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: May 26, 2005

(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 May 26, 2005, Tech Data Corporation issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for its first quarter ended April 30, 2005. The information in this Form 8-K, including the exhibit noted in Item 9.01, 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 2.05. Costs Associated With Exit or Disposal Activities.

As a result of the weaker demand environment in EMEA, on May 26, 2005, the Company announced a formal restructuring program covering its EMEA operations. This restructuring program will include workforce reductions and facility consolidations. Cash charges associated with the restructuring program are estimated to be in the range of $40 million to $50 million to be incurred over the next five to six quarters. Initiatives related to the program are targeted to generate annualized savings in the same range. Although the Company believes its estimates are appropriate and reasonable based upon available information, actual results could differ from these estimates.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	Exhibit 99.1	May 26, 2005 Press Release by Tech Data Corporation (The information provided in this Exhibit 99.1 is furnished and shall not be deemed “filed”.)

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.

May 26, 2005	/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, May 26, 2005	TRADED: NASDAQ/NMS

Tech Data Reports Fiscal 2006 First-Quarter Earnings

and EMEA Restructuring Program

CLEARWATER, FL. — Tech Data Corporation, a leading distributor of IT products, today announced results for the first quarter ended April 30, 2005.

First Quarter Results At A Glance

	Three months ended April 30, 2005
•      Net Sales	$	5.1 billion
•      Net Income	$	33.5 million
•      Diluted Earnings Per Share	$	.56 per share

Net sales for the first quarter were $5.1 billion, an increase of 5.3 percent from $4.8 billion in the first quarter of fiscal 2005 and a decline of 9.6 percent from the fourth quarter of the last fiscal year. On a regional basis, net sales in the Americas increased 10.3 percent and in EMEA (Europe, Middle East and export sales to Africa) increased 1.7 percent (a decrease of 4.3 percent on a local currency basis) over the first quarter of fiscal 2005. Compared to the fourth quarter of the last fiscal year, net sales in the Americas increased 1.5 percent and in EMEA decreased 16.9 percent (16.1 percent on a local currency basis).

Operating income for the first quarter was $53.9 million, or 1.06 percent of sales, compared to $53.7 million, or 1.11 percent of sales, in the first quarter of last fiscal year. On a regional basis, first-quarter operating income in the Americas was 1.70 percent of sales compared to 1.57 percent of sales in the first quarter of fiscal 2005, and in EMEA, operating income was .55 percent of sales compared to .78 percent of sales in the first quarter of fiscal 2005. The year-over-year decline in EMEA’s net sales (on a local currency basis) and operating income for the first quarter of fiscal 2006 reflects the weaker macro economic environment and slowing IT demand in many countries.

Net income for the first quarter totaled $33.5 million, or $.56 per diluted share, compared to $34.7 million, or $.59 per diluted share, in the first quarter of fiscal 2005.

“Our Americas team drove sales to the high end of our planned range for the period, but our operating performance was adversely affected by the demand environment in EMEA,” commented Steven A. Raymund, Tech Data’s chairman and chief executive officer. “We are

Tech Data Reports First-Quarter Earnings	Page 2 of 4
May 26, 2005

swiftly responding to the challenging EMEA market conditions by launching a formal restructuring program in the region to improve profitability.”

Financial Highlights

• Net sales in the Americas during the first quarter were $2.3 billion or 45 percent of worldwide sales, while net sales in EMEA totaled $2.8 billion or 55 percent of worldwide sales.

• Gross margin for the first quarter was 5.46 percent of sales, a decrease from 5.71 percent of sales in the first quarter of fiscal 2005. The year-over-year decrease in gross margin is primarily the result of the competitive pricing environment.

• First-quarter selling, general and administrative expenses (SG&A) were 4.40 percent of sales, a decrease from 4.60 percent of sales in the first quarter of fiscal 2005. The year-over-year decrease in SG&A as a percent of sales is the result of continuing cost-saving initiatives, record low credit costs and productivity improvements.

• The worldwide effective income tax rate for the quarter ended April 30, 2005, was 30 percent.

• Cash flow provided by operations during the first quarter was $18.1 million.

• Tech Data initiated the first stock repurchase program in company history and repurchased 271 thousand shares during the first quarter of fiscal 2006.

EMEA Restructuring Program

The company also announced a formal restructuring program for the EMEA region. Cash charges associated with the restructuring program are estimated to be in the range of $40 million to $50 million over the next five to six quarters. Initiatives related to the program are targeted to generate annualized savings in the same range. Upon completion of the restructuring program as well as the current IT System upgrade and harmonization project, the company is targeting combined annualized savings of approximately $55 million to $65 million.

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 second quarter ending July 31, 2005, excluding any restructuring charges or other costs that will be incurred in conjunction with the restructuring program, is as follows:

• Net sales are expected to be in the range of $4.70 billion to $4.85 billion.

• Net income is expected to be in the range of $24 million to $27 million.

• Diluted earnings per share are expected to be in the range of $.40 to $.45.

Tech Data Reports First-Quarter Earnings	Page 3 of 4
May 26, 2005

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 inability to obtain required capital; fluctuations in interest rates; potential adverse effects of acquisitions; foreign currency exchange risks 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; exposure to natural disasters, war and terrorism; potential impact of labor strikes; the 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 May 26, 2005. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company’s expectations.

Webcast Details

Tech Data will be discussing its first-quarter results along with its outlook for the second quarter on a conference call today at 4:30 p.m. (EDT). A web cast of the call, including supplemental schedules, will be available to all interested parties and can be accessed at www.techdata.com. The web cast will be available for replay until 5:00 p.m. (EDT) on Thursday, June 2, 2005.

About Tech Data

Founded in 1974, Tech Data Corporation (NASDAQ/NMS: TECD) is a leading distributor of IT products, with more than 90,000 customers in over 100 countries. The company’s business model enables technology solution providers, manufacturers and publishers to cost-effectively sell to and support end users ranging from small-to-midsize businesses (SMB) to large enterprises. Ranked 110th on the FORTUNE 500^®, Tech Data generated $19.8 billion in sales for its fiscal year ended January 31, 2005. For more information, visit www.techdata.com.

FOR MORE INFORMATION CONTACT:

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

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

or

Danyle L. Anderson, Director of Investor Relations & Shareholder Services

727-538-7866 (Danyle.Anderson@techdata.com)

Tech Data Reports First-Quarter Earnings	Page 4 of 4
May 26, 2005

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

	Three months ended April 30,
	2005			2004
Net sales	$	5,079,834		$	4,822,292
Cost of products sold		4,802,715			4,547,100
Gross profit		277,119			275,192
Selling, general and administrative expenses		223,172			221,514
Operating income		53,947			53,678
Interest expense		7,015			6,917
Interest income		(1,535	)		(1,279	)
Net foreign currency exchange loss/(gain)		580			(1,479	)
Income before income taxes		47,887			49,519
Provision for income taxes		14,364			14,855
Net income	$	33,523		$	34,664
Diluted earnings per share	$	.56		$	.59
Diluted weighted average shares outstanding		59,752			58,962

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

	April 30, 2005		January 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	155,791	$	195,056
Accounts receivable, net		2,187,035		2,217,474
Inventories		1,537,181		1,492,479
Prepaid and other assets		147,297		151,480
Total current assets		4,027,304		4,056,489
Property and equipment, net		148,358		146,144
Goodwill		145,902		149,719
Other assets, net		212,060		205,384
Total assets	$	4,533,624	$	4,557,736
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit loans	$	35,406	$	68,343
Accounts payable		1,747,541		1,757,838
Current portion of long-term debt		291,630		291,625
Accrued expenses and other liabilities		457,518		450,066
Total current liabilities		2,532,095		2,567,872
Long-term debt		16,479		17,215
Other long-term liabilities		45,011		45,178
Total liabilities		2,593,585		2,630,265
Total shareholders’ equity		1,940,039		1,927,471
Total liabilities and shareholders’ equity	$	4,533,624	$	4,557,736