	64,361
Non-current operating lease liabilities	Other long-term liabilities	136,519

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

Cash flow information	Six months ended July 31, 2019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	$	35,067
Non-cash right-of-use assets obtained in exchange for lease liabilities:	18,036

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

Operating lease term and discount rate	Operating Leases
Weighted-average remaining lease term	4.7 years
Weighted-average discount rate	4.8	%

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Stock-Based Compensation (Notes)

6 Months Ended

Jul. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

NOTE 7 — STOCK-BASED COMPENSATION

For the six months ended July 31, 2019 and 2018, the Company recorded $16.4 million and $15.6 million, respectively, of stock-based compensation expense.

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

Restricted stock units

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

	Shares
Nonvested at January 31, 2019	649,122
Granted	227,543
Vested	(257,325	)
Canceled	(23,628	)
Nonvested at July 31, 2019	595,712

Performance based restricted stock units

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

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(15,606	)
Nonvested at July 31, 2019	369,385

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Acquisition, Integration and Restructuring Expenses (Notes)

6 Months Ended

Jul. 31, 2019

Acquisition, Integration and Restructuring Expenses [Abstract]

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

NOTE 3 — ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES

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

Acquisition of TS

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

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

	Three months ended July 31,			Six months ended July 31,
	2018			2018
(in thousands)
Restructuring costs	$	3,777		$	14,649
IT related costs	1,156			8,486
Professional services	839			4,406
Transaction related costs	315			1,193
Other (income) costs	(5,525		)	(555		)
Total	$	562		$	28,179

During the three months ended July 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $0.1 million in the Americas and $3.7 million in Europe. During the six months ended July 31, 2018, the Company recorded restructuring costs related to the acquisition of TS of $3.5 million in the Americas and $11.1 million in Europe.

Global Business Optimization Program

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

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

	Three months ended July 31,				Six months ended July 31,				Cumulative Amounts Incurred to Date
	2019		2018		2019		2018
(in thousands)
Severance costs	$	3,187	$	5,605	$	7,334	$	8,874	$	33,761
Professional services and other costs	2,022		7,130		4,096		9,469		20,210
Total	$	5,209	$	12,735	$	11,430	$	18,343	$	53,971

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands)
Americas	$	1,341	$	6,485	$	4,252	$	7,336
Europe	3,229		6,125		6,253		10,882
Asia-Pacific	639		125		925		125
Total	$	5,209	$	12,735	$	11,430	$	18,343

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

	Six months ended July 31, 2019
	Severance			Professional services and other costs			Total
(in thousands)
Balance at January 31, 2019	$	14,798		$	631		$	15,429
Fiscal 2020 restructuring expenses	7,334			4,096			11,430
Cash payments	(10,297		)	(3,825		)	(14,122		)
Foreign currency translation	(220		)	(15		)	(235		)
Balance at July 31, 2019	$	11,615		$	887		$	12,502

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Stock-Based Compensation (Tables)

6 Months Ended

Jul. 31, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

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

	Shares
Nonvested at January 31, 2019	649,122
Granted	227,543
Vested	(257,325	)
Canceled	(23,628	)
Nonvested at July 31, 2019	595,712

Schedule of Nonvested Performance-based Units Activity

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

	Shares
Nonvested at January 31, 2019	293,216
Granted	108,771
Vested	(16,996	)
Canceled	(15,606	)
Nonvested at July 31, 2019	369,385

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Business And Summary Of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2019

Revenue from Contract with Customer [Abstract]

Concentration Risk

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

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Apple, Inc.	14%	14%	13%	14%
Cisco Systems, Inc.	12%	11%	11%	11%
HP Inc.	11%	12%	11%	12%

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Consolidated Statement Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Income Statement [Abstract]
Net sales	$ 9,092,244	$ 8,886,101	$ 17,498,668	$ 17,434,420
Cost of products sold	8,530,594	8,359,071	16,427,639	16,384,273
Gross profit	561,650	527,030	1,071,029	1,050,147
Selling, general and administrative expenses	431,694	415,319	837,510	837,680
Acquisition, integration and restructuring expenses	5,209	13,297	11,430	46,522
Legal settlements and other, net	0	(5,234)	(282)	(8,199)
Gain on disposal of subsidiary	0	(6,717)	0	(6,717)
Operating expenses	436,903	416,665	848,658	869,286
Operating income	124,747	110,365	222,371	180,861
Interest expense	20,986	28,053	47,243	53,975
Other expense, net	2,896	901	2,203	2,818
Income before income taxes	100,865	81,411	172,925	124,068
Provision for income taxes	21,615	5,545	38,275	14,503
Net income	$ 79,250	$ 75,866	$ 134,650	$ 109,565
Earnings per share:
Basic	$ 2.17	$ 1.97	$ 3.67	$ 2.86
Diluted	$ 2.16	$ 1.97	$ 3.64	$ 2.84
Weighted average common shares outstanding:
Basic	36,476	38,428	36,739	38,356
Diluted	36,661	38,566	36,964	38,565

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Business And Summary Of Significant Accounting Policies (Notes)

6 Months Ended

Jul. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure

NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

Principles of Consolidation

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

Basis of Presentation

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

Seasonality

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

Revenue Recognition

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

The Company has contracts with certain customers where the Company’s performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the Company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to certain fulfillment contracts, as well as sales of software services and extended warranty services.

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

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

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

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

	Three months ended July 31,		Six months ended July 31,
	2019	2018	2019	2018
Apple, Inc.	14%	14%	13%	14%
Cisco Systems, Inc.	12%	11%	11%	11%
HP Inc.	11%	12%	11%	12%

Legal settlements and other, net

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

Accounts Receivable Purchase Agreements

The Company has uncommitted accounts receivable purchase agreements under which certain accounts receivable may be sold, without recourse, to third-party financial institutions. Under these programs, the Company may sell certain accounts receivable in exchange for cash less a discount, as defined in the agreements. Available capacity under these programs, which the Company uses as a source of working capital funding, is dependent on the level of accounts receivable eligible to be sold into these programs and the financial institutions' willingness to purchase such receivables. In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable. At July 31, 2019 and January 31, 2019, the Company had a total of $938 million and $1.1 billion, respectively, of outstanding accounts receivable sold to and held by financial institutions under these agreements. During the three months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $4.0 million and $3.7 million, respectively, and during the six months ended July 31, 2019 and 2018, discount fees recorded under these facilities were $7.7 million and $6.3 million, respectively. These discount fees are included as a component of "other expense, net" in the Consolidated Statement of Income.

Recently Adopted Accounting Standards

In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new guidance, for all leases, interest expense and amortization of the right-of-use asset are recorded for leases determined to be finance leases and straight-line lease expense is recorded for leases determined to be operating leases. Lessees are required to initially recognize assets for the right to use the leased assets and liabilities for the obligations created by those leases. In July 2018, the FASB issued additional updates to the new accounting standard which provided entities with a transition option to initially account for the impact of the adoption with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard and elected this transition option during the quarter ending April 30, 2019. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical accounting relating to lease identification and classification for existing leases at the time of adoption. The adoption of this standard resulted in the Company recognizing initial right-of-use assets of $206.8 million and corresponding lease liabilities of $205.8 million as of April 30, 2019. The adoption of this standard had no impact on the Company's Consolidated Statements of Income and Cash Flows. See Note 11 – Leases for additional information.

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

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

Recently Issued Accounting Standards

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

Reclassifications

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

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Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
		Jul. 31, 2019	Jul. 31, 2018		Jul. 31, 2019	Jul. 31, 2018		Jan. 31, 2019
Segment Reporting Information
Net sales		$ 9,092,244	$ 8,886,101		$ 17,498,668	$ 17,434,420
Operating income:		124,747	110,365		222,371	180,861
Stock-based compensation expense		(8,055)	(7,968)		(16,360)	(15,555)
Depreciation and amortization:		37,502	39,918		74,759	80,399
Capital expenditures:		18,231	14,268		33,510	22,723
Identifiable assets:		12,055,055			12,055,055			$ 12,986,552
Long-lived assets:		273,128			273,128			274,917
Goodwill & acquisition-related intangible assets, net:		1,657,770			1,657,770			1,719,629
Legal settlements and other, net		0	(5,234)		(282)	(8,199)
Acquisition, integration and restructuring expenses		5,209	13,297		11,430	46,522
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal		0	6,717		0	6,717
Americas
Segment Reporting Information
Net sales	[1]	4,316,731	4,043,331		8,105,929	7,661,537
Operating income:	[2],[3]	93,085	87,930		161,718	149,272
Depreciation and amortization:		$ 23,790	$ 23,591		$ 47,439	$ 46,850
Sales to unaffiliated customers, as percentage of total sales		91.00%	91.00%		90.00%	89.00%
Capital expenditures:		$ 10,526	$ 8,233		$ 18,798	$ 12,612
Identifiable assets:		5,569,530			5,569,530			5,402,316
Long-lived assets:	[1]	216,638			216,638			217,863
Goodwill & acquisition-related intangible assets, net:		$ 1,057,818			$ 1,057,818			$ 1,083,699
Long-lived assets, as percentage of total assets		96.00%			96.00%			96.00%
Restructuring Charges		$ 1,341			$ 4,252
Legal settlements and other, net			(5,200)		(300)	(8,200)
Acquisition, integration and restructuring expenses			(900)			13,100
Europe
Segment Reporting Information
Net sales		4,439,627	4,549,127		8,749,127	9,210,829
Operating income:	[4]	37,649	29,085	[5]	74,069	46,403	[5]
Depreciation and amortization:		12,021	14,016		23,531	29,007
Capital expenditures:		6,658	5,362		12,785	9,079
Identifiable assets:		5,870,713			5,870,713			$ 6,970,822
Long-lived assets:		51,310			51,310			52,162
Goodwill & acquisition-related intangible assets, net:		542,938			542,938			575,776
Restructuring Charges		3,229			6,300
Acquisition, integration and restructuring expenses			13,300			31,300
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal						6,700
Asia-Pacific
Segment Reporting Information
Net sales		335,886	293,643		643,612	562,054
Operating income:		2,068	1,318		2,944	741
Depreciation and amortization:		1,691	2,311		3,789	4,542
Capital expenditures:		1,047	$ 673		1,927	$ 1,032
Identifiable assets:		614,812			614,812			613,414
Long-lived assets:		5,180			5,180			4,892
Goodwill & acquisition-related intangible assets, net:		$ 57,014			$ 57,014			$ 60,154

[1] Net sales in the United States represented 91% of the total Americas' net sales for both the three months ended July 31, 2019 and 2018, and 90% and 89%, respectively, of the total Americas' net sales for the six months ended July 31, 2019 and 2018. Total long-lived assets in the United States represented 96% of the Americas' total long-lived assets at both July 31, 2019 and January 31, 2019.

[2] Operating income in the Americas includes a gain related to legal settlements and other, net, of $5.2 million for the three months ended July 31, 2018. Operating income in the Americas includes a gain related to legal settlements and other, net, of $0.3 million and $8.2 million for the six months ended July 31, 2019 and 2018, respectively (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies).

[3] Operating income in the Americas for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $1.3 million and $(0.9) million, respectively. Operating income in the Americas for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $4.3 million and $13.1 million, respectively (see further discussion in Note 3 – Acquisition, Integration and Restructuring Expenses).

[4] Operating income in Europe for the three months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $3.2 million and $13.3 million, respectively. Operating income in Europe for the six months ended July 31, 2019 and 2018 includes acquisition, integration and restructuring expenses of $6.3 million and $31.3 million, respectively.

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

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Tax [Line Items]
Effective Income Tax Rate Reconciliation, Percent	21.40%	6.80%	22.10%	11.70%
Provision for income taxes	$ 21,615	$ 5,545	$ 38,275	$ 14,503
TS
Tax [Line Items]
Deferred Other Tax Expense (Benefit)				$ (12,800)

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Derivative Instruments | Net Investment Hedges - Impact on AOCI (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2019
Net Investment Hedges - Impact on AOCI [Abstract]
Gain (loss) recognized in other comprehensive income (loss)	$ (5,938)	$ (3,442)
Gain (loss) reclassified from accumulated OCI into income	0	0
Gain (loss) recognized in income, amount excluded from effectiveness testing	$ 3,089	$ 3,405

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 31, 2019

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

Fair Value, Assets Measured on Recurring Basis

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

		July 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	254			$	—
Foreign currency forward contracts	Other assets, net		5,628				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		137				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		5,214				3,830
LIABILITIES
Net investment hedges:
Foreign currency forward contracts	Other long-term liabilities		$	5,919			$	—
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		143				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		3,237				6,641

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Earnings Per Share (Tables)

6 Months Ended

Jul. 31, 2019

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

Schedule of Earnings Per Share, Basic and Diluted

The composition of basic and diluted EPS is as follows:

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	79,250	$	75,866	$	134,650	$	109,565
Weighted average common shares - basic	36,476		38,428		36,739		38,356
Effect of dilutive securities:
Equity based awards	185		138		225		209
Weighted average common shares - diluted	36,661		38,566		36,964		38,565
Earnings per share:
Basic	$	2.17	$	1.97	$	3.67	$	2.86
Diluted	$	2.16	$	1.97	$	3.64	$	2.84

For the three months ended July 31, 2019 and 2018, there were 692 and 46,727 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the six months ended July 31, 2019 and 2018, there were 692 and 46,212 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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Earnings Per Share (Notes)

6 Months Ended

Jul. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 2 — EARNINGS PER SHARE ("EPS")

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

	Three months ended July 31,				Six months ended July 31,
	2019		2018		2019		2018
(in thousands, except per share data)
Net income	$	79,250	$	75,866	$	134,650	$	109,565
Weighted average common shares - basic	36,476		38,428		36,739		38,356
Effect of dilutive securities:
Equity based awards	185		138		225		209
Weighted average common shares - diluted	36,661		38,566		36,964		38,565
Earnings per share:
Basic	$	2.17	$	1.97	$	3.67	$	2.86
Diluted	$	2.16	$	1.97	$	3.64	$	2.84

For the three months ended July 31, 2019 and 2018, there were 692 and 46,727 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the six months ended July 31, 2019 and 2018, there were 692 and 46,212 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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Consolidated Statement Of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 79,250	$ 75,866	$ 134,650	$ 109,565
Other comprehensive loss:
Foreign currency translation adjustment, net of tax	(31,822)	(102,055)	(72,345)	(190,307)
Unrealized gain on cash flow hedges, net of tax	269	0	58	0
Other comprehensive income (loss)	(31,553)	(102,055)	(72,287)	(190,307)
Total comprehensive income (loss)	$ 47,697	$ (26,189)	$ 62,363	$ (80,742)

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Document And Entity Information - $ / shares	6 Months Ended
	Jul. 31, 2019	Aug. 29, 2019	Jan. 31, 2019
Document and Entity Information [Abstract]
Title of 12(b) Security	Common stock, par value $.0015 per share
Common Stock, Par or Stated Value Per Share	$ 0.0015		$ 0.0015
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Jul. 31, 2019
Document Transition Report	false
Entity File Number	0-14625
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Trading Symbol	TECD
Entity Registrant Name	TECH DATA CORPORATION
Entity Central Index Key	0000790703
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		35,601,760
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	5350 Tech Data Drive
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Tax Identification Number	59-1578329
Entity Address, Postal Zip Code	33760
City Area Code	727
Local Phone Number	539-7429
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Shell Company	false

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Debt | Other Credit Facilities (Details) - USD ($)	Aug. 02, 2019	Jul. 31, 2019	Jan. 31, 2019	Nov. 02, 2016
Line of Credit Facility
Accounts receivable, net		$ 5,390,102,000	$ 6,241,740,000
Standby Letters Of Credit		23,700,000
Credit Agreement
Line of Credit Facility
Line of Credit, Amount Outstanding		0	$ 0
Line of Credit Facility, Maximum Borrowing Capacity		1,750,000,000
Line of Credit Facility, Current Borrowing Capacity		$ 1,500,000,000
Term loan credit agreement
Line of Credit Facility
Debt Instrument, Face Amount				$ 1,000,000,000.0
Term loan credit agreement | 5 year maturity
Line of Credit Facility
Debt Instrument, Interest Rate, Stated Percentage		6.00%	3.99%
2016 Term loan credit agreement [Member] | 5 year maturity
Line of Credit Facility
Debt Instrument, Face Amount		$ 300,000,000	$ 300,000,000
Receivables Securitization Program
Line of Credit Facility
Line of Credit, Amount Outstanding		0	0
Line of Credit Facility, Maximum Borrowing Capacity		1,000,000,000.0
Accounts receivable, net		1,600,000,000	$ 1,700,000,000
Other Committed And Uncommitted Revolving Credit Facilities
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity		$ 433,200,000
Line of Credit Facility, Interest Rate at Period End		8.08%	8.05%
Subsequent Event [Member] | 2019 Term loan credit agreement [Member] | 2 year maturity [Member]
Line of Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000,000
Debt Instrument, Face Amount	$ 300,000,000
Term Loan
Line of Credit Facility
Loans Payable		$ 300,000,000	$ 300,000,000

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Derivative Instruments | Net Investment Hedge Notional Amounts (Details) $ in Millions	Jul. 31, 2019 USD ($)
Maturity Year One [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 10.8
Maturity Year Two [Member]
Derivative [Line Items]
Derivative, Notional Amount	21.6
Maturity Year Three [Member]
Derivative [Line Items]
Derivative, Notional Amount	21.6
Maturity Year Four [Member]
Derivative [Line Items]
Derivative, Notional Amount	267.0
Maturity Year Five [Member]
Derivative [Line Items]
Derivative, Notional Amount	12.4
Maturity After Year Five [Member]
Derivative [Line Items]
Derivative, Notional Amount	293.4
Net Investment Hedging [Member]
Derivative [Line Items]
Derivative, Notional Amount	$ 626.8

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Leases | Balance Sheet Classification of Leases (Details) - USD ($) $ in Thousands	Jul. 31, 2019	Apr. 30, 2019
Balance Sheet Classification of Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 201,782	$ 206,800
Operating Lease, Liability, Current	64,361
Operating Lease, Liability, Noncurrent	$ 136,519

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Shareholders' Equity | Components of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	$ 3,052	$ 200,040	$ 43,786	$ 288,292
Other comprehensive income (loss), before reclassification	(31,102)	(96,982)	(72,200)	(185,234)
Reclassification of (gain) loss form AOCI into income	(451)	(5,073)	(87)	(5,073)
Accumulated other comprehensive income (loss) balance	(28,501)	97,985	(28,501)	97,985
Foreign currency translation adjustment, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	3,263	200,040	43,786	288,292
Other comprehensive income (loss), before reclassification	(31,822)	(96,982)	(72,345)	(185,234)
Reclassification of (gain) loss form AOCI into income	0	(5,073)	0	(5,073)
Accumulated other comprehensive income (loss) balance	(28,559)	97,985	(28,559)	97,985
Unrealized gains (losses) on cash flow hedges, net of taxes
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss) balance	(211)	0	0	0
Other comprehensive income (loss), before reclassification	720	0	145	0
Reclassification of (gain) loss form AOCI into income	(451)	0	(87)	0
Accumulated other comprehensive income (loss) balance	$ 58	$ 0	$ 58	$ 0

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Business And Summary Of Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019
Accounting Policies [Abstract]
Accounts receivable sold	$ 938.0		$ 938.0		$ 1,100.0
Discount fees on sale of accounts receivable	$ 4.0	$ 3.7	$ 7.7	$ 6.3
Apple
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	14.00%	13.00%	14.00%
Cisco Systems, Inc.
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	11.00%	11.00%	11.00%
HP, Inc.
Concentration Risk [Line Items]
Concentration Risk, Percentage	11.00%	12.00%	11.00%	12.00%

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Acquisition, Integration and Restructuring Expenses | TS Acquisition, Integration and Restructuring Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses	$ 5,209	$ 13,297	$ 11,430	$ 46,522
TS
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		562		28,179
TS | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		3,777		14,649
TS | IT Related Costs [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		1,156		8,486
TS | Professional services
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		839		4,406
TS | Transaction Related Costs [Member]
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		315		1,193
TS | Other (income) expense
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		(5,525)		(555)
Americas
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		(900)		13,100
Americas | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		100		3,500
Europe
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		13,300		31,300
Europe | Restructuring Charges
Acquisition and integration expenses [Line Items]
Acquisition, integration and restructuring expenses		$ 3,700		$ 11,100

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Fair Value Measurements (Notes)

6 Months Ended

Jul. 31, 2019

Fair Value Measurements [Abstract]

Fair Value Disclosures

NOTE 8 — FAIR VALUE MEASUREMENTS

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

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

		July 31, 2019				January 31, 2019
		Fair value measurement category				Fair value measurement category
	Balance sheet location	Level 1	Level 2		Level 3	Level 1	Level 2		Level 3
(in thousands)
ASSETS
Net investment hedges:
Foreign currency forward contracts	Prepaid expenses and other assets		$	254			$	—
Foreign currency forward contracts	Other assets, net		5,628				—
Cash flow hedges:
Cross-currency swap	Prepaid expenses and other assets		137				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other assets		5,214				3,830
LIABILITIES
Net investment hedges:
Foreign currency forward contracts	Other long-term liabilities		$	5,919			$	—
Cash flow hedges:
Cross-currency swap	Accrued expenses and other liabilities		143				—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other liabilities		3,237				6,641

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

The Company utilizes life insurance policies to fund the Company’s nonqualified deferred compensation plan. The life insurance asset recorded by the Company is the amount that would be realized upon the assumed surrender of the policy. This amount is based on the underlying fair value of the invested assets contained within the life insurance policies. The gains and losses are recorded in the Company’s Consolidated Statement of Income within "other expense, net." The related deferred compensation liability is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company’s Consolidated Statement of Income within "selling, general and administrative expenses." The net realizable value of the Company's life insurance investments and related deferred compensation liability was $42.7 million and $42.6 million, respectively, at July 31, 2019 and $39.2 million and $39.1 million, respectively, at January 31, 2019.

The carrying value of the 2017 Senior Notes discussed in Note 5 – Debt represents cost less unamortized debt discount and debt issuance costs. The estimated fair value of the 2017 Senior Notes is based upon quoted market information (Level 1). The estimated fair value of the 2017 Senior Notes was $1.03 billion and $988 million, respectively, at July 31, 2019 and January 31, 2019 and the carrying value was $993.6 million and $992.8 million, respectively, at July 31, 2019 and January 31, 2019. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of debt outstanding pursuant to revolving credit facilities and under the 2016 Term Loan Credit Agreement approximate fair value as the majority of these instruments have variable interest rates which approximate current market rates (Level 2 criteria).

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Gain on Disposal of Subsidiary (Notes)

6 Months Ended

Jul. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

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

NOTE 4 — GAIN ON DISPOSAL OF SUBSIDIARY

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

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Commitments and Contingencies (Notes)

6 Months Ended

Jul. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Guarantees

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

Contingencies

In December 2010, in a non-unanimous decision, a Brazilian appellate court overturned a 2003 trial court which had previously ruled in favor of the Company’s Brazilian subsidiary related to the imposition of certain taxes on payments abroad related to the licensing of commercial software products, commonly referred to as “CIDE tax.” The Company estimates the total exposure related to the CIDE tax, including interest, was approximately $20.2 million at July 31, 2019. The Brazilian subsidiary has appealed the unfavorable ruling to the Supreme Court and Superior Court, Brazil's two highest appellate courts. Based on the legal opinion of outside counsel, the Company believes that the chances of success on appeal of this matter are favorable and the Brazilian subsidiary intends to vigorously defend its position that the CIDE tax is not due. Accordingly, the Company has not recorded an accrual for the total estimated CIDE tax exposure. However, due to the lack of predictability of the Brazilian court system, the Company has concluded that it is reasonably possible that the Brazilian subsidiary may incur a loss up to the total exposure described above. The Company believes the resolution of this litigation will not be material to the Company’s consolidated net assets or liquidity. 

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

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