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Ingram Micro 2001 Annual Report Download - page 28

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Management’s Statement of Financial Responsibility

Management is responsible for the integrity of the financial information contained in this annual report, including the Company’s

consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles and include

amounts based upon management’s informed estimates and judgments.

Management believes it maintains an effective system of internal accounting controls, including an internal audit program, that is designed

to provide reasonable, but not absolute, assurance that assets are safeguarded and that accounting records provide a reliable basis for the

preparation of financial statements. This system is continuously reviewed, improved and modified in response to changing business

conditions and operations and recommendations made by the independent accountants and internal auditors. Management believes that

the accounting and control systems provide reasonable assurance that assets are safeguarded and financial information is reliable.

The Company’s Bylaws provide that a majority of the members of the audit committee of the board of directors shall be independent

directors who are not employees of the Company. The audit committee is currently comprised entirely of independent directors. The audit

committee represents the board of directors on matters relating to corporate accounting, financial reporting, internal accounting control

and auditing, including the ongoing assessment of the activities of the independent accountants and internal auditors. The independent

accountants and internal auditors advise the audit committee of significant findings and recommendations arising from their activities

and have free access to the audit committee, with or without the presence of management.

Kent B. Foster Michael J. Grainger Thomas A. Madden

Chairman of the Board and President and Executive Vice President and

Chief Executive Officer Chief Operating Officer Chief Financial Officer

Report of Independent Accountants

To the Board of Directors and Stockholders of Ingram Micro Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of stockholders’ equity

and of cash flows present fairly, in all material respects, the financial position of Ingram Micro Inc. and its subsidiaries at December 29,

2001 and December 30, 2000, and the results of their operations and their cash flows for each of the three years in the period ended

December 29, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial

statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements

based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United

States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and

evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Los Angeles, California

February 14, 2002

Ingram Micro is the best way to get technology

from the people who make it to the people

who use it. Since its beginning in 1979, the

company has connected technology solution

providers with vendors worldwide, identifying

markets and technologies that shape the IT

industry. Today, Ingram Micro remains at the

forefront of the global technology marketplace,

bringing the latest products and services to

market and finding new ways to bring value

to its customers.

BOARD OF DIRECTORS

Kent B. Foster

Chairman and Chief Executive Officer

Ingram Micro Inc.

John R. Ingram

Chairman

Ingram Distribution Holdings

Martha R. Ingram

Chairman of the Board

Ingram Industries Inc.

Orrin H. Ingram II

President and Chief Executive Officer

Ingram Industries Inc.

Dale R. Laurance

President

Occidental Petroleum Corporation

Gerhard Schulmeyer

Professor of Practice

MIT Sloan School of Management

Michael T. Smith

Former Chairman and Chief Executive Officer

Hughes Electronics Corporation

Joe B. Wyatt

Chancellor Emeritus

Vanderbilt University