Item 2.02. Results of Operations and Financial Condition.
On August 31, 2017, Tech
Data Corporation (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference,
announcing its financial results for the three months ended July 31, 2017. The information in this Form 8-K, including Exhibit
99.1, 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 months ended July 31, 2017, contained herein are prepared in accordance with U.S. Generally Accepted Accounting
Principles (“GAAP”) and 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 not reflected in the GAAP presentations.
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LCD settlements and other, net:
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For the three
months ended July 31, 2017, non-GAAP operating income and non-GAAP operating margin exclude gains associated with LCD settlements
and other, net of $28.7 million. For the three months ended July 31, 2017, non-GAAP net income and non-GAAP net income per diluted
share exclude this item, net of the tax impact.
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Acquisition, integration and restructuring expenses:
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For the three
months ended July 31, 2017, non-GAAP operating income and non-GAAP operating margin exclude acquisition, integration and restructuring
expenses of $30.1 million. For the three months ended July 31, 2017, non-GAAP net income and non-GAAP net income per diluted share
exclude this item, net of the tax impact.
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Acquisition-related intangible assets amortization expense:
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For the three
months ended July 31, 2017, non-GAAP selling, general and administrative expenses, non-GAAP operating income and non-GAAP operating
margin exclude acquisition-related intangible assets amortization expense of $22.9 million. For the three months ended July 31,
2017, non-GAAP net income and non-GAAP net income per diluted share exclude this item, net of the tax impact.
In addition to GAAP results,
Company management believes that the presentation of non-GAAP financial measures is useful to investors because it provides investors
with a more complete understanding of our operational results and a meaningful comparison of our performance between periods. The
non-GAAP results and outlook should only be used in conjunction with results reported in accordance with GAAP and are not intended
to be a substitute for results reported in accordance with GAAP. Non-GAAP financial measures presented in the press release, supplemental
slide presentation and similar documents issued by the Company include but are not limited to net sales, income or expense items
as adjusted for the impact of changes in foreign currencies (referred to as “constant currency”), non-GAAP operating
income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share and Adjusted Return on Invested Capital.
These non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures
presented by comparable companies. Management may also use these non-GAAP financial measures to establish operational goals and,
in some cases, for measuring performance for compensation purposes. The press release and supplemental slide presentation provide
a detailed reconciliation between results reported in accordance with GAAP and non-GAAP financial measures.