Ingram Micro 2014 Annual Report Download

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(Mark One)
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
 
Class A Common Stock,
Par Value $.01 Per Share
New York Stock Exchange


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.101 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently
completed second fiscal quarter, at June 28, 2014, was $4,367,787,552 based on the closing sale price on such last business day of $28.80 per share.
The registrant had 156,242,802 shares of Class A Common Stock, par value $0.01 per share, outstanding at January 31, 2015.

Portions of the Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held June 3, 2015 are incorporated by reference into Part III of
this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12203 Ingram...

  • Page 2
    ... Market What Services We Provide Who Our Suppliers Are Who Our Competitors Are Our Business is Affected by Seasonality How We Manage Our Inventory Our Trademarks and Service Marks Our Employees Our Corporate Social Responsibility Available Information EXECUTIVE OFFICERS OF THE COMPANY ITEM 1A. RISK...

  • Page 3
    ... the technology value chain, we create sales and profitability opportunities for vendors, resellers, mobile network operators and other customers through unique marketing programs; outsourced logistics and mobile device lifecycle solutions; technical support; financial services; product aggregation...

  • Page 4
    ... value-added resellers ("VARs") that serve as technology sources for the SMB market. The SMB end-user segment is generally one of the largest segments of the IT market in terms of number of customers and total dollars spent annually, and typically provides higher gross margins for distributors...

  • Page 5
    ...customer accounted for more than 10% of our total revenue in fiscal 2014. How We Sell and Market We employ sales representatives and technical specialists worldwide, both in the field and on our campuses, who assist resellers with product specifications and solution design, system configuration, new...

  • Page 6
    ...AIDC software, and wireless infrastructure products; • physical security products such as Internet protocol video surveillance, security alarm systems, fire alarm systems, access control smart cards and printers; • services provided by third parties and resold by Ingram Micro such as engineering...

  • Page 7
    ... of customer-owned goods at Ingram Micro Advanced Logistic Centers); • integration services (compatibility assurance, order configuration, drop ship to end-users); • technical support (real-time, multi-vendor support; certified technical expertise; technology help desks; pre-sales consultative...

  • Page 8
    ... in AIDC/POS products. While we face some competitors in more than one region, others are specialized in local markets, such as Synnex Technology International (Asia-Pacific), Digital China (China), Redington (India, MEA), Dicker Data (Australia and New Zealand), Intcomex (Latin America), Esprinet...

  • Page 9
    ...Foxconn, Incomm, Aerovoice and Celistics (North America and/or Latin America); Cellnet Group Ltd. (Asia-Pacific); Arvato Logistics Services, Tech Data Mobile and Avenir S.A. (Europe). The evolving direct-sales relationships between manufacturers, resellers, and end-users continue to introduce change...

  • Page 10
    ... 3, 2015, we employed approximately 21,700 associates worldwide (as measured on a full-time equivalent basis). Certain of our employees in Europe, Asia-Pacific and Latin America are subject to union representation, collective bargaining or similar arrangements. Our success depends on the talent and...

  • Page 11
    ... 2013. Mr. Gupta served as our senior vice president, Ingram Micro Asia-Pacific from August 2007 to January 2008. Prior to joining Ingram Micro, Mr. Gupta spent nine years with Tech Pacific Group, starting in 1995 as managing director of India, then in 2001 was promoted to chief executive officer...

  • Page 12
    ...; market share; revenues, margin, expenses and other operating results and ratios; economic conditions; vendor terms and conditions; deployment of enterprise systems; pricing strategies; customer terms and conditions; organizational effectiveness program and related restructuring, integration and...

  • Page 13
    ... BrightPoint, a global leader in mobile device lifecycle services; Aptec, a Dubai-based value-added distributor in the Middle East and Africa, with products and solutions covering data center, storage, security, networking and software categories, and the provision of technical services; Promark...

  • Page 14
    ... with our customers, suppliers or associates; impair our order processing; or more generally prevent our customers and suppliers from accessing information, which could cause us to lose business. Experienced computer programmers and hackers may be able to penetrate our network security and...

  • Page 15
    ... significantly affected by risks associated with conducting business in multiple jurisdictions, including, but not limited to, the following: • trade protection laws, policies and measures; • import and export duties, customs levies and value-added taxes; • compliance with foreign and domestic...

  • Page 16
    ... experience intense competition across all markets for our products and services. Our competitors include local, regional, national, and international distributors, as well as suppliers that employ a direct-sales model. As a result of intense price competition in the IT and mobility products...

  • Page 17
    ...products and services to a global customer base of more than 200,000 customers in more than 160 countries. Based on currently available data, we believe that we are the market share leader in technology distribution, by net sales, in North America and Latin America, and number two in Europe and Asia...

  • Page 18
    ... from its own customer base, becomes financially unstable, or is acquired by another company, our revenues, and our ability to access rebates or reduced pricing from product suppliers or other vendors may be negatively impacted, resulting in an adverse effect on our business or results of operations...

  • Page 19
    ... us from marketing or selling certain products or services, which could affect our ability to compete effectively. If an infringement claim is successful, we may be required to pay damages or seek royalty or license arrangements, which may not be available on commercially reasonable terms. Our...

  • Page 20
    ...terms and conditions imposed by our suppliers and/or competitors and the prices we charge our customers, which in turn may negatively impact our revenues and/or gross margins; • seasonal variations in the demand for our products and services, which historically have included lower demand in Europe...

  • Page 21
    ... corporate headquarters is located in Santa Ana, California. We support our global operations through an extensive sales and administrative office and distribution network throughout North America, Europe, Asia-Pacific (including MEA), and Latin America. We operate 122 distribution centers worldwide...

  • Page 22
    ...PURCHASES OF EQUITY SECURITIES Common Stock. Our Common Stock is traded on the New York Stock Exchange under the symbol IM. The following table sets forth the high and low price per share, based on closing price, of our Common Stock for the periods indicated. HIGH LOW Fiscal Year 2014 Fiscal Year...

  • Page 23
    ... our consolidated financial statements since their respective dates of acquisition. Our fiscal year is a 52-week or 53-week period ending on the Saturday nearest to December 31. References below to "2014", "2013," "2012," "2011," and "2010" represent the fiscal years ended January 3, 2015 (53-weeks...

  • Page 24
    ... of Our Business Sales We are the largest wholesale technology distributor and a global leader in IT supply chain, mobile device lifecycle services and logistics solutions worldwide based on revenues. We offer a broad range of IT products and supply chain solutions and help generate demand and...

  • Page 25
    ... assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we review and evaluate our estimates and assumptions, including, but not limited to, those that relate to trade accounts receivable; vendor programs...

  • Page 26
    ...consolidated net sales during the three years ended January 3, 2015. We provide allowances for doubtful accounts on our trade accounts receivable for estimated losses resulting from the inability of our customers to make required payments. Changes in the financial condition of our customers or other...

  • Page 27
    ... America, Europe, Asia-Pacific, and Latin America. In the fourth quarter of 2012, we acquired BrightPoint, a global leader in providing devices lifecycle services to the wireless industry, and added this as a reportable segment. Since the acquisition of BrightPoint, we have continued to integrate...

  • Page 28
    ...operating income and operating margin by reportable segment for each of the fiscal years indicated. Results of Operations for the Years Ended January 3, 2015 and December 28, 2013: 2014 2013 Change - Increase (Decrease) Net sales by reporting segment: North America Europe Asia-Pacific Latin America...

  • Page 29
    ...Europe, also led to lower gross margin versus last year. We continuously evaluate and modify our pricing policies and certain terms, conditions and credit offered to our customers to reflect those being imposed by our vendors and general market conditions. We may experience fluctuations in our sales...

  • Page 30
    ... related to the expected recovery of our deferred tax assets. Year ended December 28, 2013 compared with the year ended December 29, 2012 2013 2012 Change - Increase (Decrease) Net sales by reporting segment: North America Europe Asia-Pacific Latin America Total $ 17,367,098 13,184,224 9,950...

  • Page 31
    ...the year ended December 29, 2012, largely reflects our acquisitions which contributed approximately ten percentage points of our growth in consolidated revenue. In addition, net sales in 2013 reflected solid growth in Latin America, North America, and parts of Asia-Pacific, particularly in India and...

  • Page 32
    ... and reorganization and integration costs, all of which are discussed previously. The increase in our North American operating margin in 2013 compared to 2012 reflects the acquisition of BrightPoint during the fourth quarter of 2012, which increased the level of mobility service revenues, as well as...

  • Page 33
    ... indicative of results for any future period. Income Before Income Taxes Diluted Earnings Per Share Net Sales Gross Profit Income From Operations Net Income 2014 Quarter Ended: (1)(3) March 29, 2014 June 28, 2014 September 27, 2014 January 3, 2015 2013 Quarter Ended:(1)(2) March 30, 2013...

  • Page 34
    ... cash, trade and supplier credit and various financing facilities. As a distributor, our business requires significant investment in working capital, particularly trade accounts receivable and inventory, which is partially financed by vendor trade accounts payable. As a general rule, when sales...

  • Page 35
    ... each year. These notes may be redeemed by us in whole at any time or in part from time to time, at our option, at redemption prices that are designated in the terms and conditions of the respective notes. We have a revolving trade accounts receivable-backed financing program in North America which...

  • Page 36
    ... financing under all our trade accounts receivable-backed financing programs in North America, Europe and Asia-Pacific, as discussed above, is dependent upon the level of eligible trade accounts receivable as well as continued covenant compliance. We may lose access to all or part of our financing...

  • Page 37
    ... financial statements). Payments Due by Period Contractual Obligations Total Capacity Balance Outstanding Less Than 1 Year 1 - 3 Years 3 - 5 Years After 5 Years Senior unsecured notes North American revolving trade accounts receivable-backed financing program(1) Europe revolving trade accounts...

  • Page 38
    ... consolidated financial statements for the discussion of new accounting standards. Market Risk We are exposed to the impact of foreign currency fluctuations and interest rate changes due to our international sales and global funding. In the normal course of business, we employ established policies...

  • Page 39
    ... Statement of Income Consolidated Statement of Comprehensive Income Consolidated Statement of Stockholders' Equity Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements Schedule II - Valuation and Qualifying Accounts Report of Independent Registered Public Accounting...

  • Page 40
    Table of Contents INGRAM MICRO INC. CONSOLIDATED BALANCE SHEET (In 000s, except par value) Fiscal Year End 2014 2013 ASSETS Current assets: Cash and cash equivalents Trade accounts receivable (less allowances of $70,716 and $69,533) Inventory Other current assets Total current assets Property and ...

  • Page 41
    ...INGRAM MICRO INC. CONSOLIDATED STATEMENT OF INCOME (In 000s, except per share data) Fiscal Year Ended 2014 2013 2012 Net sales Cost of sales Gross profit Operating expenses: Selling, general and administrative Amortization of intangible assets Reorganization costs Income... financial statements. 41

  • Page 42
    ... of Contents INGRAM MICRO INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In 000s) Fiscal Year Ended 2014 2013 2012 Net income Other comprehensive income (loss), net of tax Foreign currency translation adjustment Other comprehensive income (loss), net of tax Comprehensive income $ 266,691...

  • Page 43
    ... 28, 2013 Stock options exercised and shares issued under the stock plan, net of shares withheld for employee taxes Income tax benefits for stock plan awards Stock-based compensation expense Issuance of treasury shares, net of shares withheld for employee taxes Comprehensive income January 3, 2015...

  • Page 44
    ...INGRAM MICRO INC. CONSOLIDATED STATEMENT OF CASH FLOWS (In 000s) Fiscal Year Ended 2014 2013 2012 Cash flows from operating activities: Net income $ Adjustments to reconcile net income to cash (used) provided by operating activities: Depreciation and amortization Stock-based compensation Excess tax...

  • Page 45
    ... of information technology ("IT") products, supply chain services and mobile device lifecycle services worldwide. Ingram Micro Inc. and its subsidiaries operate in North America, Europe, Asia-Pacific (which includes Middle East and Africa), and Latin America. Note 2 - Significant Accounting Policies...

  • Page 46
    ...INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Warralties Our suppliers generally warrant the products distributed by us and allow returns of defective products, including those that have been returned to us by our customers. We generally...

  • Page 47
    ... the Ingram Micro brand. There were no impairments to our long-lived and other identifiable intangible assets in 2013 and 2012. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition and is reviewed annually for...

  • Page 48
    ... net sales in 2014, 2013 and 2012 and no customer accounts receivable balance was greater than 10% of our total trade accounts receivable at January 3, 2015 nor December 28, 2013. We perform ongoing credit evaluations of our customers' financial conditions, obtain credit insurance in many locations...

  • Page 49
    ... Basic EPS and Diluted EPS is as follows: Fiscal Year Ended 2014 2013 2012 Net income Weighted average shares Basic EPS Weighted average shares, including the dilutive effect of stock-based awards (3,960, 3,372 and 3,063 for 2014, 2013 and 2012, respectively) Diluted EPS $ $ 266,691 155,492 1.72...

  • Page 50
    ... in exchange for those goods or services. This standard will be effective for us beginning January 1, 2017, the first day of fiscal year 2017. We are currently assessing the impact of this new guidance. In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation...

  • Page 51
    ... certain BrightPoint facilities, and the exit of a portion of our Australian offices in Asia-Pacific; (b) headcount reductions in Europe to respond to the current market environment, and (c) the transition of certain transaction-oriented service and support functions to shared services centers. 2012...

  • Page 52
    ...2014, 2013, and 2012 are as follows: Reorganization costs Headcount Reduction Employee Termination Benefits Facility Costs/Other Total Reorganization Costs Adjustments to Prior Year Costs Total Costs Fiscal year ended January 3, 2015 IT Distribution: North America Europe Asia-Pacific Latin America...

  • Page 53
    ... INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The remaining liabilities and 2014 activities associated with the aforementioned actions are summarized in the table below: Reorganization Liability Remaining Liability at December 28, 2013...

  • Page 54
    ... the acquisition of BrightPoint, a U.S. publicly traded company and a global leader in providing device lifecycle services to the wireless industry for cash and the assumption of its debt. The results of operations of BrightPoint are included in our consolidated financial statements from the...

  • Page 55
    ... FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The components of identifiable intangible assets acquired in connection with the BrightPoint acquisition were as follows: Fair Value Estimated Useful Life Logistics customer relationships Distribution customer relationships Trade...

  • Page 56
    ... each year. These notes may be redeemed by us in whole at any time or in part from time to time, at our option, at redemption prices that are designated in the terms and conditions of the respective notes. We have a revolving trade accounts receivable-backed financing program in North America which...

  • Page 57
    ... FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) We have three revolving trade accounts receivable-backed financing programs in Europe and in Asia-Pacific: i) a program which provides for a borrowing capacity of up to â,¬105,000, or approximately $126,105 at January 3, 2015...

  • Page 58
    ... statutory U.S. federal income tax rate to our effective tax rate is as follows: Fiscal Year Ended 2014 2013 2012 U.S. statutory rate State income taxes, net of federal income tax benefit U.S. tax on foreign earnings, net of foreign tax credits Effect of international operations Effect of change in...

  • Page 59
    ... carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our net deferred tax assets and liabilities are as follows: Fiscal Year End 2014 2013 Deferred tax assets: Net operating loss carryforwards Tax credit...

  • Page 60
    ... tax benefits is as follows: Fiscal Year Ended 2014 2013 2012 Gross unrecognized tax benefits at beginning of the year Increases in tax positions for prior years Decreases in tax positions for prior years Increases in tax positions for current year Settlements Lapse in statute of limitations Gross...

  • Page 61
    ...Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign exchange contracts. Fiscal Year Ended 2014 2013 2012 Net gain (loss) recognized in earnings Note 9 - Fair Value Measurements 79,796 (11,657) (35,181) Our assets and liabilities carried at fair...

  • Page 62
    ... MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) As of December 28, 2013, our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: December 28, 2013 Total Level 1 Level 2 Level 3 Assets: Cash...

  • Page 63
    ...obligations related to IT outsourcing services, for the years ended 2014, 2013 and 2012 was $117,890, $113,709 and $96,669, respectively. Future minimum rental commitments on operating leases that have remaining noncancelable lease terms as of January 3, 2015 are as follows: 2015 2016 2017 2018 2019...

  • Page 64
    ... America, Europe, Asia-Pacific, and Latin America. In the fourth quarter of 2012, we acquired BrightPoint, a global leader in providing devices lifecycle services to the wireless industry, and added this as a reportable segment. Since the acquisition of BrightPoint, we have continued to integrate...

  • Page 65
    ... MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Financial information by reportable segments is as follows: Fiscal Year Ended 2014 2013 2012 Net sales North America Europe Asia-Pacific Latin America Total Income from operations North America...

  • Page 66
    ... FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The integration, transition and other costs included in income from operations by reportable segments are as follows: Fiscal Year Ended 2014 2013 2012 Integration, transition and other costs (a) North America Europe Asia-Pacific...

  • Page 67
    ... and the terms and conditions of the stock-based awards granted to employees. The fair value of options granted in 2014, 2013 and 2012 was estimated assuming no dividends and using the following weighted average assumptions: Fiscal Year Ended 2014 2013 2012 Expected life of stock options Risk-free...

  • Page 68
    ... FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Stock Award Activity Stock option activity under the 2011 Amended Plan was as follows for the three years ended January 3, 2015: Weighted-Average Remaining Contractual Term (in Years) Number of Shares WeightedAverage Price...

  • Page 69
    ...Contents INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Activity related to restricted stock and restricted stock units was as follows for the three years ended January 3, 2015: WeightedAverage Grant Date Fair Value Number of Shares Non...

  • Page 70
    Table of Contents INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Our stock repurchase and issuance activity for 2014, 2013 and 2012 are summarized as follows: Shares Repurchased WeightedAverage Price Per Share Net Amount Repurchased ...

  • Page 71
    ... Armada. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (In 000s) Balance at Beginning of Year Charged to Costs and Expenses Balance at End of Year Description Deductions Other(*) Allowance for doubtful accounts: 2014 2013 2012 Allowance for sales returns: 2014 2013 2012 (*) $ 56,459 63,815 50...

  • Page 72
    ... 28, 2013, and the results of their operations, and their cash flows for each of the three years in the period ended January 3, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in...

  • Page 73
    ... subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of the Company's internal control over financial reporting as of January 3, 2015. In making this...

  • Page 74
    ...the year ended January 3, 2015, to an individual who received delivery of the sale at a German subsidiary of an Iranian company. The individual is not included on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department's Office of Foreign Assets Control...

  • Page 75
    ... Ingram Micro Inc.'s Current Report on Form 8-K filed September 19, 2013) Retirement Program - Ingram Micro Inc. Board of Directors Deferred Compensation Plan, effective December 31, 2008 and related Adoption Agreement (incorporated by reference to Exhibit 10.2 to Ingram Micro Inc.'s Current Report...

  • Page 76
    ....17 to Ingram Micro Inc.'s Annual Report on Form 10-K for the 2012 fiscal year) Ingram Micro Inc. Amended and Restated 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2008 quarter ended June 28, 2008) Ingram Micro Inc...

  • Page 77
    ... 10.3 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q files April 24, 2014) Computation of Consolidated Ratio of Earnings to Fixed Charges Code of Conduct, amended and restated as of March 6, 2012 (incorporated by reference to Exhibit 14.1 to Ingram Micro Inc.'s Current Report on Form 8-K filed...

  • Page 78
    ...) (incorporated by reference to Exhibit 99.1 to Ingram Micro Inc.'s Current Report on Form 8-K filed December 7, 2010, the "December 2010 8-K") Compensation Agreement - Form of Board of Directors Compensation Election Form (Human Resources Committee Chair) (incorporated by reference to Exhibit 99...

  • Page 79
    ... filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. Ingram Micro has omitted...

  • Page 80
    ... BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. INGRAM MICRO INC. By: /s/ Larry e. Boyd Larry C. Boyd Executive Vice President, Secretary and General Counsel February 26, 2015 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING...

  • Page 81
    ... Ingram Micro Inc.'s Current Report on Form 8-K filed September 19, 2013) Retirement Program - Ingram Micro Inc. Board of Directors Deferred Compensation Plan, effective December 31, 2008 and related Adoption Agreement (incorporated by reference to Exhibit 10.2 to Ingram Micro Inc.'s Current Report...

  • Page 82
    ....17 to Ingram Micro Inc.'s Annual Report on Form 10-K for the 2012 fiscal year) Ingram Micro Inc. Amended and Restated 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2008 quarter ended June 28, 2008) Ingram Micro Inc...

  • Page 83
    ... to Exhibit 10.2 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q filed on May 1, 2012) Employment Offer Letter for Shailendra Gupta dated January 21, 2008 (incorporated by reference to Exhibit 99.4 to the Q1 2010 10-Q) Letter dated June 10, 2011 relating to equity awards to Alain Maquet...

  • Page 84
    ...) (incorporated by reference to Exhibit 99.1 to Ingram Micro Inc.'s Current Report on Form 8-K filed December 7, 2010, the "December 2010 8-K") Compensation Agreement - Form of Board of Directors Compensation Election Form (Human Resources Committee Chair) (incorporated by reference to Exhibit 99...

  • Page 85
    ... filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. Ingram Micro has omitted...

  • Page 86
    ... AGREEMENT, dated as of November 1, 2013 (this " Amendment"), is entered into among INGRAM FUNDING INC., a Delaware corporation, as seller (the "Seller"), INGRAM MICRO INC., a Delaware corporation, as servicer (in such capacity, the "Servicer"), THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO...

  • Page 87
    ... any liability or responsibility for any breach, failure or other act or omission on the part of the Assignor, or any indemnification or other cost, fee or expense related thereto, in each case which occurred or directly or indirectly arose out of an event which occurred prior to the Effective Date...

  • Page 88
    ... reference to the Eurodollar Rate or LMIR to such day. (f) The following new defined terms and definitions thereof are hereby added to Exhibit I of the Receivables Purchase Agreement in appropriate alphabetical order: "Fourth Amendment Effective Date" means November 1, 2013. "LMIR" means for any day...

  • Page 89
    ... Rate in effect (x) in the case of clause (i), on each day of such Settlement Period or (y) in the case of clause (ii), following such termination. (h) The definition of "Business Day" set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by replacing the term "Eurodollar...

  • Page 90
    ... agrees, for the benefit of the holders of the privately or publicly placed indebtedness for borrowed money of any Conduit Purchaser or Market Street, not, prior to the date which is one (1) year and one (1) day after the payment in full of all privately or publicly placed indebtedness for borrowed...

  • Page 91
    ... and the Servicer hereby agrees to do all such things and execute all such documents and instruments, at the Seller's sole expense, as the Assignee may reasonably consider necessary or desirable to give full effect to the... BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  • Page 92
    ...by their respective officers hereunto duly authorized as of the day and year first above written. INGRAM FUNDING INC., as Seller By: /s/ Erik Smolders Name: Erik Smolders Title: Treasurer INGRAM MICRO INC., as Servicer By: /s/ William D. Humes Name: William D. Humes Title: Chief Financial Officer

  • Page 93
    ... Group By: /s/ Robert Gass Name: Robert Gass Title: Managing Director THE BANK OF NOVA SCOTIA, as related Alternate Purchaser By: /s/ Robert Gass Name: Robert Gass Title: Managing Director LIBERTY STREET FUNDING LLC, as a Conduit Purchaser By: /s/ Jill A. Russo Name: Jill A. Russo Title: Vice...

  • Page 94
    ... Gregory Hurst Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Alternate Purchaser By: /s/ Lillian Kim Name: Lillian Kim Title: Director VICTORY RECEIVABLES CORPORATION, as a Conduit Purchaser By: /s/ David V. DeAngelis Name: David V. DeAngelis Title: Vice...

  • Page 95
    ... Robyn A. Reeher Name: Robyn A. Reeher Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as an Alternate Purchaser By: /s/ Robyn A. Reeher Name: Robyn A. Reeher Title: Vice President MARKET STREET FUNDING LLC, as a Conduit Purchaser and as Assignor By: /s/ Doris J. Hearn Name: Doris J. Hearn...

  • Page 96
    ... Bertram H. Tang Title: Authorized Signatory MIZUHO BANK, LTD., as an Alternate Purchaser By: /s/ Bertram H. Tang Name: Bertram H. Tang Title: Authorized Signatory WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser By: /s/ Shinichi Nochiide Name: Shinichi Nochiide Title: Attorney-in-Fact

  • Page 97
    THE BANK OF NOVA SCOTIA, as Administrative Agent By: /s/ Robert Gass Name: Robert Gass Title: Managing Director

  • Page 98
    SCHEDULE A Purchaser Group Liberty Street PNC Victory Working Capital Maximum Purchase Amount $300,000,000 $125,000,000 $125,000,000 $125,000,000

  • Page 99
    Exhibit 10.49 INGRAM MICRO 401(K) INVESTMENT SAVINGS PLAN (Amended and Restated as of January 1, 2013)

  • Page 100
    ... Contribution Percentage Before-Tax Contribution Account Before-Tax Contributions Beneficiary Board of Directors Catch-Up Contribution Account Catch-Up Contributions Code Company Compensation Contribution Percentage Disability Effective Date Eligible Employee Employee Employer Entry Date ERISA...

  • Page 101
    ... After End of Plan Year Actual Contribution Percentage Test Return of Excess Aggregate Contributions Distribution of Excess Deferrals Maximum Annual Additions Return of Contributions to Employer Rights of Reemployed Veterans Early Participation Testing Rule MAINTENANCE AND VAIUATION OF ACCOUNTS...

  • Page 102
    ... Withdrawals During Military Service DISTRIBUTIONS UPON SEVERANCE FROM EMPIOYMENT Eligibility and Distribution Forms of Payment Timing of Payment Minimum Distribution Requirements Special Timing Rules Proof of Death Direct Rollovers TOP HEAVY PROVISIONS When Applicable Top Heavy Determination...

  • Page 103
    ... of Benefits Employment Not Guaranteed by Plan Protected Benefits Form of Communication Facility of Payment Reduction for Overpayment Unclaimed Benefits Receipt and Release Reliance on Information Provided to the Plan Service in More Than One Fiduciary Capacity Binding Effect of Company's Actions...

  • Page 104
    ...a profit-sharing plan which includes a cash or deferred arrangement and provides for employer matching contributions. It is intended that the Plan and trust shall at all times be qualified and tax-exempt within the meaning of Sections 401(a), 401(k), 401(m) and 501(a) of the Internal Revenue Code of...

  • Page 105
    ... of Non-highly Compensated Employees that arise solely from Before-Tax Contributions made under the Plan or plans of the Employer and (b) Before-Tax Contributions that are taken into account in the Contribution Percentage test (provided the Actual Deferral Percentage test is satisfied both with...

  • Page 106
    ...the contributions made to the Plan by the Employer on behalf of a Participant in accordance with Section 3.3. 1.16 Code. "Code" means the Internal Revenue Code of 1986, as now in effect or hereafter amended. 1.17 Company. "Company" means Ingram Micro Inc. or any successor by merger, consolidation or...

  • Page 107
    ... term life insurance and such other imputed non-cash income recognized as such by the Code and the Company for purposes of the Plan, any home sale costs, reimbursed moving costs, employer-reimbursed or employersubsidized meals, employer payments for the use of his or her personal car for business...

  • Page 108
    ...following the exclusion of those Before-Tax Contributions that are used to meet the Average Contribution Percentage Test. 1.20 Disability. "Disability" means a physical or mental condition which entitles a Participant to benefits under the Employer's long-term disability plan. The Administrator will...

  • Page 109
    ... and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one (1) year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided to a leased employee by...

  • Page 110
    ... of Section 3.11, such definition of "Employer" shall be modified by Section 415(h) of the Code. 1.25 Entry Date. "Entry Date" means each business day of the year. 1.26 amended. ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter 1.27 Excess...

  • Page 111
    ...incorporated by reference. Hours of Service shall be credited for any individual considered an Employee under Section 414(n) or Section 414(o) of the Code and the related Regulations. Pursuant to Section 414(n)(4)(B) of the Code, Hours of Service shall be determined by taking into account any period...

  • Page 112
    ...Commencement Date. An Employee's Employment Commencement Date is the date on which an Employee is first credited with an Hour of Service. An Employee's Reemployment Commencement Date is the date on which an Employee who has incurred a Period of Severance that is not taken into account as a Period of...

  • Page 113
    ... issued under the Code or any other applicable law by the Internal Revenue Service and any proposed or temporary regulations or rules pending the issuance of such regulations. 1.48 Rollover Account. "Rollover Account" means the Participant's Account to which is credited any Rollover Contribution...

  • Page 114
    ... any business day on which the New York Stock Exchange is open for and conducting business, or any more frequent date designated by the Administrator or the Trustee. 1.57 Year of Service. "Year of Service" means a Period of Service of 365 days, with less than whole year Periods of Service aggregated...

  • Page 115
    ... and fails to designate a Beneficiary or the Beneficiary does not survive the Participant, the benefits payable upon the death of the Participant will be paid to the Participant's estate. 2.3 Eligibility Upon Reemployment Any person reemployed by an Employer as an Eligible Employee shall again be...

  • Page 116
    ...remains in the employ of the Employer but ceases to be an Eligible Employee shall continue to be a Participant and shall be credited with Hours of Service, but he shall not be eligible to have Before-Tax Contributions, After-Tax Contributions, Catch-up Contributions or Employer contributions made on...

  • Page 117
    ... of Compensation that an Eligible Employee who is not a Highly Compensated Employee may elect to contribute for such Plan Year. (4) In no event will the Before-Tax Contributions made on behalf of a Participant exceed the dollar limit in effect under Section 402(g) of the Code, reduced by the amount...

  • Page 118
    ... is actually paid to the Trust no later than the end of the twelve month period immediately following the Plan Year to which the Before-Tax Contribution relates. (8) If Before-Tax Contributions are returned to the Employer under Section 3.12, the elections to reduce Compensation that were...

  • Page 119
    ...Section 3.1(a). In no event shall the percentage so designated by the Administrator exceed the maximum percentage of Compensation that an Eligible Employee who is not a Highly Compensated Employee may elect to contribute for such Plan Year. 3.2 Employer Contributions The Employer may make a Matching...

  • Page 120
    ...to be rolled over and would otherwise be includible as gross income, or (3) a direct rollover of an eligible rollover distribution from (i) a qualified plan described in Section 401(a) or 403(a) of the Code excluding after-tax employee contributions, (ii) an annuity contract described in Section 403...

  • Page 121
    ...-Tax Contributions are made to the Plan for a Plan Year for a Highly Compensated Employee who is eligible to have salary reduction contributions allocated to his account under another plan maintained by the Employer that provides a cash or deferred arrangement described in Section 401(k) of the Code...

  • Page 122
    ... who are Nonhighly Compensated Employees for the Plan Year and who is employed by the Employer on the last day of the Plan Year), and (2) The "applicable contribution rate" for a Non-highly Compensated Employee who is an Eligible Employee is the sum of the QMACs taken into account in determining the...

  • Page 123
    ... or discontinue the Before-Tax Contributions of Highly Compensated Employees to comply with the contribution limits set forth herein. 3.7 Return or Recharacterization of Excess Contributions After End of Plan Year (a) If, after the last day of the Plan Year, the Administrator determines that the...

  • Page 124
    ... order commencing with the Highly Compensated Employee with the highest dollar amount of Before-Tax Contributions and other contributions to be distributed in order to satisfy the Actual Deferral Percentage test, consistent with the provisions of Notice 97â€'2 issued by the Internal Revenue Service...

  • Page 125
    ... the same Plan Year multiplied by 2. (b) The Contribution Percentage for any Participant who is a Highly Compensated Employee and who is eligible to have matching contributions or after-tax contributions allocated to his account under two (2) or more plans described in Section 401(a) of the Code, or...

  • Page 126
    ... for the Plan Year; (2) The sum of the Eligible Employee's Before-Tax Contributions and After-Tax Contributions for the Plan Year; and (3) The product of two (2) times the Plan's "representative matching rate" and the Eligible Employee's total Before-Tax Contributions and After-Tax Contributions for...

  • Page 127
    ... Year and who is employed by the Employer on the last day of the Plan Year), and (2) The "applicable contribution rate" for any Eligible Employee who is a Non-highly Compensated Employee is the sum of the matching contributions (as defined in Regulation Section 1.401(m)-1(a)(2)) taken into account...

  • Page 128
    ...following order: (1) from the Participant's After-Tax Contribution Account, and (2) from the Participant's Matching Contribution Account. 3.10 Distribution of Excess Deferrals (a) A Participant may state a claim for the return of Excess Deferrals and such Excess Deferrals, adjusted for any income or...

  • Page 129
    ... of which is the Participant's Account attributable to Before-Tax Contributions on the last day of the Plan Year, without regard to any income or loss during the Plan Year. No income or loss shall be attributable to the period between the end of the Plan Year and the date of the distribution...

  • Page 130
    ... Annual Additions shall be treated as a single plan. (e) In the event an Employer is a member of a group of employers which constitutes either a controlled group of corporations, as defined at Section 414(b) of the Code (as modified by Section 415(h) of the Code), a group of trades or businesses...

  • Page 131
    ... applicable under Section 414(n) of the Code. (f) In the event the limitation on Annual Additions established under this Section 3.11 is exceeded for any Iimitation Year, any correction method permitted by the Employee Plans Compliance Resolution System published by the Internal Revenue Service...

  • Page 132
    ... end of the Iimitation Year that includes the date of severance from employment with the Employer and are includible in the Employee's gross income: (A) Regular compensation for services during the Employee's regular working hours, or compensation for services outside the Employee's regular working...

  • Page 133
    ... under the foregoing limits shall automatically adjust annually for increases in the cost of living in accordance with Treasury Department Regulations, as provided in Section 415(d) of the Code. (k) The annual Compensation of each Participant taken into account for any Iimitation Year shall not...

  • Page 134
    3.12 Return of Contributions to Employer (a) If all or part of the Employer's contributions hereunder are conditioned upon their deductibility under Section 404 of the Code and the deduction for all or any part of such contributions to the Plan is disallowed by the Internal Revenue Service, the ...

  • Page 135
    ...to any otherwise applicable limitation contained in Section 402(g), 402(h), 403(b), 404(a), 404(h), 408, 415 or 457 of the Code and shall not be taken into account in applying such limitations to other contributions or benefits under such plan or any other plan, with respect to the year in which the...

  • Page 136
    ... Account Statements At least once a year, each Participant shall be furnished with a statement stating the dollar value of his Accounts and the vested portion of his Accounts. Notwithstanding the above, the Administrator shall furnish a pension benefit statement at least once each calendar quarter...

  • Page 137
    ... shall comply with the provisions of Code Section 401(a)(35), Treasury Regulation Section 1.401(a)(35)-1, and any subsequent guidance of general applicability, as follows: (1) Ingram Micro Stock Fund. Not more than 25% of new contributions allocated to a Participant's Account may be invested in the...

  • Page 138
    ... may impose a restriction or condition on the acquisition or divestiture of the Ingram Micro Stock Fund that is either required in order to ensure compliance with applicable securities laws or is reasonably designed to ensure compliance with applicable securities laws. Therefore, a Participant who...

  • Page 139
    ... among Funds. A Participant who is subject to Rule 16b-3 of the Securities and Exchange Commission or who is designated by the Employer as a window group person may only be permitted to transfer contributions into or out of the Ingram Micro Stock Fund during an open window period established by the...

  • Page 140
    ... military service (as defined in Section 414(u) of the Code) shall be 100% vested to the same extent as if the Participant had resumed and then terminated employment on account of death. The survivors of the Participant shall be entitled to any additional benefits, other than benefit accruals...

  • Page 141
    ... purposes of this Article VI, a One-Year Break in Service means a twelve (12) consecutive month period beginning on an Employee's Severance Date or an anniversary thereof and ending on the first anniversary of such date during which the Participant does not receive credit for an Hour of Service. The...

  • Page 142
    distribution pursuant to Section 8.3 and resumes employment as an Eligible Employee prior to incurring five (5) consecutive One-Year Breaks in Service, the previously forfeited portion of his Account shall be restored upon the date on which the Participant repays in cash to the Plan the full amount ...

  • Page 143
    ... from the Self-Directed Brokerage Fund to another Fund, and then make an in-service withdrawal permitted under this Article VII. 7.2 Rollover Contribution Account and After-Tax Contribution Account Withdrawals A Participant may, in accordance with applicable administrative procedures, request...

  • Page 144
    ... value of his Before-Tax Contribution Account (excluding all earnings comprising part of such Account that were credited after 1988), his CatchUp Contribution Account and his vested Matching Contribution Account. For purposes of this Section 7.4, Hardship means an immediate and heavy financial need...

  • Page 145
    ...policy, direct the Trustee to loan a Participant amounts from the vested portion of his Accounts. All loans shall be in accordance with the terms, conditions, requirements and limitations specified in this Section 7.5 and any separate written document adopted by the Administrator and forming part of...

  • Page 146
    ... Code shall not exceed one hundred and eighty (180) months. The period of repayment for all other loans shall in no event exceed sixty (60) months. A loan to a Participant shall be secured by the Participant's Account. Except in the case of Participants described in Section 7.5(c)(2), loan payments...

  • Page 147
    ...one year while a Participant is on a leave of absence approved by the Employer, either without pay or at a rate of pay (after income and employment tax withholding) that is less than the amount of the installment payments required under the terms of the Participant loan. In the event the Participant...

  • Page 148
    ... to Rule 16bâ€'3 of the Securities and Exchange Commission or who is designated by the Employer as a window group person shall be made pro-rata from the Investment Funds in which the Participant's individual Account is invested other than the Ingram Micro Stock Fund. Any principal and interest...

  • Page 149
    ...balance shall become payable upon Severance from Employment for any reason including death or Disability. 8.2 Forms of Payment Benefits shall be payable in a single lump sum payment. The Participant or Beneficiary may elect to receive distributions from the Ingram Micro Stock Fund in cash or in kind...

  • Page 150
    ... 416 of the Code with respect to the Plan Year ending in the calendar year in which the ...year; or (B) If the Participant's sole designated beneficiary for the distribution calendar year is the Participant's Spouse, the quotient obtained by dividing the Participant's account balance by the number...

  • Page 151
    ...be distributed in a single lump sum payment no later than December 31st of the calendar year containing the fifth anniversary of the ...designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)â€'1, Q&Aâ€'4, of the Regulations. (2) Distribution Calendar Year. A calendar year...

  • Page 152
    ... Rollover Distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 401(a) or (b) of the Code, or to a defined 49

  • Page 153
    ...'s or former Employee's Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse. (e) Direct Rollover A Direct Rollover is a payment by the Plan...

  • Page 154
    ...Non-Spouse Beneficiary A non-Spouse Beneficiary of a Participant's death benefits may authorize a direct transfer to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b), in accordance with Code Section 402(c)(11). 51

  • Page 155
    ...performed services for the Employer during the one (1) year period ending on the determination date shall not be taken into account. The accrued benefits and account balances of any individual who is not a Key Employee but who was a Key Employee in a prior year will be disregarded. In any event, the...

  • Page 156
    ...Compensation for the Plan Year or the greatest amount (expressed as a percentage of Compensation) allocated to the Account of any Key Employee for that year. Compensation for purposes of this Article IX shall mean compensation within the meaning of Section 415(c)(3) of the Code as defined in Section...

  • Page 157
    ... 401(m) of the Code. 9.4 Vesting Rules For any Plan Year in which the Plan is Top-Heavy, the vesting provisions of Article VI will continue to apply. 9.5 Dual Plan Special Iimitations If a Key Employee participates in both the Plan and a defined benefit plan maintained by the Employer, then for all...

  • Page 158
    ... 416(i)(1) of the Code and the applicable Regulations of general applicability issued thereunder. (b) A Non-Key Employee is an Employee who is not a Key Employee. 9.8 Determination Date Determination Date means with respect to the initial Plan Year, the last day of the first Plan Year and, for each...

  • Page 159
    ... Trust Fund; To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; To furnish the Employer with information which the Employer may require for tax or other purposes; To engage the service of agents whom it may deem advisable to assist it with 56

  • Page 160
    ..., as defined in Section 11.3, each of whom will have power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control; (i) To establish, in its sole discretion, a nondiscriminatory policy which the Trustee must...

  • Page 161
    ... or the termination of, or a failure to provide or make payment (in whole or in part) with respect to a Claim for a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a Participant's or Beneficiary's eligibility...

  • Page 162
    ... to whether such advice was relied upon by the Claims Administrator in making the benefit determination. (b) Procedure for Filing a Claim Demonstrate compliance with administrative processes and safeguards required in making the In order for a communication from a Claimant to constitute a valid...

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    ...of a Participant. (c) Initial Claim Review The initial Claim review will be conducted by the Claims Administrator, with or without the presence of the Claimant, as determined by the Claims Administrator in its discretion. The Claims Administrator will consider the applicable terms and provisions of...

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    ... the Claims Administrator at the address listed in the Summary Plan Description. (2) A Claimant will have the opportunity to submit written comments, documents, records and other information relating to the Claim. (g) Review Procedures for Adverse Benefit Determinations (1) The Claims Administrator...

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    ... of time for processing the review of the Adverse Benefit Determination. If the Claims Administrator determines that an extension is required, written Notice will be furnished to the Claimant prior to the end of the initial sixty (60) day period indicating the special circumstances requiring an...

  • Page 166
    ... Claim. (2) Where benefits are provided pursuant to a collective bargaining agreement and such collective bargaining agreement maintains or incorporates by specific reference ... by a claimant who has received an Adverse Benefit Determination later than two (2) years following the date of such Adverse...

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    ... without distinction between principal and income in such securities or such other property, real or personal, wherever situated, as the Trustees shall deem advisable, including, but not limited to, shares of stock, common or preferred, whether or not listed on any exchange, participations in...

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    such Act or an insurance company that is qualified to manage the assets of employee benefit plans pursuant to the laws of more than one state. The Trustees shall be bound by the supervision and direction of the Investment Manager, unless and until the Company amends or revokes the appointment or ...

  • Page 169
    ... Board of Directors. Notwithstanding the above, the Plan may be amended to comply with technical legal requirements of ERISA or the Code or for any other reason that does not result in a material increase in cost to the Employer by a written instrument that is executed by an officer of the Company...

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    ... the Plan. In that event, or if any persons become Employees of an Employer as the result of merger or consolidation or acquisition of all or part of the assets or business of another company or for purposes of a specific assignment at a specific location, the Company shall determine to what extent...

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    ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Iimitation of Iiability Neither the Company, any Employer, the Administrator, nor any of their respective directors, officers and employees, shall incur any liability for any act or failure to act unless such act or failure to act constitutes willful ...

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    ... of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, unless such order is a qualified domestic relations order as defined in Section 414(p) of the Code. Any fees associated with the review, processing and administration of a qualified domestic...

  • Page 173
    ..., the Company or the Employer, as the case may be, shall prescribe. Such communication shall be effective upon mailing if sent first class, postage prepaid and addressed to the addressee at its principal office, or to the Participant at his last known address, or upon personal delivery, if...

  • Page 174
    ... if, after five (5) years from the date such payment is due, a notice of such payment due is mailed to the last known address of such person, as shown on the records of the Employer and within three (3) months after such mailing such person has not made written claim therefor, the Administrator, if...

  • Page 175
    ...the Plan being a qualified employees' defined contribution plan within the meaning of the Code. IN WITNESS WHEREOF, and as evidence of the adoption of the Plan, the undersigned officer duly authorized has appended his signature this 24th day of January, 2013. INGRAM MICRO INC. By: /s/ Robyn Tingley...

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    ...000s, except ratios) Fiscal Year Ended January 3, 2015 Fixed charges: Interest expense and amortized premiums, discounts and capitalized expenses related to indebtedness Estimated interest within rental expense (A) Total fixed charges Earnings: Income before income taxes Fixed charges Total earnings...

  • Page 177
    ... INGRAM MICRO INC., a Delaware Corporation Global Subsidiaries as of January 3, 2015 Name of Subsidiary Jurisdiction Delaware IndCana IndCana IndCana Delaware CalCfornCa IndCana IndCana Delaware IndCana IndCana IndCana IndCana IndCana IndCana MexCco MexCco IndCana IndCana PennsylvanCa Puerto RCco...

  • Page 178

  • Page 179
    ... Ltd Ingram MCcro Management Company Ingram MCcro Global HoldCngs C.V. Ingram MCcro HoldCngs (AustralCa) Pty Ltd Ingram MCcro Pty Ltd Ingram MCcro AustralCa Pty Ltd BrCghtpoCnt AustralCa Pty Ltd Ingram MCcro Inc. AVAD Canada Ltd. Global MobClCty Products Inc. Ingram MCcro Holdco Inc. Ingram MCcro LP...

  • Page 180

  • Page 181
    Exhibit 21.1 INGRAM MICRO INC., a Delaware Corporation Global Subsidiaries as of January 3, 2015 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 ...

  • Page 182

  • Page 183
    ...INGRAM MICRO INC., a Delaware Corporation Global Subsidiaries as of January 3, 2015...198 199 200 A Advanced LogCstCcs ServCces LLC Advanced Technology ServCces FZ LLC Aptec DCstrCbutCon FZ LLC Aptec HoldCng...Netherlands UK UK UK UK Hungary Italy the Netherlands Poland South AfrCca AustrCa AustrCa Costa...

  • Page 184
    ....1 INGRAM MICRO INC., a Delaware Corporation Global Subsidiaries as of January 3, 2015 201 202 203 204 205 206 207 208 209 210 Persequor HoldCngs I Ltd. BrCghtpoCnt MCddle East FZE Sequor Systems Ltd. BrCghtpoCnt SolutCons FZE ProMark Technology, Inc. ShCpwCre, Inc. Eastvale Store LLC Ingram MCcro...

  • Page 185
    ...105711, 333-161976 , 333-174821 and 333189161) of Ingram Micro Inc. of our report dated nebruary 26, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this norm 10-K. /s/ PricewaterhouseCoopers...

  • Page 186
    EXHIBIT 31.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 302) I, Alain Monié, certify that: 1. I have reviewed this annual report on Form 10-K of Ingram Micro Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact ...

  • Page 187
    EXHIBIT 31.2 CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 302) I, William D. Humes, certify that: 1. I have reviewed this annual report on Form 10-K of Ingram Micro Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material ...

  • Page 188
    ...-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. Alain Monié, the Chief Executive Officer and William D. Humes, the Chief Financial Officer of Ingram Micro Inc., each certifies that, to the best of his Inowledge...

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