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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 2016
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 Micro Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware 62-1644402
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
3351 Michelson Drive, Suite 100, Irvine, California 92612-0697
(Address, including Zip Code, of Principal Executive Offices)
(714) 566-1000
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class: Name of Each Exchange on Which Registered:
Class A Common Stock,
Par Value $.01 Per Share
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÍNo
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 Í
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 ÍNo
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 ÍNo
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 ÍAccelerated Filer Non-Accelerated Filer Smaller Reporting Company
(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 Í
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 July 4, 2015, was $3,844,865,445 based on the closing sale price on
such last business day of $25.26 per share.
The registrant had 148,361,867 shares of Class A Common Stock, par value $0.01 per share, outstanding at January 29, 2016.
DOCUMENTS INCORPORATED BY REFERENCE:
The information called for by Part III that is not set forth herein will be included in an amendment to this Annual Report on
Form 10-K or incorporated by reference from Ingram Micro Inc.’s definitive Proxy Statement to be filed pursuant to Regulation
14A.

Table of contents

  • Page 1
    ...the transition period from Ingram Micro Inc. (Exact name of Registrant as Specified in its Charter) to Commission File Number: 1-12203 Delaware (State or Other Jurisdiction of Incorporation or Organization) (Address, including Zip Code, of Principal Executive Offices) 62-1644402 (I.R.S. Employer...

  • Page 2
    ...Sell and Market ...Our Products and Suppliers ...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...

  • Page 3
    ...not limited to, management's expectations of our pending acquisition by Tianjin Tianhai; competition; market share; revenues, margin, expenses and other operating results or ratios; economic conditions; vendor terms and conditions; pricing strategies and customer terms and conditions; organizational...

  • Page 4
    ... value chain, we create sales and profitability opportunities for vendors, resellers, mobile network operators and other customers through unique marketing programs; outsourced logistics and device lifecycle services; technical support; financial services; product aggregation and distribution...

  • Page 5
    ... Kong), Egypt, India, Indonesia, Israel, Lebanon, Malaysia, Morocco, New Zealand, Pakistan, Saudi Arabia, Singapore, South Africa, Thailand, Turkey and United Arab Emirates) and Latin America (Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru and Uruguay). We also operate support centers in...

  • Page 6
    ...Shipwire") in 2013 and DocData in 2015, we accelerated our growth in the global market for commerce and fulfillment services, combining the scale of our global network of distribution centers with a robust service delivery platform and enhanced order fulfillment, returns logistics and online payment...

  • Page 7
    ....com our resellers can locate and order products and monitor account and order status utilizing electronic data interchange with partners in a wide variety of formats. In addition, we offer pre- and post-sales service capabilities along with order entry through our web site. Our Click2License...

  • Page 8
    ... focused resources and business building support to solution providers. Our Products and Suppliers We distribute and market hundreds of thousands of technology products worldwide from more than 1,800 of the industry's premier computer hardware suppliers, mobility hardware suppliers, networking...

  • Page 9
    ... of information systems; credit terms and availability; effectiveness of sales and marketing programs; products and services availability; quality and breadth of product lines and services; speed and accuracy of delivery; availability of web- or call center-based sales; e-commerce capabilities...

  • Page 10
    ... GENCO, Foxconn, Incomm, Aerovoice and Celistics (North America and/or Latin America); Cellnet Group Ltd. (Asia-Pacific); Arvato Logistics Services and Tech Data Mobile (Europe). Our mobile device repair services compete with services provided by companies, such as Regenersis, Teleplan and SBE. The...

  • Page 11
    ...such as early pay discounts offered by suppliers. Our Trademarks and Service Marks We own or license various trademarks and service marks, including, among others, "Ingram Micro," the Ingram Micro logo, "V7" (Video Seven), "Vantex," "BrightPoint," "Aptec," "Shipwire," "CloudBlue" and "Odin." Certain...

  • Page 12
    ... to the SEC. The information posted on, or accessible through, our website is not incorporated into this Annual Report on Form 10-K. EXECUTIVE OFFICERS OF THE COMPANY The following list of executive officers of Ingram Micro is as of February 25, 2016. Alain Monié. Mr. Monié, age 65, has been our...

  • Page 13
    ... of the Board of Directors of 3D Systems since May 2014. Larry Boyd. Mr. Boyd, age 63, is our executive vice president, secretary and general counsel and has served in this role since March 2004. He previously served as senior vice president, U.S. legal services, for Ingram Micro North America from...

  • Page 14
    ... of return, as well as other statements regarding our future operations, financial condition and prospects, and business strategy. In addition, our representatives may participate in speeches and calls with market analysts; conferences, meetings and calls with investors and potential investors in...

  • Page 15
    ... local markets. In 2015 we expanded our device lifecycle services offerings with the acquisition of Anovo, a Europe-based provider of repairs and regeneration solutions for high-tech products across Europe and Latin America, as well as two smaller European technology lifecycle services companies...

  • Page 16
    ... demand for products in general; • more intense competition, which may lead to loss of sales and/or market share; • reduced prices, and lower gross margin; • loss of vendor rebates; • extended payment terms with customers; • increased bad debt risks; • shorter payment terms with vendors...

  • Page 17
    .... We began our program to deploy a new global enterprise resource planning ("ERP") system developed by SAP seven years ago. Over that period, our business has significantly diversified and new technologies allow legacy systems and diverse applications to easily be connected in a modular way, which...

  • Page 18
    ... our efforts to address or anticipate these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution or other critical functions. We manage and store proprietary information and...

  • Page 19
    ... to serious consequences, 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 import and export regulations and anti-corruption laws, including the...

  • Page 20
    ... also contribute to fluctuations in sales of products and services in impacted jurisdictions. For example, in the event that one or more European countries were to replace the euro with another currency, Ingram Micro's sales into such countries, or into Europe generally, would likely be adversely...

  • Page 21
    ... changes in supplier terms, such as higher thresholds on sales volume before the application of discounts and/or rebates, the overall reduction in incentives, reduction or termination of price protection, return levels, or other inventory management programs, or reductions in payment terms or trade...

  • Page 22
    ... by net sales, in North America and Latin America, and number two in Europe and Asia-Pacific. We are subject to anticompetition regulations in the markets which we serve and our market share may adversely impact our ability to further expand our business, as well as increase the number of compliance...

  • Page 23
    ... an obligation to purchase products or services from us. In the event a significant customer decides to make its purchases from a competitor, experiences a significant change in demand from its own customer base, becomes financially unstable, or is acquired by another company, our revenues, and our...

  • Page 24
    ... and credit market conditions or reductions in cash flow from operations, may affect our ability to meet liquidity needs, reduce access to capital, and/or increase our costs of borrowing. Our business requires significant levels of capital to finance accounts receivable and product inventory that...

  • Page 25
    ...with Tianjin Tianhai we will discontinue the payment of quarterly dividends and our repurchase of Ingram Micro common stock while the merger is pending. In the event that the merger is not consummated for any reason, there can be no assurance that we will declare cash dividends in the future or that...

  • Page 26
    ... an extensive sales and administrative office, distribution and service center network throughout North America, Europe, Asia-Pacific (including MEA), and Latin America. We operate approximately 154 distribution centers (greater than 5,000 square feet in size) and 28 service centers worldwide. We...

  • Page 27
    ... taxes on the resale of acquired software and professional services covering years 2003 through 2008, for a total amount of Brazilian Reais 67,200 ($17,210 at January 2, 2016 exchange rates) in principal and associated interest and penalties. In working with our advisers, we concluded that the...

  • Page 28
    ... Policy. On July 30, 2015, we announced that our Board of Directors had authorized the adoption of a quarterly cash dividend policy. Under the cash dividend policy, holders of our common stock receive dividends as declared by our Board of Directors. During the fiscal year ended January 2, 2016...

  • Page 29
    ... is met. At the December 31, 2015 market close price of $30.38, this would be 642 shares. (3) Balance reflects shares available to issue, taking into account granted options, time vested restricted stock units/awards and performance vested restricted stock units assuming maximum achievement. 27

  • Page 30
    ... Condition and Results of Operations" and the historical consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K. Over the last five years, we have made a number of acquisitions, including BrightPoint in October 2012. The results of the acquired...

  • Page 31
    ...SoftCom"), CloudBlue Technologies, Inc. ("CloudBlue") and Shipwire, Inc. ("Shipwire") in the fourth quarter of 2013. During 2014, we completed six additional small but strategic acquisitions. During 2015, we acquired Anovo Expansion SAS ("Anovo"), Tech Data Peru S.A.C and Tech Data Chile S.A. ("Tech...

  • Page 32
    ... Capital and Debt The IT products and services distribution business is working capital intensive. Our business requires significant levels of working capital, primarily trade accounts receivable and inventory, which is partially financed by vendor trade accounts payable. As a general rule, our net...

  • Page 33
    ... 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; inventory; goodwill...

  • Page 34
    ... loss experience; and changes in credit risk and capital availability of our customers resulting from economic conditions. • Vendor Programs - We receive funds from vendors for price protection, product return privileges, product rebates, marketing/promotion, infrastructure reimbursement and meet...

  • Page 35
    ...charges of $121,001 in 2015 related to internally developed software as previously discussed. We perform our annual goodwill impairment review during our fiscal fourth quarter. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit...

  • Page 36
    ... for each of the fiscal years indicated. Results of Operations for the Years Ended January 2, 2016 and January 3, 2015: 2015 2014 Change - Increase (Decrease) Amount Percentage Net sales by reporting segment: North America ...Europe ...Asia-Pacific ...Latin America ...Total ... $18,200,671 12,236...

  • Page 37
    ... this year. Our acquisitions of Armada, Anovo, Aptec Saudi, DocData and distribution businesses in Chile and Peru contributed approximately two percentage points of growth. Our global revenue growth in local currencies reflects solid growth in Asia-Pacific and Latin America, partially offset by...

  • Page 38
    ... increase in our Asia-Pacific operating margin of 35 basis points in 2015 compared to 2014 reflects a better mix of products including more advanced solutions sales in Australia, Singapore and in the Middle East, as well as contributions from our recent value-added acquisitions. These increases were...

  • Page 39
    ... recovery of our deferred tax assets. Year ended January 3, 2015 compared with the year ended December 28, 2013 2014 2013 Change - Increase (Decrease) Amount Percentage Net sales by reporting segment: North America ...Europe ...Asia-Pacific ...Latin America ...Total ... $19,929,129 14,263,357 9,991...

  • Page 40
    ... in our North American net sales was driven by growth in excess of 100% in our mobility business, which benefited from our new retail and dealer channel distribution business and growth in both logistics and repairs, supported by new customer wins in 2014 and higher volume sales with existing...

  • Page 41
    ...in 2014 compared to 2013 reflecting the strong sales growth noted above, however gross margin declined by 12 basis points, largely reflecting the significant growth in mobility distribution sales to support the new retail and dealer chain noted above. Revenue mix in our technology solutions business...

  • Page 42
    ... in Australia's technology solutions business, as well as strong enterprise sales in India and Singapore. The decrease in our Latin American operating margin in 2014 compared to 2013 primarily reflects rapid growth in the lower margin mobility handset distribution sales. 2013 also included a benefit...

  • Page 43
    ..., 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 volumes...

  • Page 44
    ... sales volume decreases, our net investment in working capital decreases, which generally results in increases in cash flows generated from operating activities. Our working capital days at the end of 2015 were 21 days, compared to 25 days at the end of 2014, 22 days at the end of 2013 and 23 days...

  • Page 45
    ... alternate rate) plus a predetermined margin. We had borrowings of $0 and $185,000 at January 2, 2016 and January 3, 2015, respectively, under this North American financing program. During 2015, we had three revolving trade accounts receivable-backed financing programs in Europe and in Asia-Pacific...

  • Page 46
    ... margin. We had no borrowings at January 2, 2016 and January 3, 2015 under any of these financing programs. Our ability to access 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...

  • Page 47
    ... program(1) ...Europe revolving trade accounts receivable-backed financing programs(1) ...Asia-Pacific revolving trade accounts receivable-backed financing program(1) ...Revolving senior unsecured credit facilities(2) ...Lines of credit and other(2) ...Subtotal ...Minimum payments under: Operating...

  • Page 48
    ... Accounting Policies," to our 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...

  • Page 49
    ... a review of market value, sensitivity analysis and Value-at-Risk, or VaR. The VaR model determines the maximum potential loss in the fair value of market-sensitive financial instruments assuming a one-day holding period. The VaR model estimates were made assuming normal market conditions and...

  • Page 50
    ... 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 Firm ... 49 50 51 52 53 54...

  • Page 51
    INGRAM MICRO INC. CONSOLIDATED BALANCE SHEET (In 000s, except par value) Fiscal Year End 2015 2014 ASSETS Current assets: Cash and cash equivalents ...Trade accounts receivable (less allowances of $59,437 and $70,716) ...Inventory ...Other current assets ...Total current assets ...Property and ...

  • Page 52
    INGRAM MICRO INC. CONSOLIDATED STATEMENT OF INCOME (In 000s, except per share data) 2015 Fiscal Year Ended 2014 2013 Net sales ...Cost of sales ...Gross profit ...Operating expenses: Selling, general...earnings per share ...Diluted earnings per share ...Cash dividends paid per common share ... $43,025...

  • Page 53
    INGRAM MICRO INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In 000s) Fiscal Year Ended 2014 2015 2013 Net income ...Other comprehensive loss, net of tax Foreign currency translation adjustment ...Other comprehensive loss, net of tax ...Comprehensive income ... $ 215,105 (167,888) (167,...

  • Page 54
    ...766) 8,766 Comprehensive income ...310,583 December 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...

  • Page 55
    INGRAM MICRO INC. CONSOLIDATED STATEMENT OF CASH FLOWS (In 000s) 2015 Fiscal Year Ended 2014 2013 Cash flows from operating activities: Net income ...Adjustments to reconcile net income to cash provided (used) by operating activities: Depreciation and amortization ...Stock-based compensation ......

  • Page 56
    ... 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 Basis of Consolidation The consolidated financial...

  • Page 57
    ... per share data) or determinable; and collection is reasonably assured. Service revenues represented less than 10% of total net sales for 2015, 2014 and 2013. We, under specific conditions, permit our customers to return or exchange products. The provision for estimated sales returns is recorded...

  • Page 58
    ... of purchase to be cash equivalents. Book overdrafts of $428,628 and $400,323 as of January 2, 2016 and January 3, 2015, respectively, represent checks issued on disbursement bank accounts but not yet paid by such banks. These amounts are classified as accounts payable in our consolidated balance...

  • Page 59
    ...,001 primarily due to the decision to cancel future deployments of SAP. During the second quarter of 2014, we wrote-off a previously acquired trade name of $7,528 as a result of the integration of certain operations under the Ingram Micro brand. There were no impairments to our long-lived and other...

  • Page 60
    ...net sales in 2015, 2014 and 2013 and no customer accounts receivable balance was greater than 10% of our total trade accounts receivable at January 2, 2016 nor January 3, 2015. We perform ongoing credit evaluations of our customers' financial conditions, obtain credit insurance in many locations and...

  • Page 61
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) interest payments exchanged over the life of the swap. Notional amounts are indicative of the extent of our involvement in the various types and uses of derivative financial instruments but ...

  • Page 62
    ... Board ("FASB") issued an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer...

  • Page 63
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) In August 2015, the FASB issued ASU 2015-15,"Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-Of-Credit ...

  • Page 64
    ... in 2015, 2014, and 2013 are as follows: Employee Termination Benefits Reorganization costs Total Facility Costs/ Reorganization Other Costs Adjustments to Prior Year Costs Headcount Reduction Total Costs Fiscal year ended-2015 North America ...Europe ...Asia-Pacific ...Latin America ...Total...

  • Page 65
    ...of value-add IT solutions to our distribution business in Latin America. On December 18, 2015, we acquired all the outstanding shares of DocData, for a cash payment of $144,752, net of cash acquired. DocData is one of the leading European providers of order fulfillment, returns logistics and on-line...

  • Page 66
    ...Tech Data located in Latin America for a cash payment of $15,978, net of cash acquired, and the assumption of debt of $43,658. The consideration paid was preliminarily allocated to the fair value of net tangible assets, which primarily consisted of accounts receivable, inventory and accounts payable...

  • Page 67
    ... to the assembled workforce and our expectation of expanding our supply chain solutions portfolio with a full suite of in-demand services. On September 12, 2013, we acquired all of the outstanding shares of Canada-based SoftCom, a cloud marketplace and global service provider, for cash of $10...

  • Page 68
    ...2022, net of unamortized discount of $1,187 and $1,366, respectively ...Senior unsecured notes, 5.25% due 2017 ...North America revolving trade accounts receivable-backed financing program ...Lines of credit and other debt ...Short-term debt and current maturities of long-term debt ... $ 498,431 298...

  • Page 69
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) In December 2014, we issued through a public offering $500,000 of 4.95% senior unsecured notes due 2024, resulting in cash proceeds of $494,995, net of discount and issuance costs of $1,755 ...

  • Page 70
    ...can incur, dividends we can pay, and the amount of common stock that we can repurchase annually. At January 2, 2016, we were in compliance with all material covenants or other material requirements set forth in all of our credit facilities. Note 7 - Income Taxes We account for income taxes under the...

  • Page 71
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The components of income before income taxes consist of the following: 2015 Fiscal Year Ended 2014 2013 United States ...Foreign ...Total ...The provision for income taxes consists of the ...

  • Page 72
    ... End 2015 2014 Deferred tax assets: Net operating loss carryforwards ...Tax credit carryforwards ...Employee benefits, including stock-based compensation ...Reorganization and restructuring reserves ...Inventory ...Depreciation and amortization ...Allowance on trade accounts receivable ...Reserves...

  • Page 73
    ... carryfoward life, would be realized. As a result, we reversed the full valuation allowance against Brazilian deferred tax assets recorded to date. The release generated a non-cash benefit of $14,258, which impacted both the fourth quarter and full year effective tax rate. At January 2, 2016, we...

  • Page 74
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The total amount of gross unrecognized tax benefits is $23,445 as of January 2, 2016... trade accounts receivable, accounts payable and intercompany loans. At January 2, 2016 and January 3, 2015,...

  • Page 75
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The notional amounts and fair values of derivative instruments in our consolidated balance sheet were as follows: Notional Amounts(1) 2015 2014 Fair Value 2015 2014 Derivatives not receiving ...

  • Page 76
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) As of January 3, 2015, our assets and liabilities measured at fair value on a recurring basis are categorized in the table below: January 3, 2015 Level 1 Level 2 Total Level 3 Assets: Cash ...

  • Page 77
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The carrying amounts of our trade accounts receivable, accounts payable and other accrued expenses approximate fair value because of the short maturity of these items. Our North American, ...

  • Page 78
    ...Kong, Egypt, India, Indonesia, Israel, Lebanon, Malaysia, Morocco, New Zealand, Pakistan, Saudi Arabia, Singapore, South Africa, Thailand, Turkey, and United Arab Emirates), and Latin America (Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Uruguay and our Latin American export operations...

  • Page 79
    ... separately. Financial information by reportable segment is as follows: 2015 Fiscal Year Ended 2014 2013 Net sales North America ...Europe ...Asia-Pacific ...Latin America ...Total ...Income from operations North America ...Europe ...Asia-Pacific ...Latin America ...Stock-based compensation expense...

  • Page 80
    ... 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: 2015 Fiscal Year Ended 2014 2013 Integration, transition and other costs(a) North America ...Europe ...Asia-Pacific...

  • Page 81
    ... consideration of historical experience and the terms and conditions of the stock-based awards granted to employees. The fair value of options granted in 2015, 2014 and 2013 was using the following weighted average assumptions: 2015 Fiscal Year Ended 2014 2013 Expected life of stock options ...Risk...

  • Page 82
    ... per share data) employees and members of our Board of Directors. During the second quarter of 2013, our stockholders approved an amendment of the Ingram Micro Inc. 2011 Incentive Plan (the "2011 Amended Plan"), which increased the number of shares that we may issue by 12,000. The authorized pool of...

  • Page 83
    ... and the option exercise price, multiplied by the number of in-the-money options on January 2, 2016. This amount changes based on the fair market value of our common stock. Total intrinsic value of stock options exercised in 2015, 2014 and 2013 was $9,189, $11,277 and $11,655, respectively. Total...

  • Page 84
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) The following table summarizes information about stock options outstanding and exercisable at January 2, 2016: Options Outstanding Number WeightedWeightedOutstanding at Average Average January...

  • Page 85
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Note 14 - Common Stock Dividends Paid to Shareholders On July 30, 2015, we announced that our Board of Directors had authorized the adoption of a quarterly cash dividend policy. Under the cash...

  • Page 86
    INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) There were no issued and outstanding shares of Class B Common Stock or Preferred Stock during the threeyear period ended January 2, 2016. The detail of changes in the number of outstanding ...

  • Page 87
    ...Charged to Costs and Expenses Balance at End of Year Description Deductions Other(*) Allowance for doubtful accounts: 2015 ...2014 ...2013 ...Allowance for sales returns: 2015 ...2014 ...2013... (*) "Other" includes recoveries, acquisitions, and the effect of fluctuation in foreign currency. 85

  • Page 88
    ...the financial position of Ingram Micro Inc. and its subsidiaries at January 2, 2016 and January 3, 2015, and the results of their operations, and their cash flows for each of the three years in the period ended January 2, 2016 in conformity with accounting principles generally accepted in the United...

  • Page 89
    ... 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 2, 2016. In making this...

  • Page 90
    ... II - Valuation and Qualifying Accounts" of this Annual Report under "Part II, Item 8. Financial Statements and Supplementary Data." (a) 3. List of Exhibits Exhibit Exhibit No. 2.1*** Agreement and Plan of Merger, dated June 29, 2012, among Ingram Micro Inc., Brightpoint, Inc. and Beacon Sub...

  • Page 91
    ..., 2012) Officer's Certificate dated December 15, 2014, pursuant to Sections 2.02 and 11.04 of the Form of Indenture (incorporated by reference to Exhibit 4.2 to Ingram Micro Inc.'s Current Report on Form 8-K filed on December 15, 2014) Compensation Program - Ingram Micro Inc. Compensation Policy for...

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    ... 8-K filed on June 6, 2013) Ingram Micro Inc. Executive Officer Severance Policy, as amended on September 7, 2010 (incorporated by reference to Exhibit 10.2 to Ingram Micro Inc.'s Current Report on Form 8-K filed on September 9, 2010) Ingram Micro Inc. Compensation Recovery Policy, dated January 20...

  • Page 93
    ... by reference to Exhibit 10.2 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012) Employment Offer Letter for Shailendra Gupta dated January 21, 2008 (incorporated by reference to Exhibit 99.4 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2010...

  • Page 94
    ...48 to Ingram Micro Inc.'s Annual Report on Form 10-K for the 2013 fiscal year) Compensation Program - Ingram Micro Inc. Compensation Policy for Members of the Board of Directors (as amended and restated as of March 12, 2014) (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly...

  • Page 95
    ...Micro Inc.'s Annual Report on Form 10K for the 2011 fiscal year) Compensation Agreement - Form of Time-Based Restricted Stock Units Award Agreement for France (incorporated by reference to Exhibit 99.20 to Ingram Micro Inc.'s Annual Report on Form 10K for the 2010 fiscal year) Stock Ownership Policy...

  • Page 96
    ... Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document 101.INS** 101.SCH** 101.CAL** 101.DEF** 101.LAB** 101.PRE** * ** Filed herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or...

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    ... AUTHORIZED. INGRAM MICRO INC. By: /s/ Larry C. Boyd Larry C. Boyd Executive Vice President, Secretary and General Counsel February 25, 2016 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND...

  • Page 98
    ...., Brightpoint, Inc. and Beacon Sub, Inc. (incorporated by reference to Exhibit 2.1 to Ingram Micro Inc.'s Current Report on Form 8-K filed on July 2, 2012) Agreement and Plan of Merger, dated February 17, 2016, among Ingram Micro Inc., Tianjin Tianhai Investment Company Ltd. and GCL Acquisition Inc...

  • Page 99
    ...by reference to Exhibit 10.9 to Ingram Micro Inc.'s Current Report on Form 8-K filed on December 23, 2008) Retirement Program - Seventh Amendment to the Ingram Micro 401(k) Investment Savings Plan (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the...

  • Page 100
    ... 8-K filed on June 6, 2013) Ingram Micro Inc. Executive Officer Severance Policy, as amended on September 7, 2010 (incorporated by reference to Exhibit 10.2 to Ingram Micro Inc.'s Current Report on Form 8-K filed on September 9, 2010) Ingram Micro Inc. Compensation Recovery Policy, dated January 20...

  • Page 101
    ...48 to Ingram Micro Inc.'s Annual Report on Form 10-K for the 2013 fiscal year) Compensation Program - Ingram Micro Inc. Compensation Policy for Members of the Board of Directors (as amended and restated as of March 12, 2014) (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly...

  • Page 102
    ... 99.16 to Ingram Micro Inc.'s Annual Report on Form 10-K for the 2010 fiscal year) Compensation Agreement - Form of Performance-Based Restricted Stock Units Award Agreement for France (incorporated by reference to Exhibit 99.17 to Ingram Micro Inc.'s Annual Report on Form 10K for the 2010 fiscal...

  • Page 103
    ...Micro Inc.'s Annual Report on Form 10K for the 2011 fiscal year) Compensation Agreement - Form of Time-Based Restricted Stock Units Award Agreement for France (incorporated by reference to Exhibit 99.20 to Ingram Micro Inc.'s Annual Report on Form 10K for the 2010 fiscal year) Stock Ownership Policy...

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    ... PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on...Ingram Micro Inc. of our report dated February 25, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting...

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    EXHIBIT 31.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 302) I, Alain Monie ´ , 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 ...

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    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 ...

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  • Page 111
    ...Act; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ingram Micro Inc. Date: February 25, 2016 /s/ Alain Monié Name: Alain Monié Title: Chief Executive Officer /s/ William D. Humes Name: William D. Humes...

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