8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 26,2004

(Date of earliest event reported)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

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

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On August 26, 2004, Tech Data Corporation issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for its second quarter ended July 31, 2004. The information in this Form 8-K, including the exhibit attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 Press Release dated August 26, 2004.

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.

August 26, 2004	/s/ JEFFERY P. HOWELLS
	Jeffery P. Howells
	Executive Vice President &
	Chief Financial Officer
	Tech Data Corporation

EX-99.1

Exhibit 99.1

	NEWS
	5350 Tech Data Drive
	Clearwater, FL 33760
	(727) 539-7429

FOR IMMEDIATE RELEASE	SYMBOL: TECD
Thursday, August 26, 2004	TRADED: NASDAQ/NMS

Tech Data Reports Fiscal 2005 Second-Quarter Results

CLEARWATER, FL. — Tech Data Corporation, a leading provider of IT products and logistics management services, today announced results for the second quarter ended July 31, 2004.

Second-Quarter Results At A Glance
•      Net Sales	$4.6 billion
•      Net Income	$30.7 million
•      Diluted EPS	$.52 per share

Net sales for the second quarter ended July 31, 2004, were $4.6 billion, an increase of 9.6 percent from $4.2 billion in the second quarter of fiscal 2004 and a decrease of 5.0 percent from the first quarter of the current fiscal year. On a regional basis, net sales in Europe increased 14.9 percent (9.1 percent on a local currency basis) and in the Americas increased 3.8 percent over the second quarter of fiscal 2004. Net sales in Europe decreased 9.4 percent (8.3 percent on a local currency basis), and in the Americas increased .8 percent compared to the first quarter of the current fiscal year.

Operating income for the second quarter was $49.9 million, or 1.09 percent of sales, an increase from $27.3 million, or .65 percent of sales, in the second quarter of fiscal 2004. On a regional basis, second-quarter operating income in Europe was .66 percent of sales compared to .18 percent of sales in the second quarter of fiscal 2004, and in the Americas was 1.62 percent of sales compared to 1.17 percent of sales in the second quarter of fiscal 2004. Results for the second quarter of fiscal 2004 include a special charge of $3.1 million related to the closure of the company’s U.S. education business.

Net income for the second quarter ended July 31, 2004, totaled $30.7 million, or $.52 per diluted share, compared to $17.2 million, or $.30 per diluted share, in the second quarter of fiscal 2004.

“Our worldwide team did a great job in the second quarter, achieving the high end of our revenue and net income plan for the period,” commented Steven A. Raymund, Tech Data’s Chairman and Chief Executive Officer. “In addition to dramatically improving our year-over-year operating results, we generated strong cash flow and concluded the quarter with a debt-to-capital ratio that ranks among the best in company history. Tech Data is well-positioned for the second half of our fiscal year and poised to capitalize on industry growth opportunities.”

Tech Data Reports Second-Quarter Results August 26, 2004 Page 2 of 5

Financial Highlights

• Net sales in Europe during the second quarter were $2.5 billion or 55 percent of worldwide sales, while sales in the Americas totaled $2.1 billion or 45 percent of worldwide sales.

• Gross margin for the second quarter was 5.84 percent of sales, an increase from 5.68 percent of sales in the second quarter of fiscal 2004. The year-over-year increase in gross margin is primarily the result of the impact of Emerging Issues Task Force Issue No. 02-16 (EITF 02-16) “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor,” offset in part by declines in gross margin due to the competitive pricing environment. As a result of EITF 02-16, the company recorded an additional $12.8 million of vendor consideration as a reduction of cost of goods sold in the second quarter of fiscal 2005 compared to the second quarter of fiscal 2004.

• Second-quarter selling, general and administrative expenses (SG&A) were $217.7 million or 4.75 percent of sales, an increase from $207.1 million or 4.96 percent of sales in the second quarter of fiscal 2004. The increase in SG&A over the second quarter of fiscal 2004 is primarily the result of an additional $10.8 million reclassified due to EITF 02-16 and the impact of a stronger Euro. Excluding these factors, SG&A expense declined as a result of worldwide cost-saving initiatives and improvements in productivity.

• Second-quarter SG&A includes approximately $5.4 million related to the harmonization and upgrade of the company’s European systems.

• The worldwide effective income tax rate for the second quarter ended July 31, 2004, was 30 percent.

• Cash flow from operations during the second quarter was $230.2 million.

• Total debt to total capital was 18 percent at July 31, 2004, compared to 24 percent at April 30, 2004, and 28 percent at July 31, 2003.

Six-month Results

Net sales for the six-month period ended July 31, 2004, were $9.4 billion, an increase of 16.2 percent from $8.1 billion in the six-month period ended July 31, 2003. On a regional basis, net sales in Europe represented 56 percent of sales, and increased 24.9 percent (14.2 percent on a local currency basis) to $5.3 billion from $4.2 billion for the six-month period ended July 31, 2004. Net sales in the Americas represented 44 percent of sales and increased 6.6 percent to $4.1 billion from $3.9 billion in the prior-year period. The results for the six-month period ended July 31, 2003, include four months of results of operations from the company’s Azlan Group Limited (Azlan), which was acquired on March 31, 2003.

Tech Data Reports Second-Quarter Results August 26, 2004 Page 3 of 5

Gross margin for the six-month period was 5.77 percent, up from 5.49 percent in the prior-year comparable period. The increase in gross margin is primarily the result of the reclassification due to EITF 02-16 and the impact of the company’s Azlan operations, offset by declines in gross margin due to the competitive pricing environment.

Operating income for the six-month period ended July 31, 2004, was $103.6 million, or 1.10 percent of sales, compared with $62.6 million, or .77 percent of sales, in the prior year.

Net income for the six-month period ended July 31, 2004, was $65.3 million, or $1.11 per diluted share, compared with $38.7 million, or $.68 per diluted share, in the prior year.

Business Outlook

The following statements are based on current expectations and the company’s internal plan. These statements are forward-looking and, as outlined in the company’s periodic filings with the Securities and Exchange Commission, actual results may differ materially.

The outlook for the third quarter ending October 31, 2004, excluding any restructuring or other special charges that may be incurred, is as follows:

• Net sales are expected to be in the range of $4.65 billion to $4.8 billion.

• Net income is expected to be in the range of $30.5 million to $33.5 million.

• Diluted earnings per share are expected to be in the range of $.52 to $.57.

Forward-Looking Statements

Certain matters discussed in this news release are forward-looking statements, based on the company’s current expectations that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: intense competition both domestically and internationally; narrow profit margins; inventory risks due to shifts in market demand; dependence on information systems; credit exposure due to the deterioration in the financial condition of our customers; the general economy including the length and severity of the current economic downturn; the inability to obtain required capital; potential adverse effects of acquisitions; fluctuations in interest rates, foreign currency exchange rates and exposure to foreign markets; the impact of changes in income tax and other regulatory legislation; changes in accounting rules; product supply and availability; dependence on independent shipping companies; changes in vendor terms and conditions; acts of war or terrorism; exposure to natural disasters; potential impact of labor strikes; volatility of common stock; and the accuracy of forecast data. Additional discussion of these and other factors affecting the company’s business and prospects is contained in the company’s periodic filings with the Securities and Exchange Commission, copies of which can be obtained at the company’s investor relations website at www.techdata.com. All information in this release is as of August 26, 2004. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company’s expectations.

Tech Data Reports Second-Quarter Results August 26, 2004 Page 4 of 5

Webcast Details

Tech Data will be discussing its second-quarter results along with its outlook for the third-quarter on a conference call today at 4:30 p.m. (EDT). A webcast of the call, including supplemental schedules, will be available to all interested parties and can be accessed at www.techdata.com. The webcast will be available for replay until 5:30 p.m. (EDT) on Thursday, September 2, 2004.

About Tech Data

Tech Data Corporation (NASDAQ/NMS: TECD), founded in 1974, is a leading global provider of IT products, logistics management and other value-added services. Ranked 111th on the FORTUNE 500, the company and its subsidiaries serve more than 90,000 technology resellers in the United States, Canada, the Caribbean, Latin America, Europe and the Middle East. Tech Data’s extensive service offering includes pre- and post-sale training and technical support, financing options and configuration services as well as a full range of electronic commerce solutions. The company generated sales of $17.4 billion for the fiscal year ended January 31, 2004.

FOR MORE INFORMATION CONTACT:

Jeffery P. Howells, Executive Vice President and Chief Financial Officer

727-538-7825 (Jeffery.Howells@techdata.com)

or

Charles V. Dannewitz, Senior Vice President and Treasurer

727-532-8028 (Chuck.Dannewitz@techdata.com)

Tech Data Reports Second-Quarter Results August 26, 2004 Page 5 of 5

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

	Three months ended July 31,					Six months ended July 31,
	2004		2003			2004			2003
Net sales	$	4,578,835	$	4,178,751		$	9,401,127		$	8,092,608
Cost of products sold		4,311,210		3,941,333			8,858,310			7,648,030
Gross profit		267,625		237,418			542,817			444,578
Selling, general and administrative expenses		217,739		207,090			439,253			378,947
Operating income before special charges		49,886		30,328			103,564			65,631
Special charges		—		3,065			—			3,065
Operating income after special charges		49,886		27,263			103,564			62,566
Interest expense, net		5,268		3,438			10,906			7,320
Net foreign currency exchange (gain)/loss		797		(611	)		(682	)		(854	)
Income before income taxes		43,821		24,436			93,340			56,100
Provision for income taxes		13,147		7,266			28,002			17,393
Net income	$	30,674	$	17,170		$	65,338		$	38,707
Diluted earnings per share	$	.52	$	.30		$	1.11		$	.68
Diluted weighted average shares outstanding		59,003		57,123			58,984			56,951

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

	July 31, 2004		January 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	178,720	$	108,801
Accounts receivable, net		1,974,627		2,111,384
Inventories		1,231,650		1,330,081
Prepaid and other assets		128,104		130,038
Total current assets		3,513,101		3,680,304
Property and equipment, net		139,418		157,054
Excess of cost over fair value of acquired net assets, net		135,593		141,238
Other assets, net		181,638		189,290
Total assets	$	3,969,750	$	4,167,886
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit loans	$	46,063	$	80,221
Accounts payable		1,471,397		1,646,125
Accrued expenses		412,766		428,526
Total current liabilities		1,930,226		2,154,872
Long-term debt		306,723		307,934
Other long-term liabilities		46,459		46,591
Total liabilities		2,283,408		2,509,397
Total shareholders’ equity		1,686,342		1,658,489
Total liabilities and shareholders’ equity	$	3,969,750	$	4,167,886