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 22, 2007

(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 22, 2007, 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, 2007. 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.

GAAP to Non-GAAP Reconciliation

The disclosures of financial results for the three month period ended April 3, 2007, contained herein are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and for comparative purposes, are accompanied by disclosures and financial measures that are not prepared in conformity with GAAP. These non-GAAP disclosures include certain adjustments as noted below and the related tax effect not reflected in the GAAP presentations.

• Loss on disposal of subsidiary related to the company’s closure of the United Arab Emirates (UAE) operations. The loss on disposal of subsidiary includes foreign currency translation losses previously recorded in shareholders’ equity as accumulated other comprehensive income, severance costs and certain asset write-offs. For the three months ended April 30, 2007, these charges totaled $8.8 million, comprised of $8.4 million of foreign currency translation losses and $0.4 million for severance costs and certain asset write-offs.

• Charges related to the company’s European restructuring program announced in May 2005. These program charges primarily include severance for workforce reductions, costs related to the exit and consolidation of facilities, and the write-off of certain assets. The company completed the restructuring program in the third quarter ended October 31, 2006. For the three months ended April 30, 2007, the company recorded a $0.5 million credit related to an adjustment to a restructuring accrual. For the three months ended April 30, 2006, restructuring charges totaled $6.5 million.

• Consulting costs related to the company’s European restructuring program announced in May 2005. These costs consist of consulting costs related to the company’s European restructuring program and the associated initiatives and are charged to selling, general and administrative expenses. For the three months ended April 30, 2006, these costs totaled $4.1 million.

We view non-GAAP operating income, non-GAAP net income, and non-GAAP diluted earnings per share as the most relevant financial measures in comparing ourselves to other companies and in developing our future operating plans. We also use these non-GAAP financial measures to conduct and measure our business against internally developed objectives and evaluate the performance of our consolidated operations and geographic operating segments. Additionally, a significant portion of our management team’s incentive compensation is directly tied to profitability goals which exclude the impact of the adjustments indicated above.

Management believes that these non-GAAP measures are useful to investors because they provide meaningful comparisons to prior periods, management’s previous outlooks, and the analysts’ own financial models, which may exclude the costs of these actions.

Management recognizes that there is a material limitation associated with the use of these non-GAAP measures as compared to GAAP measures of operating income, net income and diluted earnings per share. The limitation of these non-GAAP measures is that they do not accurately reflect all period costs included in operating income and net income associated with these actions, and as such, may not be comparable to other companies with similar actions who present such costs differently. To compensate for this limitation, management believes that it is appropriate to consider operating income, net income and diluted earnings per share determined under GAAP as well as on a non-GAAP basis. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 May 22, 2007 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 22, 2007	/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
Tuesday, May 22, 2007	TRADED: NASDAQ/NMS

Tech Data Reports Fiscal 2008 First-Quarter Results

Record first quarter net sales total $5.4 billion,

a 9.3 percent increase year-over-year

CLEARWATER, FL. — Tech Data Corporation, a leading distributor of IT products, today announced results for the first quarter ended April 30, 2007.

Results At A Glance (1)
($ in millions, except per share amounts)	Three months ended April 30, 2007		Three months ended April 30, 2006
Net sales	$	5,402.1	$	4,944.1
Operating income (GAAP) Operating income (Non-GAAP)	$ $	29.7 38.1	$ $	29.0 39.6
Income from continuing operations (GAAP) Income from continuing operations (Non-GAAP)	$ $	9.9 18.2	$ $	8.9 18.0
Net income per diluted share – continuing operations (GAAP) Net income per diluted share – continuing operations (Non-GAAP)	$ $	.18 .33	$ $	.16 .32

⁽¹⁾ Please refer to the GAAP to Non-GAAP Reconciliation that is contained in the attached financial summary.

This information is also available on the Investor Relations section of Tech Data’s website at www.techdata.com.

Net sales for the first quarter ended April 30, 2007 were $5.4 billion, an increase of 9.3 percent from $4.9 billion in the first quarter of fiscal 2007.

The company recorded income from continuing operations of $9.9 million, or $.18 per diluted share for the first quarter ended April 30, 2007, based upon Generally Accepted Accounting Principles (“GAAP”). This compares to $8.9 million, or $.16 per diluted share for the prior-year period. Results for the first quarter of fiscal 2008 include an $8.8 million charge related to the company’s closure of its operations in the United Arab Emirates (UAE). The primarily non-cash charge (reflected as “loss on disposal of subsidiary”) is comprised of $8.4 million of foreign currency translation losses which had been previously recorded in shareholders’ equity and $0.4 million for severance costs and certain asset write-offs. The company decided to close the UAE operations during the first quarter of fiscal 2008 as part of its ongoing initiatives to optimize profitability worldwide. Excluding these charges and a $0.01 per diluted share benefit from an adjustment to previously recorded restructuring accruals, non-GAAP net income for the first quarter of fiscal 2008 totaled $18.2 million, or $.33 per diluted share. In addition, the UAE operations incurred an operating loss of approximately $(5.0) million for the first quarter of fiscal 2008, which was primarily the result of an increase in credit and inventory costs related to the closure. This operating loss is reflected in both the GAAP and non-GAAP results and did not generate any tax benefit in the quarter.

Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

Results for the comparable first quarter of fiscal 2007 included $6.5 million of restructuring charges and $4.1 million of consulting costs related to the company’s European restructuring program completed in the third quarter of fiscal 2007. Excluding these charges and costs, non-GAAP income from continuing operations for the first quarter of fiscal 2007 totaled $18.0 million, or $.32 per diluted share. Including income from discontinued operations of $3.9 million, or $.07 per diluted share, related to the sale of the European training business, net income for the first quarter of fiscal 2007 was $22.0 million, or $.39 per diluted share.

“Our first quarter progress validates that our strategic initiatives are on the right track. We continue to hone our position for long-term success, and while we know we still have work to do, it is clear that our renewed focus on the marketplace and our efforts to optimize our product and customer portfolio mix are beginning to take hold,” commented Robert M. Dutkowsky, Tech Data’s chief executive officer. “We will continue to assess all of our operations and make appropriate adjustments as we strive to optimize our investments worldwide, leverage our infrastructure and achieve improved profitability and return on capital employed.”

First-Quarter Financial Summary

• Net sales in the Americas (including the United States, Canada, Latin America and export sales to the Caribbean) were $2.5 billion, or 46 percent of worldwide net sales, representing an increase of 6.1 percent over the first quarter of fiscal 2007 and a decrease of 1.0 percent over the fourth quarter of fiscal 2007. Net sales in Europe (including Europe, the Middle East and export sales to Africa) totaled $2.9 billion, or 54 percent of worldwide net sales, representing an increase of 12.2 percent (2.1 percent increase on a local currency basis) over the first quarter of fiscal 2007 and a decrease of 19.3 percent (20.8 percent decrease on a local currency basis) over the seasonally stronger fourth quarter of fiscal 2007.

• Gross margin for the first quarter of fiscal 2008 was 4.72 percent compared to 4.80 percent in the prior-year first quarter. The decline in gross margin was attributable to higher inventory costs, including those related to the closure of the UAE operations.

• Selling, general and administrative expenses (SG&A) were $217.2 million or 4.02 percent of net sales compared to $201.6 million or 4.08 percent of net sales in the first quarter of fiscal 2007. SG&A in the first quarter of fiscal 2007 included $4.1 million, or approximately .08 percent of net sales, in consulting costs associated with the European restructuring program completed in the third quarter of fiscal 2007. As a percentage of net sales, the year-over-year decline in SG&A was attributable to productivity improvements achieved from the company’s European restructuring program and the elimination of the noted consulting costs, which were offset by a general increase in operating costs to support sales growth and various strategic initiatives.

• For the first quarter of fiscal 2008, operating income was $29.7 million, or .55 percent of net sales. This compared to operating income of $29.0 million, or .59 percent of net sales in the first quarter of fiscal 2007. On a non-GAAP basis, excluding the loss on disposal of the UAE subsidiary and restructuring related charges in both periods (including consulting costs in fiscal 2007 only), operating income was $38.1 million,

Page 2 of 8

Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

or .71 percent of net sales in the first quarter of fiscal 2008 compared to $39.6 million, or .80 percent of net sales in the prior-year period. In addition, in the first quarter of fiscal 2008, the company incurred an operating loss of $(5.0) million in the UAE which negatively impacted operating income by approximately (.09) percent of net sales.

• On a regional basis, operating income in the Americas was 1.54 percent of net sales compared to 1.59 percent of net sales in the first quarter of fiscal 2007. The decrease was primarily attributable to an increase in sales and operations staff to support growth and various strategic initiatives. In Europe, the company generated an operating loss of (.21) percent of net sales compared to an operating loss of (.25) percent of net sales in the first quarter of fiscal 2007. Excluding the loss on disposal of the UAE subsidiary and restructuring related charges from both periods (including consulting costs in fiscal 2007 only), non-GAAP operating income in Europe for the first quarter of fiscal 2008 was .08 percent of net sales compared to .16 percent in the first quarter of fiscal 2007. Europe’s operating income in the first quarter of fiscal 2008 was negatively impacted by (.17) percent of net sales due to the $(5.0) million operating loss in the UAE. Stock-based compensation expense is not included in the regional segment reporting results; these expenses are presented as a separate reconciling item in the company’s segment reporting (see “Supplementary Information” table attached).

Business Outlook

Statements made regarding the company’s business outlook 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. For the second quarter ending July 31, 2007, the company anticipates net sales to be in the range of $5.20 billion to $5.35 billion. This assumes year-over-year mid-single digit growth in the Americas and low-to-mid single digit growth in Europe on a local currency basis. The company expects to incur additional costs during the second quarter of fiscal 2008 to complete the closure of its UAE subsidiary and certain other operations as well as the closure of a European logistics center to drive further efficiencies. These costs are expected to include operating losses in the range of $2.0 million to $3.0 million and a loss on the disposal of subsidiaries and restructuring charges totaling in the range of $15.0 million to $18.0 million. The company anticipates an effective tax rate for the second quarter of fiscal 2008, excluding the loss on disposal of subsidiaries and restructuring charges, in the range of 45 percent to 50 percent.

Webcast Details

Tech Data will be discussing its first-quarter results on a conference call today at 9:00 a.m. (ET). A webcast of the call, including supplemental schedules, will be available to all interested parties and can be accessed at www.techdata.com (Investor Relations section). The webcast will be available for replay until 5:00 p.m. (ET) on Tuesday, May 29, 2007.

Non-GAAP Financial Information

The non-GAAP data contained in this release is included with the intention of providing investors a more complete understanding of our operational results and trends, but should only be used in conjunction with results reported in accordance with Generally Accepted Accounting Principles ("GAAP"). Non-GAAP measures presented in this release or other releases, presentations and similar documents issued by the company, exclude restructuring charges, certain consulting costs, impairment charges, changes in valuation allowances for certain deferred tax assets, extraordinary gains or losses and other infrequent, non-recurring or unusual items. A detailed reconciliation of the adjustments between results calculated using GAAP and non-GAAP in this release is contained in the attached financial summary. This information is also available for review on the Investor Relations section of Tech Data’s website at www.techdata.com.

Page 3 of 8

Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

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; dependence on information systems; potential adverse effects of acquisitions; exposure to natural disasters, war and terrorism; dependence on independent shipping companies; potential impact of labor strikes; risk of declines in inventory value; product supply and availability; changes in vendor terms and conditions; loss of significant customers; credit exposure due to the deterioration in the financial condition of our customers; the inability to obtain required capital; fluctuations in interest rates; foreign currency exchange risks and exposure to foreign markets; the impact of changes in income tax and other regulatory legislation; changes in accounting rules; and the volatility of common stock. 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 22, 2007. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company's expectations.

About Tech Data

Founded in 1974, Tech Data Corporation (NASDAQ GS: 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 109^th on the FORTUNE 500(R), Tech Data generated $21.4 billion in net sales for its fiscal year ended January 31, 2007. 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

Kristin Wiemer-Bohnsack, Director, Investor Relations and Shareholder Services

727-532-8866 (kristin.wiemer@techdata.com)

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Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

	Three months ended
	April 30,
	2007			2006
Net sales	$	5,402,077		$	4,944,126
Cost of products sold		5,146,829			4,706,987
Gross profit		255,248			237,139
Selling, general and administrative expenses		217,152			201,618
Loss on disposal of subsidiary		8,837			—
Restructuring charges		(453	)		6,479
Operating income		29,712			29,042
Net interest expense and other		7,943			9,560
Net foreign currency exchange (gain) loss		(1,657	)		209
Income from continuing operations before income taxes		23,426			19,273
Provision for income taxes		13,524			10,328
Income from continuing operations		9,902			8,945
Discontinued operations, net of tax		—			3,946
Net income	$	9,902		$	12,891
Net income per common share – basic:
Continuing operations	$	.18		$	.16
Discontinued operations		—			.07
Net income	$	.18		$	.23
Net income per common share – diluted:
Continuing operations	$	.18		$	.16
Discontinued operations		—			.07
Net income	$	.18		$	.23
Weighted average common shares outstanding:
Basic		54,961			55,906
Diluted		55,331			56,265

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Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

(In thousands)

	April 30,		January 31,
	2007		2007
ASSETS
Current assets:
Cash and cash equivalents	$	453,903	$	265,006
Accounts receivable, net		2,371,194		2,464,735
Inventories		1,490,067		1,556,008
Prepaid expenses and other assets		173,796		122,103
Total current assets		4,488,960		4,407,852
Property and equipment, net		141,411		140,762
Goodwill		2,966		2,966
Other assets, net		157,056		152,284
Total assets	$	4,790,393	$	4,703,864
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit loans	$	45,147	$	77,195
Accounts payable		2,024,972		2,011,203
Current portion of long-term debt		1,827		2,376
Accrued expenses and other liabilities		521,077		500,514
Total current liabilities		2,593,023		2,591,288
Long-term debt		363,889		363,604
Other long-term liabilities		47,021		46,252
Total liabilities		3,003,933		3,001,144
Total shareholders' equity		1,786,460		1,702,720
Total liabilities and shareholders' equity	$	4,790,393	$	4,703,864

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Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

TECH DATA CORPORATION AND SUBSIDIARIES

GAAP TO NON-GAAP RECONCILIATION (UNAUDITED)

(In thousands, except per share amounts)

	Three months ended April 30,
	2007			2006
Operating Income
GAAP operating income	$	29,712		$	29,042
Loss on disposal of subsidiary (1)		8,837			—
Restructuring charges		(453	)		6,479
Other costs (2)		—			4,136
Non-GAAP operating income	$	38,096		$	39,657
Net Income
GAAP income from continuing operations	$	9,902		$	8,945
Loss on disposal of subsidiary (1)		8,837			—
Restructuring charges		(453	)		6,479
Other costs (2)		—			4,136
Tax effect on restructuring charges and other costs		(90	)		(1,553	)
Non-GAAP income from continuing operations	$	18,196		$	18,007
Discontinued operations, net of tax		—			3,946
Non-GAAP net income	$	18,196		$	21,953
Net Income per Diluted Share
GAAP income per diluted share from continuing operations	$	.18		$	.16
Loss on disposal of subsidiary (1)		.16			—
Restructuring charges		(.01	)		.12
Other costs (2)		—			.07
Tax effect on restructuring charges and other costs		—			(.03	)
Non-GAAP income per diluted share from continuing operations	$	.33		$	.32
Discontinued operations, net of tax		—			.07
Non-GAAP net income per diluted share	$	.33		$	.39
Weighted average common shares outstanding
Basic		54,961			55,906
Diluted		55,331			56,265

(1) Loss on disposal of subsidiary relates to the closure of the company’s UAE operations and includes $8.4 million for the recognition of foreign currency translation losses and $0.4 million in severance costs and certain asset write-offs.

(2) Other costs represent consulting costs related to the company’s European restructuring program completed in the third quarter of fiscal 2007.

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Tech Data Reports Fiscal 2008 First Quarter Results

May 22, 2007

TECH DATA CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY INFORMATION (UNAUDITED)

(In thousands)

	Three months ended April 30, 2007					Three months ended April 30, 2006
	Operating Income (Loss)			Operating Margin		Operating Income (Loss)			Operating Margin
GAAP Operating Income (Loss) by Segment
Americas	$	38,502		1.54	%	$	37,357		1.59	%
Europe		(6,137	)	(.21	)%		(6,440	)	(.25	)%
Stock-based compensation reconciling amount		(2,653	)	(.05	)%		(1,875	)	(.04	)%
Worldwide total	$	29,712		.55	%	$	29,042		.59	%
	Three months ended April 30, 2007					Three months ended April 30, 2006
	Operating Income			Operating Margin		Operating Income			Operating Margin
Non-GAAP Operating Income by Segment
Americas	$	38,502		1.54	%	$	37,357		1.59	%
Europe		2,247		.08	%		4,175		.16	%
Stock-based compensation reconciling amount		(2,653	)	(.05	)%		(1,875	)	(.04	)%
Worldwide total	$	38,096		.71	%	$	39,657		.80	%
	Three months ended April 30, 2007					Three months ended April 30, 2006
	Operating Income (Loss)			Operating Margin		Operating Income (Loss)			Operating Margin
GAAP to Non-GAAP Reconciliation of Europe Operating Income (Loss)
GAAP operating income (loss)	$	(6,137	)	(.21	)%	$	(6,440	)	(.25	)%
Loss on disposal of subsidiary (1)		8,837		.30	%		—		—
Restructuring charges		(453	)	(.01	)%		6,479		.25	%
Other costs (2)		—		—			4,136		.16	%
Non-GAAP Europe operating income	$	2,247		.08	%	$	4,175		.16	%

(1) Loss on disposal of subsidiary relates to the closure of the company’s UAE operations and includes $8.4 million for the recognition of foreign currency translation losses and $0.4 million in severance costs and certain asset write-offs.

(2) Other costs represent consulting costs related to the company’s European restructuring program completed in the third quarter of fiscal 2007.

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