11-K 1 d11k.htm FORM 11-K Prepared by R.R. Donnelley Financial -- Form 11-K
Table of Contents

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 

 
(Mark one)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2001
 
OR
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                         to                         
 
Commission file number 0-14625
 

 
TECH DATA CORPORATION
401(K) SAVINGS PLAN
 
(Full title of the plan and the address of the plan if different
from that of the issuer named below)
 
TECH DATA CORPORATION
5350 Tech Data Drive
Clearwater, Florida 33760
 
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
 


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Table of Contents
 
To the Plan Administrator
Tech Data Corporation 401(k) Savings Plan
 
We have audited the accompanying statement of net assets available for benefits of the Tech Data Corporation 401(k) Savings Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
Spence, Marston, Bunch, Morris & Co.
Certified Public Accountants
By:
 
/s/    SPENCE, MARTSON, BUNCH, MORRIS & CO.

   
Spence, Martson, Bunch, Morris & Co.
Certified Public Accountants
June 21, 2002

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
 
    
December 31,

    
2001

  
2000

ASSETS
             
Investments at fair value:
             
Money market fund
  
$
4,006,200
  
$
3,047,758
Mutual funds
  
 
40,162,760
  
 
37,461,443
Tech Data Corporation common stock
  
 
28,684,327
  
 
21,514,748
Participant loans
  
 
2,136,122
  
 
1,929,758
    

  

Total investments
  
 
74,989,409
  
 
63,953,707
    

  

Receivables:
             
Employee contributions
  
 
170,851
  
 
269,022
Employer contributions
  
 
69,675
  
 
87,426
    

  

Total receivables
  
 
240,526
  
 
356,448
    

  

Net assets available for benefits
  
$
75,229,935
  
$
64,310,155
    

  

 
 
 
 
 
See accompanying notes to financial statements

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
 
    
For the years ended
December 31,

 
    
2001

    
2000

 
Additions to net assets attributable to:
                 
Investment income
                 
Net depreciation in fair value of mutual funds
  
$
(8,075,434
)
  
$
(7,528,282
)
Net appreciation in fair value of Tech Data Corporation common stock
  
 
12,479,152
 
  
 
788,546
 
Interest and dividends
  
 
660,746
 
  
 
2,263,324
 
    


  


    
 
5,064,464
 
  
 
(4,476,412
)
Contributions:
                 
Employer
  
 
2,115,416
 
  
 
2,741,409
 
Employees
  
 
9,093,420
 
  
 
8,656,990
 
    


  


    
 
11,208,836
 
  
 
11,398,399
 
Transfer of net assets from Retirement Savings Plan
  
 
—  
 
  
 
41,335,414
 
    


  


Transfer of net assets from Employee Stock Ownership Plan
  
 
—  
 
  
 
22,041,426
 
    


  


Total additions
  
 
16,273,300
 
  
 
70,298,827
 
Deductions from net assets attributable to:
                 
Participant fees
  
 
15,469
 
  
 
13,950
 
Distributions to participants
  
 
5,338,051
 
  
 
5,974,722
 
    


  


Total deductions
  
 
5,353,520
 
  
 
5,988,672
 
Net increase
  
 
10,919,780
 
  
 
64,310,155
 
    


  


Net assets available for benefits:
                 
Balance, beginning of year
  
 
64,310,155
 
  
 
—  
 
    


  


Balance, end of year
  
$
75,229,935
 
  
$
64,310,155
 
 
 
 
See accompanying notes to financial statements

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TECH DATA CORPORATION
401(k) SAVINGS PLAN

 
(1)    DESCRIPTION OF PLAN
 
The following description of the Tech Data Corporation 401(k) Savings Plan (the Plan), provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
General—The Plan, a defined contribution plan adopted January 1, 2000, is a result of the merger of the Tech Data Corporation Retirement Savings Plan and the Tech Data Corporation Employee Stock Ownership Plan (“ESOP”), both defined contribution plans. (See Note 7 regarding the merger.) The Plan has been amended regarding eligibility, the definitions of “year of service”, “compensation” and other terms, and discrimination testing. The Plan covered all employees of Tech Data Corporation and affiliated companies based in the United States (“the Company”) who completed 1,000 hours of service during a twelve month consecutive period and were age eighteen or older. Effective October 1, 2000, the Plan was amended such that an employee is eligible to participate with respect to elective contributions upon completing 30 days of employment and age eighteen or older. Eligibility for participation with respect to employer contributions is upon completion of one year of service and age eighteen or older as defined in the Plan documents. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
The trustees of the Plan have executed a trust agreement and contract for administration of Plan assets and recordkeeping with Scudder Trust Company (“Scudder”). Participants’ investment vehicle options are twelve mutual funds, a money market fund and common stock of Tech Data Corporation. Participants have the ability to direct the investment of their account balances among various combinations of these options. Each mutual fund account has unique and varied investment objectives including, but not limited to, corporate stock and debt instruments and money market instruments.
 
Contributions—Participants contribute to the Plan based on the amount they have specified in a salary deferral agreement. As of December 31, 2001 and 2000, the Plan allowed participants to contribute from 1% to 17% of their annual compensation. See Note 9 regarding elective deferral rates subsequent to December 31, 2001. Contributions made by the Company are at the discretion of its Board of Directors and may consist of direct employer contributions and matching contributions. For the years ended December 31, 2001 and 2000, the Company matched 50% of salary deferrals up to 6% with Tech Data Corporation common stock.
 
Expenses of the Plan—All direct expenses incurred in the administration of the Plan are paid by the Company. Fees paid directly by participants are shown as a deduction from net assets in the Statement of Changes in Net Assets Available for Benefits.
 
Participant accounts—Earnings are allocated in proportion to the account values of the participant’s account which is invested in the investment facilities from which the earnings arise.
 
Loans—The Plan allows participants to borrow from the Plan for any purpose. Participants may borrow up to 50% of their vested account balance provided the loan does not exceed $50,000. Loans must be a minimum of $1,000 and are collateralized by the participant’s account.
 
Vesting—Participants are immediately vested in their voluntary deferral contributions, Company contributions to the Retirement Savings Plan prior to December 31, 1999 merged into the Plan, and earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100% vested after seven years of service for their ESOP merger account, and after four years of service for Company contributions and earnings thereon after January 1, 2000.
 
Forfeitures—Contributions forfeited by terminated participants are used to reduce Company contributions. Forfeitures of $794,820 were used during 2001 to reduce the Company’s matching contribution. Forfeitures and related earnings of approximately $205,000 and $398,000 were available to reduce Company contributions as of December 31, 2001 and 2000, respectively.

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

 
(1)    DESCRIPTION OF PLAN, CONTINUED
 
Payment of benefits—Participants are eligible to receive benefits (1) upon reaching retirement age, (2) upon the disability of the participant, or (3) upon termination of service. Distributions are normally paid in a lump-sum amount; however, participants may elect to have their ESOP merger account balances paid in annual installments. The amount of assets that have been allocated to participants who have withdrawn from the Plan as of December 31, 2001 and 2000, but for whom distribution of those funds from the Plan had not yet been made were $17,090,336 and $7,344,261, respectively.
 
(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of accounting—The accounts of the Plan are maintained on the accrual basis.
 
Valuation of investments and income recognition—Investments in mutual funds, the money market fund, and Tech Data Corporation common stock are valued at the last reported sales price on the last business day of the Plan year. Net appreciation (depreciation) in the fair value of investments for the year is reflected in the Statement of Changes in Net Assets Available for Benefits.
 
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
 
Estimates—The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.
 
(3)    PARTICIPANT DIRECTED INVESTMENTS
 
The Plan’s participant directed investment funds as of December 31, 2001 are summarized as follows:
 
Investments at fair value as determined by quoted market price:
 
    
Number of Shares

  
Fair Value

Money market fund:
           
Scudder Cash Investment Trust
  
4,006,200
  
$
4,006,200
         

Mutual funds:
           
Scudder High Yield Fund
  
65,409
  
 
347,976
Strong Government Securities Fund
  
445,893
  
 
4,811,184
Scudder Balanced Fund
  
167,230
  
 
2,923,172
Scudder Pathway Series: Conservative
  
10,438
  
 
116,388
Scudder Pathway Series: Moderate
  
13,593
  
 
144,771

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

(3)    PARTICIPANT DIRECTED INVESTMENTS, CONTINUED
 
Investments at fair value as determined by quoted market price, continued:
 
    
Number of Shares

  
Fair Value

Scudder Pathway Series: Growth
  
32,833
  
 
401,544
Scudder Growth and Income Fund
  
203,966
  
 
4,295,522
Scudder Large Company Growth Fund
  
453,845
  
 
11,622,971
Scudder International Fund
  
76,408
  
 
2,801,119
INVESCO Dynamics Fund
  
344,462
  
 
5,487,284
Managers Special Equity Fund
  
60,050
  
 
4,239,558
Vanguard 500 Index Fund
  
28,060
  
 
2,971,271
         

Total mutual funds
       
 
40,162,760
         

Tech Data Corporation common stock
  
661,653
  
 
28,684,327
         

Participant loans
       
 
2,136,122
         

Total investments at fair value
       
$
74,989,409
         

 
Nonparticipant-directed investments of $199,344 and $5,723 are included in Tech Data Corporation common stock and Scudder Cash Investment Trust, respectively, at December 31, 2001.
 
The Plan’s participant directed investment funds as of December 31, 2000 are summarized as follows:
 
Investments at fair value as determined by quoted market price:
 
    
Number of Shares

  
Fair Value

Money market fund:
           
Scudder Cash Investment Trust
  
3,047,758
  
$
3,047,758
         

Mutual funds:
           
Scudder High Yield Fund
  
12,951
  
 
75,118
Strong Government Securities Fund
  
22,432
  
 
237,553
Scudder Balanced Fund
  
126,604
  
 
2,437,132
Scudder Pathway Series: Conservative
  
8,979
  
 
107,115
Scudder Pathway Series: Moderate
  
5,671
  
 
68,274
Scudder Pathway Series: Growth
  
14,676
  
 
213,573
Scudder Growth and Income Fund
  
178,050
  
 
4,299,912
Scudder Large Company Growth Fund
  
434,534
  
 
14,387,394
Scudder International Fund
  
71,058
  
 
3,574,912
INVESCO Dynamics Fund
  
271,120
  
 
6,444,504
Managers Special Equity Fund
  
49,452
  
 
3,797,877
Vanguard 500 Index Fund
  
14,919
  
 
1,818,079
         

Total mutual funds
       
 
37,461,443
         

Tech Data Corporation common stock
  
795,334
  
 
21,514,748
         

Participant loans
       
 
1,929,758
         

Total investments at fair value
       
$
63,953,707
         

 

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

(3)    PARTICIPANT DIRECTED INVESTMENTS, CONTINUED
 
Nonparticipant-directed investments of $396,505 and $1,250 were included in Tech Data Corporation common stock and Scudder Cash Investment Trust, respectively, at December 31, 2000.
 
The Plan’s investments, including investments bought, sold and held during the year, appreciated (depreciated) in value by $4,403,718 and $(6,739,736) during the years ended December 31, 2001 and 2000, respectively, as follows:
 
    
December 31,

 
    
2001

    
2000

 
Scudder High Yield Fund
  
$
(41,280
)
  
$
(11,542
)
Strong Government Securities Fund
  
 
(65,834
)
  
 
8,677
 
Scudder Balanced Fund
  
 
(245,042
)
  
 
(225,508
)
Scudder Pathway Series: Conservative
  
 
(8,849
)
  
 
(4,015
)
Scudder Pathway Series: Moderate
  
 
(9,729
)
  
 
(9,325
)
Scudder Pathway Series: Growth
  
 
(49,246
)
  
 
(28,793
)
Scudder Growth and Income Fund
  
 
(572,976
)
  
 
(439,206
)
Scudder Large Company Growth Fund
  
 
(3,295,054
)
  
 
(3,877,246
)
Scudder International Fund
  
 
(990,066
)
  
 
(1,218,128
)
INVESCO Dynamics Fund
  
 
(2,220,499
)
  
 
(843,474
)
Managers Special Equity Fund
  
 
(301,392
)
  
 
(701,309
)
Vanguard 500 Index Fund
  
 
(275,467
)
  
 
(178,413
)
Tech Data Corporation common stock
  
 
12,479,152
 
  
 
788,546
 
    


  


Net appreciation (depreciation) fair value of investment
  
$
4,403,718
 
  
$
(6,739,736
)
    


  


 
(4)    NONPARTICIPANT-DIRECTED INVESTMENTS
 
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
 
    
December 31,

    
2001

    
2000

Net assets:
               
Tech Data Corporation common stock
  
$
199,344
 
  
$
396,505
Scudder Cash Investment Trust
  
 
5,723
 
  
 
1,250
    


  

    
$
205,067
 
  
$
397,755
    


  

Changes in net assets:
               
Forfeited balances from participant directed funds
  
$
400,163
 
  
$
166,067
Forfeitures used for Company match
  
 
(794,820
)
  
 
—  
Earnings and appreciation
  
 
201,969
 
  
 
231,688
    


  

Net increase (decrease) in nonparticipant-directed investments
  
$
(192,688
)
  
$
397,755
    


  

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

(5)    PLAN TERMINATION
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
 
(6)    INCOME TAX STATUS
 
The Internal Revenue Service has determined and informed the Company by a letter dated January 29, 2002, that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
(7)    MERGER OF PLANS
 
On January 1, 2000 the Tech Data Corporation Retirement Savings Plan, a 401(k) plan and the Tech Data Corporation Employee Stock Ownership Plan merged into a new defined contribution plan, the Tech Data Corporation 401(k) Savings Plan. Each participant’s account balance in the merged plans was transferred to the 401(k) Savings Plan on January 1, 2000. The transfer of assets is reflected in the Statement of Changes in Net Assets Available for Benefits. A summary of the transferred net assets is as follows:
 
Retirement Savings Plan
      
Investments, at fair value
  
$
41,335,414
    

Employee Stock Ownership Plan
      
Investment in Tech Data common stock, at fair value
  
$
20,760,383
Employer contribution receivable
  
 
1,281,043
    

    
$
22,041,426
    

 
(8)    EXCESS CONTRIBUTIONS
 
Contributions received from participants for 2001 and employee contributions receivable at December 31, 2001, have been reduced for payments of $96,893, net of unrealized depreciation, made in March 2002 to certain participants to return excess deferral contributions as required to satisfy the relevant nondiscrimination provisions of the Plan.
 
The Employer contributions for 2001 and employer contributions receivable at December 31, 2001 have also been reduced for payments of $22,303, including earnings, made in March 2002 to certain participants to return excess matching contributions as required to satisfy the relevant nondiscrimination provisions of the Plan.

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TECH DATA CORPORATION
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

 
(9)    SUBSEQUENT EVENTS
 
The Plan documents were amended effective January 1, 2002 to allow participants to contribute 90% of their annual compensation (not exceeding regulatory limits).
 
In March 2002, the Board of Directors of the Company approved the discontinuance of the Company matching contribution effective April 6, 2002.
 
As of the date of the auditor’s report, the market value of the Tech Data common stock decreased resulting in approximately $4,000,000 depreciation in fair value for investments in Tech Data common stock. This depreciation is reflected in the valuation of participant accounts subsequent to year end, and does not affect the Plan’s ability to pay future benefits.

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Employer identification number: 59-1578329
Plan number: 003
 
(a)

  
(b) Indentity of issuer, borrower, lessor or similar party

  
(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value

  
(d) Cost

  
(e) Current value

*
  
Scudder Investments
  
4,000,477 shares, Scudder Cash Investment Trust
  
**  
  
$4,000,477
*
  
Scudder Investments
  
65,409 shares, Scudder High Yield Fund
  
**  
  
347,976
    
Strong Funds
  
445,893 shares, Strong Government Securities Fund
  
**  
  
4,811,184
*
  
Scudder Investments
  
167,230 shares, Scudder Balanced Fund
  
**  
  
2,923,172
*
  
Scudder Investments
  
10,438 shares, Scudder Pathway Series: Conservative
  
**  
  
116,388
*
  
Scudder Investments
  
13,593 shares, Scudder Pathway Series: Moderate
  
**  
  
144,771
*
  
Scudder Investments
  
32,833 shares, Scudder Pathway Series: Growth
  
**  
  
401,544
*
  
Scudder Investments
  
203,966 shares, Scudder Growth and Income Fund
  
**  
  
4,295,522
*
  
Scudder Investments
  
453,845 shares, Scudder Large Company Growth Fund
  
**  
  
11,622,971
*
  
Scudder Investments
  
76,408 shares, Scudder International Fund
  
**  
  
2,801,119
    
INVESCO
  
344,462 shares, INVESCO Dynamics Fund
  
**  
  
5,487,284
    
Managers Funds
  
60,050 shares, Managers Special Equity Fund
  
**  
  
4,239,558
    
The Vanguard Group
  
28,060 shares, Vanguard 500 Index Fund
  
**  
  
2,971,271
*
  
Tech Data Corporation
  
657,047 shares, Tech Data Corporation common stock
  
**  
  
28,484,983
    
Participant loans
  
5.75%—10% principal and interest payable monthly; secured by participants vested accrued benefits.
  
**  
  
2,136,122
NONPARTICIPANT-DIRECTED INVESTMENTS
              
*
  
Scudder Investments
  
5,723 shares, Scudder Cash Investment Trust
  
5,723
  
5,723
*
  
Tech Data Corporation
  
4,606 shares, Tech Data Corporation common stock
  
136,568
  
199,344
                   
                   
$74,989,409
                     
*
 
Denotes exempt party-in-interest.
**
 
Information not required.

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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE TRUSTEES HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
 
TECH DATA CORPORATION 401(K) SAVINGS PLAN
 
DATE: June 28, 2002
By:
 
/s/ ARTHUR W. SINGLETON

NAME:
 
ARTHUR W. SINGLETON, TRUSTEE
 

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EXHIBIT INDEX
 
EXHIBIT
NUMBER

  
DESCRIPTION

23.1
  
Consent of Independent Accountants

12