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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Tech Data Corporation    TECD

TECH DATA CORPORATION

(TECD)
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TECH DATA : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

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12/04/2019 | 05:22pm EST

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.



Planned Acquisition


On November 12, 2019, we entered into an Agreement and Plan of Merger, as
subsequently amended on November 27, 2019 (the ''Merger Agreement''), with the
affiliates of certain funds (the "Apollo Funds"), managed by affiliates of
Apollo Global Management, LLC ("Apollo"), a leading global alternative
investment manager. Pursuant to the Merger Agreement, the affiliates of Apollo
Funds will acquire all the outstanding shares of the Company's common stock for
$145 per share in cash (the "Merger"). The completion of the Merger is subject
to customary closing conditions, including the adoption of the Merger Agreement
by a majority of the holders of the outstanding shares of the Company's common
stock, the expiration or early termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, certain foreign
regulatory approvals and other customary closing conditions.


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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, the reversal of deferred tax valuation allowances and the
       impact of the U.S. Tax Reform;



•      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,

       the reversal of deferred tax valuation allowances and the impact of the
       U.S. Tax Reform.



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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  Table of Contents

RESULTS OF OPERATIONS

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

                                   Three months ended October 31,           

Nine months ended October 31,

                                      2019                 2018               2019                 2018
Net sales                            100.00    %          100.00   %         100.00    %          100.00   %
Cost of products sold                 93.85                94.04              93.87                94.00
Gross profit                           6.15                 5.96               6.13                 6.00
Operating expenses:
Selling, general and
administrative expenses                4.55                 4.25               4.71                 4.61
Acquisition, integration and
restructuring expenses                 0.05                 0.22               0.06                 0.25
Legal settlements and other,
net                                       -                (0.08 )                -                (0.06 )
Gain on disposal of subsidiary        (0.01 )                  -              (0.01 )              (0.02 )
                                       4.59                 4.39               4.76                 4.78
Operating income                       1.56                 1.57               1.37                 1.22
Interest expense                       0.23                 0.27               0.26                 0.29
Other expense, net                     0.05                 0.05               0.02                 0.03
Income before income taxes             1.28                 1.25               1.09                 0.90
Provision for income taxes             0.28                 0.03               0.24                 0.06
Net income                             1.00    %            1.22   %           0.85    %            0.84   %




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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 October 31, 2019 and 2018:

                                             Three months ended October 31,                   Change
                                               2019                   2018                $            %
(in millions)
Consolidated net sales, as reported     $         9,119         $         9,340       $   (221 )      (2.4 )%
Impact of changes in foreign currencies             228                       -            228

Consolidated net sales, as adjusted $ 9,347 $ 9,340 $ 7 0.1 %

Americas net sales, as reported $ 4,202 $ 4,138 $ 64 1.5 % Impact of changes in foreign currencies

              14                       -             14

Americas net sales, as adjusted $ 4,216 $ 4,138 $ 78 1.9 %


Europe net sales, as reported           $         4,623         $         4,920       $   (297 )      (6.0 )%
Impact of changes in foreign currencies             215                       -            215
Europe net sales, as adjusted           $         4,838         $         

4,920 $ (82 ) (1.7 )%


Asia-Pacific net sales, as reported     $           294         $           282       $     12         4.3  %
Impact of changes in foreign currencies              (1 )                     -             (1 )
Asia-Pacific net sales, as adjusted     $           293         $           

282 $ 11 3.9 %



QUARTERLY COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $78 million is

primarily due to growth in software.

EUROPE

• The decrease in Europe net sales, as adjusted, of $82 million is primarily

due to a decline in data center products, partially offset by growth in

software. 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 $11 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 nine months ended October 31, 2019 and 2018:

                                         Nine months ended October 31,               Change
                                              2019              2018             $            %
(in millions)
Consolidated net sales, as reported     $        26,618$   26,774$   (156 )      (0.6 )%
Impact of changes in foreign currencies             864              -      

864

Consolidated net sales, as adjusted $ 27,482$ 26,774

$ 708 2.6 %

Americas net sales, as reported $ 12,308$ 11,799

  $    509         4.3  %
Impact of changes in foreign currencies              55              -      

55

Americas net sales, as adjusted $ 12,363$ 11,799

$ 564 4.8 %


Europe net sales, as reported           $        13,372$   14,131$   (759 )      (5.4 )%
Impact of changes in foreign currencies             791              -      

791

Europe net sales, as adjusted           $        14,163$   14,131

$ 32 0.2 %


Asia-Pacific net sales, as reported     $           938     $      844$     94        11.1  %
Impact of changes in foreign currencies              18              -      

18

Asia-Pacific net sales, as adjusted     $           956     $      844$    112        13.3  %




YEAR TO DATE COMMENTARY

AMERICAS

• The increase in Americas net sales, as adjusted, of $564 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 $32 million is primarily

due to growth in software. 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 $112 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 nine months ended October 31, 2019 and 2018 (as a percent of
consolidated net sales):
                               Three months ended October 31,      Nine months ended October 31,
                                  2019                2018            2019               2018
Apple, Inc.                       17%                 17%              15%                15%
Cisco Systems, Inc.               11%                 10%              11%                11%
HP Inc.                           10%                 11%              11%                11%

There were no customers that exceeded 10% of our consolidated net sales for the three and nine months ended October 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 nine months ended October 31,
2019 and 2018:
  QUARTERLY RESULTS



                [[Image Removed: chart-cb12347c3f0d5c3a97f.jpg]]
                            Three months ended October 31,                   Change
                                2019               2018                $                %
(in millions)
Gross profit, as
reported                 $          560.4     $       556.6     $         3.8              0.7 %
Impact of changes in
foreign currencies                   13.3                 -              13.3
Gross profit, as
adjusted                 $          573.7     $       556.6$        17.1              3.1 %




  YEAR TO DATE RESULTS



                [[Image Removed: chart-476ae9b05730592aa79.jpg]]
                            Nine months ended October 31,                  Change
                               2019               2018                $                %
(in millions)
Gross profit, as
reported                 $       1,631.4$     1,606.8$        24.6             1.5 %
Impact of changes in
foreign currencies                  50.6                 -              50.6
Gross profit, as
adjusted                 $       1,682.0$     1,606.8$        75.2             4.7 %



The quarter to date increase in gross profit, as adjusted, of $17.1 million is
primarily due to the mix of products sold. The year to date increase in gross
profit, as adjusted of $75.2 million is primarily due to an increase in net
sales volume and the mix of products sold. The quarter to date and year to date
increase in gross profit as a percentage of net sales, as reported, of 19 basis
points and 13 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 nine months ended October 31, 2019 and
2018:
                             Three months ended October 31,                    Change
                               2019                 2018                 $                %
(in millions)
SG&A, as reported        $        415.2$        396.7$        18.5              4.7 %
Impact of changes in
foreign currencies                 10.4                    -               10.4
SG&A, as adjusted        $        425.6$        396.7$        28.9              7.3 %

SG&A as a percentage of
net sales, as reported             4.55 %               4.25 %                            30 bps



                             Nine months ended October 31,                    Change
                               2019                 2018                $                %
(in millions)
SG&A, as reported        $      1,252.8$      1,234.4$        18.4              1.5 %
Impact of changes in
foreign currencies                 42.0                    -              42.0
SG&A, as adjusted        $      1,294.8$      1,234.4$        60.4              4.9 %

SG&A as a percentage of
net sales, as reported             4.71 %               4.61 %                           10 bps


The quarter and year to date increase in SG&A, as adjusted, and SG&A as a
percentage of net sales is primarily due to a benefit in the prior year of
approximately $25 million related to the collection of an accounts receivable
balance previously considered uncollectible, as well as increased investments in
our strategic priorities. The increase in SG&A is partially offset by savings
from our Global Business Optimization Program and an expense of $5.5 million in
the prior year to record an indemnification liability to Avnet due to the
resolution of a pre-acquisition tax matter. The expense recorded in SG&A in the
prior year related to an indemnification liability is offset by a benefit
recorded in the provision for income taxes (see Note 6 of Notes to Consolidated
Financial Statements for further discussion).
ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES
Acquisition, integration and restructuring expenses are primarily comprised of
costs related to the fiscal 2018 acquisition of Avnet, Inc.'s ("Avnet")
Technology Solutions business ("TS") and restructuring costs related to the
Global Business Optimization Program which was initiated in fiscal 2019.
Acquisitions
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
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 costs includes payroll related costs
including retention, stock compensation, relocation and travel expenses,
incurred as part of the integration of TS. For the nine months ended October 31,
2018, other costs are partially offset by 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.
We incurred no acquisition, integration and restructuring expenses related to
the acquisition of TS during the three and nine months ended October 31, 2019
and do not expect to incur any additional costs in future periods. Acquisition,
integration and restructuring expenses for the three and nine months ended
October 31, 2018 related to the acquisition of TS are comprised of the
following:
                                           Three months ended     Nine months ended October
                                              October 31,                    31,
                                                  2018                       2018
(in millions)
Restructuring costs                      $                1.6     $                   16.3
IT related costs                                          2.1                         10.6
Professional services                                     0.8                          5.2
Transaction related costs                                 0.3                          1.4
Other costs                                               2.4                          1.8
Total                                    $                7.2     $                   35.3



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Additionally, we incurred $1.8 million of transaction related costs during the
three and nine months ended October 31, 2019 related to the proposed Merger with
the affiliates of Apollo Funds and the acquisition of DLT Solutions (see Note 14
of Notes to Consolidated Financial Statements for further discussion).
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. 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 October 31,    Nine months 

ended October 31, Cumulative Amounts

                              2019             2018             2019              2018         Incurred to Date
(in thousands)
Severance costs          $         1.9     $      8.7     $           9.2     $     17.6     $              35.6
Professional services
and other costs                    1.0            4.4                 5.1           13.9                    21.3
Total                    $         2.9     $     13.1     $          14.3     $     31.5     $              56.9


Restructuring expenses related to the GBO Program by segment are as follows:
                             Three months ended October 31,         Nine months ended October 31,
                                 2019               2018               2019               2018
(in thousands)
Americas                   $           1.9     $         2.5     $           6.2     $         9.8
Europe                                 1.0              10.1                 7.2              21.0
Asia-Pacific                             -               0.5                 0.9               0.7
Total                      $           2.9     $        13.1     $          14.3     $        31.5


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 during
the nine months ended October 31, 2018, 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.
We recorded an additional gain on the sale of this entity of $1.4 million during
the three and nine months ended October 31, 2019. The operating results of this
entity during the nine months ended October 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 nine months ended October 31,
2019 and 2018:
  QUARTERLY RESULTS
   ($ in millions)



                [[Image Removed: chart-6c1372d4ead85ee8bcc.jpg]]

  YEAR TO DATE RESULTS
    ($ in millions)



                [[Image Removed: chart-2444053262b950d292e.jpg]]
                                       Three months ended October 31,         Nine months ended October 31,
                                          2019                2018               2019               2018
(in millions)
Operating income                    $       141.9$       146.9$       364.3$       327.7
Acquisition, integration and
restructuring expenses                        4.6                20.3               16.1                66.8
Legal settlements and other, net                -                (7.2 )             (0.3 )             (15.4 )
Acquisition-related intangible
assets amortization expense                  21.1                22.5               63.1                68.5
Gain on disposal of subsidiary               (1.4 )                 -               (1.4 )              (6.7 )
Tax indemnifications                          0.1                 5.5                0.6                 6.1
Non-GAAP operating income           $       166.3$       188.0$       442.4$       447.0



CONSOLIDATED COMMENTARY

• The quarter to date decrease in GAAP operating income of $5.0 million is

primarily due to a benefit in the prior year of approximately $25 million

related to the collection of an accounts receivable balance previously

considered uncollectible, partially offset by a decrease in acquisition,

       integration and restructuring expenses.


• The year to date increase in GAAP operating income of $36.6 million is

primarily due to a decrease in acquisition, integration and restructuring

       expenses and an increase in net sales volume, excluding the impact of
       changes in foreign currencies. The increase in GAAP operating income is
       partially offset by a benefit in the prior year of approximately $25
       million related to the collection of an accounts receivable balance
       previously considered uncollectible and lower gains from legal
       settlements.


• The quarter to date decrease in non-GAAP operating income of $21.7 million

       is primarily due to a benefit in the prior year of approximately $25
       million related to the collection of an accounts receivable balance
       previously considered uncollectible.


• The year to date decrease in non-GAAP operating income of $4.6 million is

primarily due to a benefit in the prior year of approximately $25 million

related to the collection of an accounts receivable balance previously

       considered uncollectible, partially offset by an increase in net sales
       volume, excluding the impact of changes in foreign currencies.



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AMERICAS


  QUARTERLY RESULTS
   ($ in millions)



                [[Image Removed: chart-8fa3192328cc53eeb07.jpg]]


  YEAR TO DATE RESULTS
    ($ in millions)



                [[Image Removed: chart-1b0ed04cedda5a84abe.jpg]]
                                    Three months ended October 31,       Nine months ended October 31,
                                          2019             2018             2019               2018
(in millions)
Operating income - Americas         $         82.4     $    112.4$       244.2$       261.7
Acquisition, integration and
restructuring expenses                         3.5            6.0               7.8                19.0
Legal settlements and other, net                 -           (7.2 )            (0.3 )             (15.4 )
Acquisition-related intangible
assets amortization expense                   13.5           13.6              40.3                40.8
Non-GAAP operating income -
Americas                            $         99.4     $    124.8$       292.0$       306.1

AMERICAS COMMENTARY

• The quarter to date decrease in GAAP operating income of $30.0 million is

primarily due to a benefit in the prior year of approximately $25 million

related to the collection of an accounts receivable balance previously

       considered uncollectible and lower gains from legal settlements.


• The year to date decrease in GAAP operating income of $17.5 million is

primarily due to a benefit in the prior year of approximately $25 million

related to the collection of an accounts receivable balance previously

considered uncollectible, lower gains from legal settlements and increased

investments in our strategic priorities, partially offset by an increase

       in net sales volume and a decrease in acquisition, integration and
       restructuring expenses.


• The quarter to date decrease in non-GAAP operating income of $25.4 million

       is primarily due to a benefit in the prior year of approximately $25
       million related to the collection of an accounts receivable balance
       previously considered uncollectible.


• The year to date decrease in non-GAAP operating income of $14.1 million is

primarily due to a benefit in the prior year of approximately $25 million

related to the collection of an accounts receivable balance previously

       considered uncollectible and increased investments in our strategic
       priorities, partially offset by an increase in net sales volume.



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EUROPE


  QUARTERLY RESULTS
   ($ in millions)



                [[Image Removed: chart-c5b90136d7f25fdf934.jpg]]

  YEAR TO DATE RESULTS
    ($ in millions)



                [[Image Removed: chart-f2b08aa20d32501babc.jpg]]
                                        Three months ended October 31,           Nine months ended October 31,
                                           2019                  2018               2019               2018
(in millions)
Operating income - Europe           $         66.5         $         39.9     $       140.6$        86.2
Acquisition, integration and
restructuring expenses                         1.0                   13.1               7.2                44.4
Acquisition-related intangible
assets amortization expense                    6.3                    7.7              18.9                23.7
Gain on disposal of subsidiary                (1.4 )                    -              (1.4 )              (6.7 )
Tax indemnifications                             -                    5.5                 -                 6.5

Non-GAAP operating income - Europe $ 72.4 $ 66.2

$ 165.3$ 154.1

EUROPE COMMENTARY

• The quarter and year to date increase in GAAP operating income of $26.6

million and $54.4 million, respectively, is primarily due to a reduction

in acquisition, integration and restructuring expenses, changes in the mix

       of products sold and an expense in the prior year to record an
       indemnification liability to Avnet due to the resolution of a
       pre-acquisition tax matter.


• The quarter and year to date increase in non-GAAP operating income of $6.2

       million and $11.2 million, respectively, is primarily due to changes in
       the mix of products sold.



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ASIA-PACIFIC



QUARTERLY RESULTS


                                                        Three months ended October 31,
                                                   2019                               2018
                                                      as a % of net                        as a % of net
                                      $ in millions       sales          $ in millions         sales
Operating income - Asia-Pacific       $       0.3          0.09 %      $           2.7          0.97 %
Acquisition, integration and
restructuring expenses                        0.1                           

0.6

Acquisition-related intangible
assets amortization expense                   1.3                                  1.3
Tax indemnifications                          0.1                                    -
Non-GAAP operating income -
Asia-Pacific                          $       1.8          0.60 %      $           4.6          1.64 %


YEAR TO DATE RESULTS


                                                        Nine months ended October 31,
                                                   2019                              2018
                                                      as a % of net                       as a % of net
                                      $ in millions       sales         $ in millions         sales
Operating income - Asia-Pacific       $       3.2          0.34 %      $        3.5            0.41 %
Acquisition, integration and
restructuring expenses                        1.1                           

1.1

Acquisition-related intangible
assets amortization expense                   3.9                           

4.0

Tax indemnifications                          0.6                              (0.4 )
Non-GAAP operating income -
Asia-Pacific                          $       8.8          0.94 %      $        8.2            0.97 %


ASIA-PACIFIC COMMENTARY

• The quarter to date decrease in both GAAP and non-GAAP operating income is

primarily due to increased credit costs. Year to date GAAP and non-GAAP

       operating income were both relatively flat when compared to the prior
       year.



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 October 31,       

Nine months ended October 31,

                                          2019                2018               2019               2018
(in millions)
Americas                            $        82.4$       112.4$       244.2$       261.7
Europe                                       66.5                39.9              140.6                86.2
Asia-Pacific                                  0.3                 2.7                3.2                 3.5
Stock-based compensation expense             (7.3 )              (8.1 )            (23.7 )             (23.7 )
Operating income                    $       141.9$       146.9$       364.3$       327.7




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INTEREST EXPENSE


Interest expense decreased by $4.4 million to $21.0 million in the third quarter
of fiscal 2020 compared to $25.4 million in the third quarter of fiscal 2019,
primarily due to a benefit in interest expense of $3.4 million related to our
net investment hedges (see further discussion in Note 9 of Notes to Consolidated
Financial Statements). Interest expense decreased by $11.1 million to $68.3
million in the first nine months of fiscal 2020 compared to $79.4 million in the
same period of the prior fiscal year, primarily due to a benefit in interest
expense of $6.8 million related to our net investment hedges and lower amounts
outstanding on term loan credit agreements.

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," decreased to $4.3 million of expense in the
third quarter of fiscal 2020 compared to $5.0 million of expense in the third
quarter of the prior year, primarily due to higher gains on the investments
contained within life insurance policies. On a year to date basis, "other
expense, net" decreased to $6.6 million of expense in the first nine months of
fiscal 2020 compared to $7.8 million of expense 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,
partially offset by higher discounts on the sale of accounts receivables. 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 nine months ended October 31, 2019 and
2018:
  QUARTERLY RESULTS



                [[Image Removed: chart-aba5da3101465391bd9.jpg]]




  YEAR TO DATE RESULTS



                [[Image Removed: chart-b996698f8e225d92bf9.jpg]]



                    Three months ended October 31,     Nine months ended
October 31,
                        2019               2018            2019               2018
Effective tax rate      22.1%              2.0%            22.1%              7.0%



The increase in both the effective tax rate and the provision for income taxes
for the three and nine months ended October 31, 2019, as compared to the prior
year, is primarily due to the impact of the following:
•      During the three and nine months ended October 31, 2018, we decreased our
       provisional estimate of the one-time transition tax related to U.S. Tax
       Reform by $24.0 million.

• During the three and nine months ended October 31, 2018, we recorded

income tax benefits of $5.5 million and $6.1 million, respectively, due to

the resolution of certain pre-acquisition tax matters related to TS.

• During the nine months ended October 31, 2018, we recorded an income tax

benefit of $13.0 million in relation to a settlement agreement reached

       with Avnet (see Note 6 of Notes to Consolidated Financial Statements for
       further discussion).



Additionally, the increase in the absolute dollar value of the provision for
income taxes for the nine months ended October 31, 2019 as compared to the prior
year is due to an increase in taxable earnings.
U.S. Tax Reform

On December 22, 2017, the U.S. federal government enacted the U.S. Tax Cuts and
Jobs Act ("U.S. Tax Reform") which significantly revised U.S. corporate income
tax law by, among other things, reducing the U.S. federal corporate income tax
rate from 35% to 21% and implementing a modified territorial tax system that
includes a one-time transition tax on deemed repatriated earnings of foreign
subsidiaries. The SEC provided accounting and reporting guidance that allowed us
to report provisional amounts within a measurement period up to one year due to
the complexities inherent in adopting the changes. During the three and nine
months ended October 31, 2018, we decreased our provisional estimate of the
one-time transition tax by $24.0 million upon further analysis of earnings and
profits of our foreign subsidiaries and utilization of foreign tax credits.


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Tax Indemnifications


In connection with the acquisition of TS, pursuant to the interest purchase
agreement, the Company and Avnet agreed to indemnify each other in relation to
certain tax matters. As a result, we have recorded certain indemnification
assets and liabilities for expected amounts to be received from and paid to
Avnet. We recorded a benefit in income tax expense of $5.5 million during the
three months ended October 31, 2018 and a benefit in income tax expense of $0.6
million and $6.1 million during the nine months ended October 31, 2019 and 2018,
respectively, due to the resolution of certain pre-acquisition tax matters. As a
result, in SG&A we recorded an expense of $5.5 million during the three months
ended October 31, 2018 and expenses of $0.6 million and $6.1 million during the
nine months ended October 31, 2019 and 2018, respectively. The net impact of
these items had no impact on our net income.

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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
October 31, 2019 and 2018 ($ in millions, except per share data):
[[Image Removed: chart-b473e8b9f5815a51a91.jpg]][[Image Removed: chart-14736a1fb8d05731bc2.jpg]]
CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION
                                                 Net Income              Earnings per Share-Diluted
Three months ended October 31:               2019          2018            2019              2018
(in millions, except per share data)
GAAP results                              $    90.8$   114.2$      2.52$      2.96
Acquisition, integration and
restructuring expenses                          4.6          20.3            0.13              0.53
Legal settlements and other, net                  -          (7.2 )             -             (0.19 )
Acquisition-related intangible assets
amortization expense                           21.1          22.5            0.59              0.58
Gain on disposal of subsidiary                 (1.4 )           -           (0.04 )               -
Tax indemnifications                            0.1           5.5               -              0.14

Income tax effect of tax indemnifications (0.1 ) (5.5 )

     -             (0.14 )
Income tax effect of other adjustments
above                                          (6.3 )        (8.8 )         (0.18 )           (0.23 )
Income tax benefit from acquisition
settlement                                        -          (0.2 )             -                 -
Reversal of deferred tax valuation
allowances                                        -          (0.5 )             -             (0.01 )
Impact of U.S. Tax Reform                         -         (24.0 )             -             (0.62 )
Non-GAAP results                          $   108.8$   116.3$      3.02$      3.02




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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 nine months ended
October 31, 2019 and 2018 ($ in millions, except per share data):
[[Image Removed: chart-7be97a17dc1054709a5.jpg]][[Image Removed: chart-d52352cf4995558faa4.jpg]]

CONSOLIDATED GAAP TO NON-GAAP RECONCILIATION

                                                   Net Income             Earnings per Share-Diluted
Nine months ended October 31:                   2019         2018           2019              2018
(in millions, except per share data)
GAAP results                                 $  225.4$  223.8$      6.15$      5.80
Acquisition, integration and restructuring
expenses                                         16.1         66.8            0.44              1.73
Legal settlements and other, net                 (0.3 )      (15.4 )         (0.01 )           (0.40 )
Acquisition-related intangible assets
amortization expense                             63.1         68.5            1.72              1.78
Gain on disposal of subsidiary                   (1.4 )       (6.7 )         (0.04 )           (0.17 )
Tax indemnifications                              0.6          6.1            0.02              0.16
Value added tax assessment and related
interest expense                                    -         (0.9 )             -             (0.02 )

Income tax effect of tax indemnifications (0.6 ) (6.1 )

  (0.02 )           (0.16 )

Income tax effect of other adjustments above (19.6 ) (31.2 )

  (0.53 )           (0.81 )
Income tax benefit from acquisition
settlement                                          -        (13.0 )             -             (0.34 )
Reversal of deferred tax valuation
allowances                                          -         (3.1 )             -             (0.08 )
Impact of U.S. Tax Reform                           -        (24.0 )             -             (0.62 )
Non-GAAP results                             $  283.3$  264.8$      7.73$      6.87





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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: Nine months ended October 31:

                                  2019         

2018

(in millions)
Net cash provided by (used in):
Operating activities                                         $ 412.6$  149.3
Investing activities                                           (51.3 )     (154.3 )
Financing activities                                          (183.1 )     (266.6 )
Effect of exchange rate changes on cash and cash equivalents   (13.2 )      (37.5 )
Net increase (decrease) in cash and cash equivalents         $ 165.0$ (309.1 )



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 October 31,
2019 and 2018, and January 31, 2019 and 2018:

                [[Image Removed: chart-fbb672a38943542b857.jpg]]
                [[Image Removed: chart-0276b74c719255f985d.jpg]]
As of:          October 31, 2019    January 31, 2019            As of:          October 31, 2018    January 31, 2018
DSO                       58                  54                DSO                       58                  55
DOS                       33                  31                DOS                       33                  29
DPO                      (74 )               (70 )              DPO                      (73 )               (68 )
Net cash days             17                  15                Net cash days             18                  16




The net increase in cash provided by operating activities of $263.3 million is
primarily due to the impact of changes in working capital. The decrease in cash
used in investing activities of $103.0 million is primarily due to $120 million
paid to Avnet in the prior year related to the final working capital adjustment
for the acquisition of TS, partially offset by increased capital expenditures in
the current year of $11.5 million. The decrease in cash used in financing
activities of $83.5 million is primarily due to the prior year repayment of $200
million of borrowings under the 2016 Term Loan Credit Agreement and an increase
in net borrowings on revolving credit loans of $24.3 million, partially offset
by an increase of $123.2 million in cash 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 32% at October 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 will be sufficient to meet our working capital needs and
cash requirements for at least the next 12 months.

At October 31, 2019, we had approximately $964.1 million in cash and cash
equivalents, of which approximately $813.2 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 October 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 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 had $300.0 million outstanding under the 2019
Term Loan Credit Agreement at October 31, 2019.

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 $1.7 billion at both October 31, 2019 and
January 31, 2019. As collections reduce

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accounts receivable balances included in the collateral pool, we may transfer
interests in new receivables to bring 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
October 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 $394.9 million at October 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 $116.9 million outstanding on these facilities at October 31,
2019, at a weighted average interest rate of 7.26%, and there was $102.3 million
outstanding at January 31, 2019, at a weighted average interest rate of 8.05%.

At October 31, 2019, we had also issued standby letters of credit of $32.0
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 October 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
October 31, 2019 and January 31, 2019, we had a total of $921 million and $1.1
billion, respectively, of accounts receivable sold to and held by financial
institutions under these agreements. During both the three months ended
October 31, 2019 and 2018, discount fees recorded under these facilities
were $4.1 million. During the nine months ended October 31, 2019 and 2018,
discount fees recorded under these facilities were $11.8 million and $10.5
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. In August 2019, our
Board of Directors authorized the repurchase of up to an additional $200.0
million of our common stock, resulting in a total share repurchase authorization
of $500.0 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 we repurchase are held in treasury for general corporate purposes,
including issuances under equity incentive and benefit plans.

We repurchased 1,697,609 shares of our common stock at a cost of $167.0 million
during the nine months ended October 31, 2019. As of October 31, 2019, we had
$226.0 million available for future repurchases of our common stock under the
authorized share repurchase program. Pursuant to the terms of the Merger
Agreement with the affiliates of Apollo Funds, we suspended our share repurchase
program as of November 13, 2019.
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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