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Table of Contents
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)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2013
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.

Delaware 62-1644402




1600 E. ST. ANDREW PLACE, SANTA ANA, CALIFORNIA 92705

(714) 566-1000

__________________________________________
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 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
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 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 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 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
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 29, 2013, was $2,799,244,706 based on the closing sale price on such last business day of $18.99 per share.
The registrant had 154,558,016 shares of Class A Common Stock, par value $0.01 per share, outstanding at January 25, 2014.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the registrant’s Annual Meeting of Shareholders to be held June 4, 2014 are incorporated by reference into Part III of
this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ...12203 Ingram Micro Inc. (Exact name of Registrant as Specified in its eharter) Delaware (State or Other Jurisdiction of Incorporation or Organization) (Address, including Zip eode, of Principal Executive Offices) 62-1644402 (I.R.S. Employer Identification No.) 1600 E. ST. ANDREW PLACE, SANTA ANA...

  • Page 2
    ...How We Manage Our Inventory Our Trademarks and Service Marks Our Employees Our Corporate Social Responsibility Regulatory Matters Available Information EXECUTIVE OFFICERS OF THE COMPANY ITEM 1A. RISK FACTORS CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES...

  • Page 3
    ... per share information, contained in Parts I and II are stated in thousands. Our Background Ingram Micro Inc., a Fortune 100 company, is the largest wholesale technology distributor, by net sales, and a global leader in supply-chain management and mobile device lifecycle services. We distribute and...

  • Page 4
    ...more complete solutions, augmenting IT products with other categories such as automatic identification and data capture ("AIDC"), point-of-sale ("POS"), physical security, consumer electronics ("CE"), professional audio visual, digital signage products and energy-saving technologies. Mobility - Our...

  • Page 5
    ... distribution or supply chain services contracts. No single customer accounted for more than 10% of our total revenue in fiscal 2013. 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...

  • Page 6
    ...vendor support; certified technical expertise; technology help desks; pre-sales consultative support); • training services (manufacturer-certified, self-study and instructor-led training courses for resellers and end-users); • financial and credit services (credit lines extended to resellers and...

  • Page 7
    ... and web design); and mobility logistics services ( procurement, inventory management, software loading, kitting and customized packaging, fulfillment, credit services, receivables management, call center services, activation services, website hosting, e-fulfillment solutions, repair, refurbish...

  • Page 8
    ... and mobility products to offer distributors limited protection from the loss in value of inventory due to technological change or a supplier's price reductions. When protection is offered, the distributor may be restricted to a designated period of time in which products may be returned for credit...

  • Page 9
    ... worldwide continue to show their commitment to saving energy, reducing paper consumption and contributing their time, skills and financial resources to our communities. Our sustainability commitment is formally captured on our corporate website and in our publicly available baseline annual report...

  • Page 10
    ... career on three continents, progressing from a regional sales manager to head of Asia-Pacific operations from October 1997 to December 1999. Mr. Monié has been a member of the Board of Directors of Amazon.com, Inc. since November 2008, and was elected to the Board of Ingram Micro in November 2011...

  • Page 11
    ... investments involve risks and uncertainties, some of which may differ from those associated with our historical operations. For example, in 2012 and 2013 we acquired BrightPoint, a global leader in mobile device lifecycle services; Aptec, a Dubai-based value-added distributor in the Middle East 11

  • Page 12
    ...and Africa, with products and solutions covering data center, storage, security, networking and software categories, including technical services; Promark, a value-added distributor in the U.S. with a core technology focus on data storage, data management and electronic document imaging products and...

  • Page 13
    ... 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 14
    ...sell our products and services to a global customer base of more than 200,000 customers in more than 170 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...

  • 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
    ... our customer orders on a timely basis or we cannot otherwise obtain particular products or a product line or suppliers substantially increase their existing distribution through other distributors, their own dealer networks, or directly to resellers, our reputation, sales and profitability may...

  • Page 17
    ... capital 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...

  • Page 18
    ...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. Even if we...

  • Page 19
    ... 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 132 distribution centers worldwide...

  • Page 20
    ... certain electronic files during the audit of tax years 2008 and 2009, which was conducted through the course of 2011; (4) a 2012 Sao Paulo municipal tax assessment claiming Brazilian Reais 2,996 ($1,272 at December 28, 2013 exchange rates) of service taxes due on the importation of software...

  • Page 21
    ...Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER 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...

  • Page 22
    .... 2013 2012 2011 ($ in 000s, except per share data) 2010 2009 Selected Operating Information Net sales Gross profit Income from operations (1) Income before income taxes Net income (2) Basic earnings per share Diluted earnings per share Selected Balance Sheet Information Cash and cash equivalents...

  • Page 23
    ...and Analysis of Financial Condition and Results of Operations are stated in thousands. Overview 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...

  • Page 24
    ... 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 25
    ...Vendor Programs - We receive funds from vendors for price protection, product return privileges, product rebates, marketing/promotion, infrastructure reimbursement and meet-competition programs, which are recorded as adjustments to product costs, revenue, or SG&A expenses according to the nature of...

  • Page 26
    ... 2012, we added a reportable segment for mobility which reflects our acquisition of BrightPoint. Results of Operations for the Year Ended December 28, 2013 and December 29, 2012: 2013 2012 Change - Increase (Decrease) Net sales by reporting segment: North America Europe Asia-Pacific Latin America...

  • Page 27
    ... 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 Australia, while demand was relatively soft in much of Europe and China. The translation impact of foreign...

  • Page 28
    ..., our acquisitions of Aptec, Promark, SoftCom, CloudBlue and Shipwire. In 2013, we incurred net reorganization costs of $34,629 primarily relating to a number of key initiatives, including: (a) the integration of BrightPoint operations into Ingram Micro, resulting in headcount reductions and the...

  • Page 29
    ... the valuation allowance related to the expected recovery of our deferred tax assets. Year ended December 29, 2012 compared with the year ended December 31, 2011 2012 2011 Change - Increase (Decrease) Net sales by reporting segment: North America Europe Asia-Pacific Latin America BrightPoint Total...

  • Page 30
    ... year-over-year consolidated sales growth. In addition, our North America, Asia-Pacific and Latin America regions showed solid growth, partially offset by declines in Europe. Net sales in 2012 reflected a generally solid demand for technology products and services across a number of the markets in...

  • Page 31
    ... costs and integration costs noted previously. In North America, the decrease in our operating margin in 2012 compared to 2011 was largely due to integration costs associated with the integration of operations with BrightPoint. The decrease in our European operating margin in 2012 compared to 2011...

  • Page 32
    ... the annual earnings per share reported. Results from our acquisition of BrightPoint are included from the date of acquisition in the fourth quarter of 2012 and for all periods in 2013. Includes the net pre-tax impact of reorganization, acquisition, integration and other transition costs as follows...

  • Page 33
    ... by an increase in our net working capital. Investing activities used net cash of $228,356, $989,029 and $124,620 in 2013, 2012 and 2011, respectively. The net cash used in 2013 was primarily due to cash payments related to the acquisitions of SoftCom, CloudBlue and Shipwire totaling $135,763 and...

  • Page 34
    ... 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 under these programs under certain circumstances, including: (a) a reduction...

  • Page 35
    ...,904 North American revolving trade accounts receivable-backed financing program(1) Europe revolving trade accounts receivablebacked financing programs(1) Asia-Pacific revolving trade accounts receivable-backed financing program(1) Revolving senior unsecured credit facilities(2) Lines of credit and...

  • Page 36
    ... We have guarantees to third parties that provide financing to a limited number of our customers. Net sales under these arrangements accounted for less than one percent of our consolidated net sales for each of 2013, 2012 and 2011. The guarantees require us to reimburse the third party for defaults...

  • Page 37
    ... MARKET RISK Information concerning quantitative and qualitative disclosures about market risk is included under the captions "Market Risk" and "Market Risk Management" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form...

  • Page 38
    ... 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 Firm 39 40...

  • Page 39
    ... of Contents INGRAM MICRO INC. CONSOLIDATED BALANCE SHEET (In 000s, except par value) Fiscal Year End 2013 2012 ASSETS Current assets: Cash and cash equivalents Trade accounts receivable (less allowances of $69,533 and $78,034) Inventory Other current assets Total current assets $ Property...

  • Page 40
    ... of Contents INGRAM MICRO INC. CONSOLIDATED STATEMENT OF INCOME (In 000s, except per share data) Fiscal Year Ended 2013 2012 2011 Net sales $ Cost of sales Gross profit Operating expenses: Selling, general and administrative Amortization of intangible assets Reorganization costs Income from...

  • Page 41
    ... INGRAM MICRO INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In 000s) Fiscal Year Ended 2013 2012 2011 Net income $ 310,583 (33,312) $ 305,909 31,216 - 31,216 337,125 $ 244,240 Other comprehensive income (loss), net of tax Foreign currency translation adjustment Unrealized holding...

  • Page 42
    Table of Contents INGRAM MICRO INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (In 000s) Accumulated Other Class A Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Comprehensive Income (Loss) Total January 1, 2011 Stock options exercised and shares issued under ...

  • Page 43
    ... trading securities, net Proceeds from sale of land and building Acquisitions and earn-out payments, net of cash acquired Cash used by investing activities Cash flows from financing activities: Proceeds from exercise of stock options Repurchase of Class A Common Stock Excess tax benefit from...

  • Page 44
    ...chain services and mobile device lifecycle services worldwide. Ingram Micro Inc. and its subsidiaries operate in North America, Europe, Asia-Pacific, Middle East and Africa, and Latin America. Beginning in 2012, we added a reportable segment for mobility which reflects our acquisition of Brightpoint...

  • Page 45
    ...Contents 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...

  • Page 46
    ... ("Shipwire") in North America during the third and fourth quarters of 2013. Additionally, we adjusted goodwill in 2013 to reflect the finalization of the allocation of purchase price related to the fourth quarter 2012 acquisitions of BrightPoint, Aptec Holdings Ltd. ("Aptec") and Promark Technology...

  • Page 47
    ...net sales in 2013, 2012 and 2011 and no customer accounts receivable balance was greater than 10% of our total trade accounts receivable at December 28, 2013 nor December 29, 2012. We perform ongoing credit evaluations of our customers' financial conditions, obtain credit insurance in many locations...

  • Page 48
    ... Contents INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Treasury Stock We account for repurchased shares of common stock as treasury stock. Treasury shares are recorded at cost and are included as a component of stockholders' equity in...

  • Page 49
    ...2012, we implemented headcount reductions primarily in Australia and New Zealand to better align our operating expenses with each country's lower sales volumes. Additionally, we moved certain transactions-oriented service and support functions to global shared service centers located in Asia-Pacific...

  • Page 50
    ... follows: Reorganization costs Headcount Reduction Employee Termination Benefits Facility Costs Total Reorganization Adjustments to Prior Costs Year Costs Total Costs Fiscal year ended December 28, 2013 IT Distribution: North America Europe Asia-Pacific Latin America BrightPoint Total $ 628...

  • Page 51
    ... 2, 2013, we acquired all of the issued and outstanding shares of Shipwire, a global provider of e-commerce fulfillment services for smallto-medium-sized business worldwide for cash of $86,000. The major classes of assets and liabilities to which we preliminarily allocated the purchase price were...

  • Page 52
    ... 15, 2012 , we completed 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...

  • Page 53
    ... 2013 2012 Senior unsecured notes, 5.25% due 2017 Senior unsecured notes, 5.00% due 2022, net of unamortized discount of $1,546 and $1,725, respectively North America revolving trade accounts receivable-backed financing program Lines of credit and other debt Short-term debt and current maturities...

  • Page 54
    ... 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 under these programs under certain circumstances, including: (a) a reduction...

  • Page 55
    ...tax rate to our effective tax rate is as follows: Fiscal Year Ended 2013 2012 2011 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 valuation allowances Effect...

  • Page 56
    ... 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 2013 2012 Deferred tax assets: Net operating loss carryforwards Tax credit carryforwards Employee benefits...

  • Page 57
    ... remittance would occur. Tax benefits claimed from the exercise of employee stock options and other employee stock programs that are in excess of (less than) the amount recorded upon grant are recorded as an increase (decrease) in stockholders' equity. In 2013, 2012 and 2011, these amounts totaled...

  • Page 58
    ... Contents 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) Fair Value December 28, December 28, 2013...

  • Page 59
    ...expenses approximate fair value because of the short maturity of these items. Our North American, European and Asia-Pacific revolving trade accounts receivable-backed financing programs bear interest at variable rates based on designated commercial paper rates and local reference rates, respectively...

  • Page 60
    ... certain electronic files during the audit of tax years 2008 and 2009, which was conducted through the course of 2011; (4) a 2012 Sao Paulo municipal tax assessment claiming Brazilian Reais 2,996 ($1,272 at December 28, 2013 exchange rates) of service taxes due on the importation of software...

  • Page 61
    ... North America (the United States and Canada), Europe (Austria, Belgium, France, Germany, Hungary, Italy, Israel, the Netherlands, Spain, Sweden, Switzerland and the United Kingdom), Asia-Pacific (Australia, the People's Republic of China including Hong Kong, India, Indonesia, Malaysia, New Zealand...

  • Page 62
    ...Contents INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Financial information by reporting segment is as follows: Fiscal Year Ended 2013 2012 2011 Net sales IT Distribution: North America Europe Asia-Pacific Latin America BrightPoint...

  • Page 63
    ... STATEMENTS - (Continued) (In 000s, except per share data) The integration, transition and other costs included in income from operations by reporting segments are as follows: Fiscal Year Ended 2013 2012 2011 Integration, transition and other costs (a) IT Distribution: North America Europe Asia...

  • Page 64
    ...stock units and stock appreciation rights, among others, to key 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...

  • Page 65
    Table of Contents INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) of the Board of Directors determined that the performance measures for certain performance-based grants were not met, resulting in the cancellation of approximately 772 ...

  • Page 66
    ... 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 December 28, 2013: Weighted- Number of Shares Average Grant Date Fair Value...

  • Page 67
    ... INGRAM MICRO INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (In 000s, except per share data) Our stock repurchase and issuance activity for 2013, 2012 and 2011 are summarized as follows: Weighted- Shares Repurchased Average Price Per Share Net Amount Repurchased Cumulative...

  • Page 68
    ... in the first quarter of 2014. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (In 000s) Balance at Beginning of Year Charged to Costs and Expenses Description Deductions Other(*) Balance at End of Year Allowance for doubtful accounts: 2013 2012 2011 Allowance for sales returns: 2013 2012 2011...

  • Page 69
    ...REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ingram Micro Inc.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows present...

  • Page 70
    ... 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 December 28, 2013. In making this assessment, we used the criteria set...

  • Page 71
    ... to Ingram Micro Inc.'s Current Report on Form 8-K filed on August 10, 2012) Compensation Program - Ingram Micro Inc. Compensation Policy for Members of the Board of Directors (as amended and restated as of November 29, 2011) (incorporated by reference to Exhibit 10.2 to Ingram Micro Inc.'s Current...

  • Page 72
    ...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 on Form 8-K filed December 23, 2008, the "December 2008 8-K") Retirement Program - Ingram Micro...

  • Page 73
    ..., 2011 relating to equity awards to Alain Maquet (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2011 quarter ended July 2, 2011) Letter dated January 16, 2012 relating to the promotion of Alain Monié to President and Chief Executive Officer...

  • Page 74
    ... 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 on March 8, 2012) Subsidiaries of the Registrant Consent of Independent Registered Public Accounting Firm 21.1* 23...

  • Page 75
    ... 101.LAB** 101.PRE** XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document * ** Filed herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes...

  • Page 76
    ... 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 18, 2014 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING...

  • Page 77
    ... Members of the Board of Directors (as amended September 17, 2013) (incorporated by reference to Exhibit 10.1 to 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...

  • Page 78
    ... 21, 2010) 10.25†10.26 Employment Letter dated June 8, 2009 to Alain Maquet (incorporated by reference to Exhibit 99.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2009 quarter ended July 4, 2009) Credit Agreement dated as of September 28, 2011 among Ingram Micro Inc. and...

  • Page 79
    ..., 2011 relating to equity awards to Alain Maquet (incorporated by reference to Exhibit 10.1 to Ingram Micro Inc.'s Quarterly Report on Form 10-Q for the 2011 quarter ended July 2, 2011) Letter dated January 16, 2012 relating to the promotion of Alain Monié to President and Chief Executive Officer...

  • Page 80
    ...) (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 81
    ... of Contents 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document * ** Filed herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of...

  • Page 82
    ... 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 83
    ...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. (d) Acknowledgemenn and Agreemenn . Each of the...

  • Page 84
    ... 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 during any Settlement Period...

  • Page 85
    ... A to the Receivables Purchase Agreement is amended and restated in its entirety as Schedule A attached hereto. Notice Address . PNC's address for notices under the Loan Agreement in each of its capacities thereunder shall be the following: Address: PNC Bank, National Association Three PNC Plaza...

  • Page 86
    ... 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 87
    ...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 ... GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  • Page 88
    ...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 89
    ... 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 90
    ...Gregory Hurst Name: Richard 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...

  • Page 91
    ... 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 92
    ...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 93
    THE BANK OF NOVA SCOTIA, as Administrative Agent By: /s/ Robert Gass Name: Robert Gass Title: Managing Director

  • Page 94
    SCHEDULE A Purchaser Group Liberty Street Maximum Purchase Amount $300,000,000 PNC Victory Working Capital $125,000,000 $125,000,000 $125,000,000

  • Page 95
    Exhibit 10.48 INGRAM MICRO 401(K) INVESTMENT SAVINGS PLAN (Amended and Restated as of January 1, 2013)

  • Page 96
    ... Beneficiary Board of Directors 2 2 2 2 2 3 3 3 3 3 3 3 3 3 3 3 3 4 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 Catch-Up Contribution Account Catch-Up Contributions Code Company Compensation Contribution Percentage Disability Effective Date Eligible Employee Employee Employer Entry...

  • Page 97
    ... Percentage Test Reductions During Plan Year Return of Recharacterization of Excess Contributions 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...

  • Page 98
    ...-Tax Contribution Account Withdrawals Age 59 1/2 Withdrawals Hardship Withdrawals Ioans to Participants Withdrawals During Military Service DISTRIBUTIONS UPON SEVERANCE FROM EMPIOYMENT Eligibility and Distribution Forms of Payment Timing of Payment Minimum Distribution Requirements Special Timing...

  • Page 99
    ... 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 100
    ...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 101
    ... 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 102
    ... 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...

  • Page 103
    ... Plan, benefits under any other pension, profit sharing, stock bonus, phantom stock, nonstatutory stock option, any form of equity-based compensation, hospitalization, life insurance, long-term disability, or other employee benefit plan (including without limiting the foregoing, the Ingram Micro Inc...

  • Page 104
    ... income from the Employer which constitutes income from sources within the United States, and (d) any employee who resides and works in a United States territory (including, but not limited to, the Commonwealth of Puerto Rico). Notwithstanding clause (d), an Employee who is working outside of the...

  • Page 105
    ... 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 the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the...

  • Page 106
    ... limits imposed by Section 402(g) of the Code. 1.30 Fund or Investment Fund. "Fund" or "Investment Fund" means the investment funds established under Article V, or any of them. 1.31 Highly Compensated Employee. "Highly Compensated Employee" means any Employee who performs services for the Employer...

  • Page 107
    ...which no duties are performed; and (c) Each hour for which back pay, irrespective of mitigation of damages, has been awarded or agreed to by the Employer. No hours shall be credited on account of any period during which an Employee performs no duties and receives payment solely for the purpose of...

  • Page 108
    ... . 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 Service first...

  • Page 109
    ... 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 110
    .... 1.56 Valuation Date. "Valuation Date" means 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...

  • Page 111
    ... Date on or after the date on which he is first credited with an Hour of Service. (c) Notwithstanding the above, individuals who become Eligible Employees in connection with an acquisition of stock or assets of a trade or business, a merger, or a similar transaction, shall be eligible to become...

  • Page 112
    ... (a) A Participant who 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...

  • Page 113
    ... behalf of a Participant exceed the dollar limit in effect under Section 402(g) of the Code, reduced by the amount of the Participant's other Before-Tax Contributions made through the Employer for the calendar year. (5) The percentage of contributions designated by a Participant pursuant to Section...

  • Page 114
    ... period for which returned contributions were made. (9) Except for occasional, bona fide administrative considerations, Before-Tax or Catch-Up Contributions made pursuant to a cash or deferred election by an Eligible Employee cannot precede the earlier of (1) the performance of services relating to...

  • Page 115
    ... the amount of any Before-Tax Contributions made on his behalf pursuant to 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...

  • Page 116
    ...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 117
    ... 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, the Actual Deferral Percentage of that...

  • Page 118
    ... the QNEC exceeds the product of the Eligible Employee's Compensation and the greater of five percent (5%) or two (2) times the Plan's "representative contribution rate." Any QNEC taken into account under an actual contribution percentage test under Regulation Section 1.401(m) â€'2(a)(6) (including...

  • Page 119
    ... determines that the Actual Deferral Percentage test provided in Section 3.5 is not met at the time of its review or would not be met if part or all of Before-Tax Contributions continue to be made on behalf of Participants who are Highly Compensated Employees, the Administrator, in its sole...

  • Page 120
    ... 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 97 â€'2 issued by the Internal Revenue Service...

  • Page 121
    ... Employee is informed in writing of the amount to be recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Participant for the Participant's tax year in which the Participant would have received such amounts in cash. 3.8 Actual Contribution Percentage Test...

  • Page 122
    ...(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 the Plan Year. The...

  • Page 123
    ... rate" for all Eligible Employees who are Non-highly Compensated Employees, who are employed by the Employer on the last day of the Plan Year, and who make Before-Tax Contributions and/or After-Tax Contributions for the Plan Year). The "matching rate" for an Employee generally is the amount of...

  • Page 124
    ... this Section 3.9 shall be distributed in the 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...

  • Page 125
    ... a Participant by the Plan for a Plan Year shall be reduced by the amount of Excess Contributions previously distributed. (d) Excess Deferrals are Before-Tax Contributions in excess of the limit imposed by Section 402(g) of the Code. (e) Excess Deferrals shall be taken first from unmatched Before...

  • Page 126
    ... or not, under which the Participant receives 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...

  • Page 127
    ... 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 may be utilized. As...

  • Page 128
    ... services during the Employee's regular working hours, or compensation for services outside the Employee's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments that would have been paid to the Employee prior to a severance from employment...

  • Page 129
    ... regard to the severance from employment. (i) If an Employer contributes to an Employee's Account with respect to a prior Iimitation Year due to the Employee's qualified military service, in accordance with Section 3.13, such contribution is not considered an Annual Addition for the Iimitation Year...

  • Page 130
    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 131
    ... Section 410(b) of the Code, the Employer may, in determining whether the Plan meets the requirements of Section 3.5 and/or Section 3.8 exclude from consideration all Eligible Employees (other than Highly Compensated Employees) who have not met the minimum age and service requirements of Section 410...

  • Page 132
    ... 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 to a Participant or Beneficiary who has the right to direct the investment...

  • Page 133
    ...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 134
    ... December 1, 2008. (4) Notwithstanding the above, the Plan 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...

  • Page 135
    ... 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 136
    ... 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 137
    ...of the date he receives a distribution of the vested portion of his Account or the date he incurs five (5) consecutive One-Year Breaks in Service. For 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...

  • Page 138
    ... 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 of the distribution, in accordance...

  • Page 139
    ..., a Participant may transfer investments 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...

  • Page 140
    ... loans currently available to him under all qualified plans maintained by the Employer. (c) The amount of any Hardship withdrawal shall not exceed the amount required to meet the immediate and heavy financial need created by the hardship, including the amount necessary to pay any income taxes and...

  • Page 141
    ...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 142
    ...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 shall be required to be made through payroll deductions, and...

  • Page 143
    ... 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 loan does not already have the...

  • Page 144
    ... to Rule 16b â€'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 145
    ... Account 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...

  • Page 146
    ...as defined in Section 416 of the Code with respect to the Plan Year ...distribution calendar 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 147
    ... allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled...

  • Page 148
    ...to be an Eligible 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...

  • Page 149
    ... so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not includible. The term 'Eligible Rollover Distribution' shall include any distribution to a designated beneficiary which would be...

  • Page 150
    ...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 151
    ... Group. The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the...

  • Page 152
    ... plan in the group meets the requirements of Section 416(c)(2) of the Code. 9.3 Minimum Contribution For each year that the Plan is Top Heavy the Employer shall contribute to the Plan and allocate to the Matching Contribution Account of each Participant who is a Non-Key Employee (including such an...

  • Page 153
    ... test and other requirements of Section 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...

  • Page 154
    ... with Section 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...

  • Page 155
    ... the crediting and distribution of the Trust Fund; To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; (e) (f) (g) To furnish the Employer with information which the Employer may require for tax or other purposes; To engage the service of...

  • Page 156
    ... duties; (h) To engage the services of an Investment Manager or Managers, 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...

  • Page 157
    ... 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 158
    ... in the course of making the benefit determination, without regard to whether such documents, records or other information were relied upon by the Claims Administrator in making the benefit determination; (C) Demonstrate compliance with administrative processes and safeguards required in making the...

  • Page 159
    ... in its discretion. The Claims Administrator will consider the applicable terms and provisions of the Plan and amendments to the Plan, information and evidence that is presented by the Claimant and any other information it deems relevant. In reviewing the Claim, the Claims Administrator will also...

  • Page 160
    ...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...

  • Page 161
    ... to the end of the initial sixty (60) day period indicating the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render the determination on review, which in any event will be within sixty (60) days from the end of the initial sixty (60...

  • Page 162
    ... 10.6(c) through and including Section 10.6(i) will not apply to such Claim. (2) Where benefits are provided pursuant to a collective bargaining agreement and such collective bargaining agreement maintains or incorporates by specific reference a grievance and arbitration procedure to which Adverse...

  • Page 163
    ... same are not paid by any Employer. Reasonable expenses attendant to qualified domestic relations order determinations shall be allocated to the Account of the Participant or Beneficiary seeking the determination. 11.3 Investment of Trust Fund by Investment Manager The Company may enter into one or...

  • Page 164
    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 165
    ... 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...

  • Page 166
    ... in each Participant's Account shall be distributed, as the Administrator shall direct, to him or for his benefit or continued in trust for his benefit. (b) The Plan will be deemed terminated (1) if and when the Company is judicially declared bankrupt or executes a general assignment to or for...

  • Page 167
    ...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 misconduct or gross negligence in relation to the...

  • Page 168
    ... recognition 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...

  • Page 169
    ... shall be made in such form as the Administrator, 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...

  • Page 170
    ... claims under the Plan upon a final payment or distribution or a receipt to the extent of any partial payment or distribution; and the form of any such receipt and release shall be determined by the Trustee, the Employer, the Administrator or any combination of them. 13.12 Reliance on Information...

  • Page 171
    ... 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 Robyn Tingley Title: Vice President, HR, Americas 72

  • Page 172
    Exhibit 12.1 Ingram Micro Inc. Computation of Ratio of Earnings to Fixed Charges (Dollars in 000s, except ratios) Fiscal Year Ended December 28, 2013 Fixed charges: December 29, 2012 December 31, 2011 January 1, 2011 January 2, 2010 Interest expense and amortized premiums, discounts and ...

  • Page 173
    ... C.V. Brightpoint North America Services LLC Indiana Indiana Touchstone Acquisition LLC Touchstone Wireless Repair and Logistics, LP Touchstone Wireless Latin America LLC Brightpoint International Ltd. Pennsylvania Puerto Rico Delaware 21. 22. 23. 24. Brightpoint Philippines Limited British...

  • Page 174
    ...Singapore Ingram Micro Lanka (Private) Limited Sri Lanka Thailand California Tech Pacific (Thailand) Co., Ltd Ingram Micro Management Company Ingram Micro Global Holdings C.V. The Netherlands Ingram Micro Holdings (Australia) Pty Ltd Ingram Micro Pty Ltd Australia Australia Australia Australia...

  • Page 175
    ... New Zealand New Zealand New Zealand New Zealand Lucembourg Brightpoint New Zealand Limited Tech Pacific Holdings (NZ) Limited Ingram Micro (NZ) Limited Ingram Micro Global Holdings S.a.r.l. Ingram Micro Global Holdings LLC 91. 92. Indiana Lucembourg Lucembourg Ingram Micro Management Company...

  • Page 176
    ...& Trading Co. Ltd Aptec Holdings Limited Dubai Itnl Financial Centre A Advanced Logistics Services LLC United Arab Emirates Dubai Internet City Free Zone Dubai Internet City Free Zone Advanced Technology Services FZ LLC Aptec Distribution FZ LLC Track Distribution Middle East LLC Aptec Holding...

  • Page 177
    ... o Ingram Micro Southern Africa (Proprietary) Limited South Africa Ingram Micro Mobility Austria Holding GmbH Austria Austria Costa Rica Ingram Micro Mobility Austria GmbH Brightpoint Costa Rica Limitada Brightpoint EMEA Enterprise Limited Great Britain Brightpoint European Regional Services...

  • Page 178
    Exhibit 21.1 INGRAM MICRO INC., a Delaware Corporation Global Subsidiaries as of December 28, 2013 209. Name of Subsidiary Shipwire, Inc. Jurisdiction Delaware

  • Page 179
    ... PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on...Ingram Micro Inc. of our report dated nebruary 18, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting...

  • Page 180
    ...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 necessary to...

  • Page 181
    ... 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 fact necessary to make the statements...

  • Page 182
    ... the Exchange 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 18, 2014 /s/ Alain Monié Name: Alain Monié Title: Chief Executive Officer /s/ William D. Humes Name...

  • Page 183