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EX-31.1 - EXHIBIT 31.1 - INGRAM MICRO INCim-exx311_201574xq2.htm
EX-32.1 - EXHIBIT 32.1 - INGRAM MICRO INCim-exx321_201574xq2.htm
EX-31.2 - EXHIBIT 31.2 - INGRAM MICRO INCim-exx312_201574xq2.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _______________________________________
FORM 10-Q
  _______________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-12203
  _______________________________________
Ingram 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.)
1600 E. St. Andrew Place, Santa Ana, California 92705-4926
(Address, including zip code, of principal executive offices)
(714) 566-1000
(Registrant’s telephone number, including area code)
_______________________________________ 
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  x    No  ¨
Indicate by check mark whether the registrant had 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   x   No  ¨
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
x
Accelerated Filer
 
¨
Non-Accelerated Filer
 
¨  (Do not check if a smaller reporting company)
Smaller Reporting Company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
The Registrant had 155,821,658 shares of Class A Common Stock, par value $0.01 per share, outstanding at July 4, 2015.
 

1


INGRAM MICRO INC.
INDEX
 
Part I. Financial Information
 
 
 
Pages
Item 1.
Financial Statements (Unaudited)
 
 
Consolidated Balance Sheet at July 4, 2015 and January 3, 2015
 
Consolidated Statement of Income (Loss) for the thirteen and twenty-six weeks ended July 4, 2015 and June 28, 2014
 
Consolidated Statement of Comprehensive Income (Loss) for the thirteen and twenty-six weeks ended July 4, 2015 and June 28, 2014
 
Consolidated Statement of Cash Flows for the twenty-six weeks ended July 4, 2015 and June 28, 2014
 
Item 2.
Item 3.
Item 4.
Part II.
Other Information
 
Item 1.
Item 1A.
Item 2.
Item 5.
Other Information
Item 6.
Signatures
Exhibit Index

2


Part I. Financial Information
Item 1. Financial Statements
INGRAM MICRO INC.
CONSOLIDATED BALANCE SHEET
(In 000s, except par value)
(Unaudited)
 
 
July 4,
2015
 
January 3,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
766,492

 
$
692,777

Trade accounts receivable (less allowances of $69,273 and $70,716 at July 4, 2015 and January 3, 2015, respectively)
4,921,884

 
6,115,328

Inventory
3,796,176

 
4,145,012

Other current assets
646,761

 
532,406

Total current assets
10,131,313

 
11,485,523

Property and equipment, net
333,756

 
432,430

Goodwill
555,927

 
532,483

Intangible assets, net
328,678

 
318,689

Other assets
64,235

 
62,318

Total assets
$
11,413,909

 
$
12,831,443

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
5,464,524

 
$
6,522,369

Accrued expenses
565,012

 
542,038

Short-term debt and current maturities of long-term debt
86,204

 
372,026

Total current liabilities
6,115,740

 
7,436,433

Long-term debt, less current maturities
1,097,102

 
1,096,889

Other liabilities
124,373

 
132,295

Total liabilities
7,337,215

 
8,665,617

Commitments and contingencies (Note 12)

 

Stockholders’ equity:
 
 
 
Preferred Stock, $0.01 par value, 25,000 shares authorized; no shares issued and outstanding

 

Class A Common Stock, $0.01 par value, 500,000 shares authorized; 194,698 and 193,563 shares issued and 155,822 and 156,214 shares outstanding at July 4, 2015 and January 3, 2015, respectively
1,947

 
1,935

Class B Common Stock, $0.01 par value, 135,000 shares authorized; no shares issued and outstanding

 

Additional paid-in capital
1,470,551

 
1,461,705

Treasury stock, 38,876 and 37,349 shares at July 4, 2015 and January 3, 2015, respectively
(678,208
)
 
(636,493
)
Retained earnings
3,337,160

 
3,328,178

Accumulated other comprehensive income (loss)
(54,756
)
 
10,501

Total stockholders’ equity
4,076,694

 
4,165,826

Total liabilities and stockholders’ equity
$
11,413,909

 
$
12,831,443

See accompanying notes to these consolidated financial statements.


3


INGRAM MICRO INC.
CONSOLIDATED STATEMENT OF INCOME (LOSS)
(In 000s, except per share data)
(Unaudited)
 
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
 
July 4,
2015
 
June 28,
2014
Net sales
$
10,553,278

 
$
10,909,379

 
$
21,197,704

 
$
21,293,368

Cost of sales
9,896,453

 
10,275,634

 
19,923,418

 
20,049,043

Gross profit
656,825

 
633,745

 
1,274,286

 
1,244,325

Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
515,575

 
497,592

 
1,015,350

 
987,236

Amortization of intangible assets
17,089

 
14,421

 
33,020

 
28,573

Reorganization costs
6,236

 
23,513

 
10,276

 
61,937

Impairment of internally developed software
115,856

 

 
115,856

 

 
654,756

 
535,526

 
1,174,502

 
1,077,746

Income from operations
2,069

 
98,219

 
99,784

 
166,579

Other expense (income):
 
 
 
 
 
 
 
Interest income
(1,201
)
 
(1,312
)
 
(1,659
)
 
(2,737
)
Interest expense
21,212

 
18,425

 
43,370

 
37,747

Net foreign exchange loss
6,738

 
582

 
14,276

 
2,170

Other
3,481

 
3,561

 
6,943

 
8,544

 
30,230

 
21,256

 
62,930

 
45,724

Income (loss) before income taxes
(28,161
)
 
76,963

 
36,854

 
120,855

Provision for income taxes
6,132

 
26,350

 
27,872

 
45,409

Net income (loss)
$
(34,293
)
 
$
50,613

 
$
8,982

 
$
75,446

Basic earnings per share
$
(0.22
)
 
$
0.33

 
$
0.06

 
$
0.49

Diluted earnings per share
$
(0.22
)
 
$
0.32

 
$
0.06

 
$
0.47

See accompanying notes to these consolidated financial statements.


4


INGRAM MICRO INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In 000s)
(Unaudited)
 
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
 
July 4,
2015
 
June 28,
2014
Net income (loss)
$
(34,293
)
 
$
50,613

 
$
8,982

 
$
75,446

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustment
(24,143
)
 
4,545

 
(65,257
)
 
(429
)
Other comprehensive income (loss), net of tax
(24,143
)
 
4,545

 
(65,257
)
 
(429
)
Comprehensive income (loss)
$
(58,436
)
 
$
55,158

 
$
(56,275
)
 
$
75,017

See accompanying notes to these consolidated financial statements.


5


INGRAM MICRO INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In 000s)
(Unaudited)
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
Cash flows from operating activities:
 
 
 
Net income
$
8,982

 
$
75,446

Adjustments to reconcile net income to cash provided (used) by operating activities:
 
 
 
Depreciation and amortization
76,499

 
71,089

Stock-based compensation
17,529

 
16,460

Excess tax benefit from stock-based compensation
(4,149
)
 
(3,703
)
Loss on write-off of assets

 
8,302

Gain on sale of property and equipment
(146
)
 

Impairment of internally developed software
115,856

 

Noncash charges for interest and bond discount amortization
1,510

 
1,181

Deferred income taxes
6,117

 
(5,767
)
 
 
 
 
Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
Trade accounts receivable
1,173,852

 
593,179

Inventory
328,530

 
(466,876
)
Other current assets
(129,910
)
 
(49,659
)
Accounts payable
(860,437
)
 
(568,496
)
Change in book overdrafts
(84,010
)
 
78,263

Accrued expenses
(23,299
)
 
(201,703
)
Cash provided (used) by operating activities
626,924

 
(452,284
)
Cash flows from investing activities:
 
 
 
Capital expenditures
(56,573
)
 
(40,897
)
Sale of marketable securities, net

 
1,100

Proceeds from sale of property and equipment
359

 

Cost-based investment

 
(10,000
)
Acquisitions, net of cash acquired
(94,255
)
 
(17,367
)
Cash used by investing activities
(150,469
)
 
(67,164
)
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
6,267

 
11,511

Repurchase of Class A Common Stock
(44,208
)
 

Excess tax benefit from stock-based compensation
4,149

 
3,703

Other consideration for acquisitions
(2,358
)
 

Net proceeds from (repayments of) revolving credit facilities
(353,784
)
 
311,187

Cash provided (used) by financing activities
(389,934
)
 
326,401

Effect of exchange rate changes on cash and cash equivalents
(12,806
)
 
(10,652
)
Increase (decrease) in cash and cash equivalents
73,715

 
(203,699
)
Cash and cash equivalents, beginning of period
692,777

 
674,390

Cash and cash equivalents, end of period
$
766,492

 
$
470,691

See accompanying notes to these consolidated financial statements.


6


INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)
(Unaudited)

Note 1 – Organization and Basis of Presentation
Ingram Micro Inc. and its subsidiaries are primarily engaged in the distribution of information technology (“IT”) products, commerce and fulfillment 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.
The consolidated financial statements include the accounts of Ingram Micro Inc. and its subsidiaries. Unless the context otherwise requires, the use of the terms “Ingram Micro,” “we,” “us” and “our” in these notes to the consolidated financial statements refers to Ingram Micro Inc. and its subsidiaries. These consolidated financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all material adjustments (consisting of only normal, recurring adjustments) necessary to fairly state our consolidated financial position as of July 4, 2015, our consolidated results of operations and comprehensive income for the thirteen and twenty-six weeks ended July 4, 2015 and June 28, 2014 and our consolidated cash flows for the twenty-six weeks ended July 4, 2015 and June 28, 2014. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under the applicable rules and regulations of the SEC, these consolidated financial statements do not include all disclosures and footnotes normally included with annual consolidated financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC for the year ended January 3, 2015. The consolidated results of operations for the thirteen and twenty-six weeks ended July 4, 2015 may not be indicative of the consolidated results of operations that can be expected for the full year.
Book Overdrafts
Book overdrafts of $316,313 and $400,323 as of July 4, 2015 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 sheet. We typically fund these overdrafts through normal collections of funds or transfers from other bank balances at other financial institutions. Under the terms of our facilities with the banks, the respective financial institutions are not legally obligated to honor the book overdraft balances as of July 4, 2015 and January 3, 2015, or any balance on any given date.    
Trade Accounts Receivable Factoring Programs
We have several uncommitted factoring programs under which trade accounts receivable of several large customers may be sold, without recourse, to financial institutions. Available capacity under these programs is dependent on the amount of trade accounts receivable already sold into these programs and the financial institutions’ willingness to purchase such receivables. At July 4, 2015 and January 3, 2015, we had a total of $222,426, and $276,808, respectively, of trade accounts receivable sold to and held by financial institutions under these programs. Factoring fees of $995 and $942 incurred for the thirteen weeks ended July 4, 2015 and June 28, 2014, respectively, and $2,315 and $2,098 incurred for the twenty-six weeks ended July 4, 2015 and June 28, 2014, respectively, related to the sale of trade accounts receivable under these facilities are included in “other” in the other expense (income) section of our consolidated statement of income.
Impairment of Internally Developed Software
We began our program to deploy a new global ERP system seven years ago. Over that period, the business has significantly diversified and new technologies allow legacy systems and diverse applications to easily be connected in a modular way, which allows these legacy systems to be part of a flexible, powerful and efficient solution. After careful evaluation, we have concluded that this combined systems strategy is better aligned with our evolving business model and is more flexible and economical than a single global system. Accordingly, we have stopped our global ERP deployment and recorded a non-cash, pre-tax charge related to the impairment of internally developed software of $115,856 during the second quarter of 2015. We recognized a tax benefit on the impairment at the applicable rates, partially offset by an increase in the valuation allowance on foreign tax credits of $14,580 as a result of the decision to stop deployments.


7

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

    
Note 2 – Share Repurchase Program
Our Board of Directors has authorized a $400,000 share repurchase program that expires on October 27, 2015, of which $79,886 was remaining for repurchase at July 4, 2015. Under this program, we may repurchase shares in the open market and through privately negotiated transactions. Our repurchases are funded with available borrowing capacity and cash. The timing and amount of specific repurchase transactions will depend upon market conditions, corporate considerations and applicable legal and regulatory requirements. 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 our consolidated balance sheet. We have issued shares of common stock out of our cumulative balance of treasury shares. Such shares are issued to certain of our associates upon the exercise of their options or vesting of their equity awards under the Ingram Micro Inc. 2011 Incentive Plan, as amended (the "2011 Incentive Plan") (see Note 4).
Our treasury stock repurchase and issuance activity for the twenty-six weeks ended July 4, 2015 is summarized in the table below: 
 
Shares
 
Weighted
Average Price
Per Share
 
Amount
Cumulative balance of treasury stock at January 3, 2015
37,349

 
$
17.04

 
$
636,493

Repurchase of Class A Common Stock
1,669

 
26.49

 
44,208

Issuance of Class A Common Stock
(142
)
 
16.77

 
(2,493
)
Cumulative balance of treasury stock at July 4, 2015
38,876

 
$
17.45

 
$
678,208


Note 3 – Earnings Per Share
We report a dual presentation of Basic Earnings per Share (“Basic EPS”) and Diluted Earnings per Share (“Diluted EPS”). Basic EPS excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS uses the treasury stock method to compute the potential dilution that could occur if stock-based awards and other commitments to issue common stock were exercised. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an anti-dilutive effect.
The computation of Basic EPS and Diluted EPS is as follows:

 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4, 2015
 
June 28, 2014
 
July 4, 2015
 
June 28, 2014
Net income (loss)
$
(34,293
)
 
$
50,613

 
$
8,982

 
$
75,446

Weighted average shares
156,329

 
155,365

 
156,292

 
155,069

Basic EPS
$
(0.22
)
 
$
0.33

 
$
0.06

 
$
0.49

Weighted average shares, including the dilutive effect of stock-based awards (0 and 3,821 for the thirteen weeks ended July 4, 2015 and June 28, 2014, respectively, and 3,257 and 3,893 for the twenty-six weeks ended July 4, 2015 and June 28, 2014, respectively)
156,329

 
159,186

 
159,549

 
158,962

Diluted EPS
$
(0.22
)
 
$
0.32

 
$
0.06

 
$
0.47


There were approximately 2,775 and 1,400 stock-based awards for the thirteen weeks ended July 4, 2015 and June 28, 2014, respectively, and 2,431 and 2,993 stock based awards for the twenty-six weeks ended July 4, 2015 and June 28, 2014, respectively, that were not included in the computation of Diluted EPS because the exercise price was greater than the average market price of the Class A Common Stock during the respective periods, thereby having an antidilutive effect. During the thirteen weeks ended July 4, 2015, there were 3,181 stock-based awards that were excluded from the computation of Diluted EPS as we recognized a net loss.

8

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

Note 4 – Stock-Based Compensation
We currently have a single stock incentive plan, the 2011 Incentive Plan, amended during the second quarter of 2013, for the granting of equity-based incentive awards. We grant time- and/or performance-vested restricted stock and/or restricted stock units, in addition to stock options, to key employees and members of our Board of Directors. The performance measures for vesting of restricted stock and restricted stock units for grants to management for the periods presented are based on earnings growth, return on invested capital, total shareholder return, income from operations as a percent of revenue and income before tax. Awards granted under the 2011 Incentive Plan were as follows:
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
 
July 4,
2015
 
June 28,
2014
Stock options granted (a)
839

 
639

 
839

 
700

Restricted stock and restricted stock units granted (a)
1,329

 
1,276

 
1,347

 
1,363

 
 
 
 
 
 
 
 
Stock-based compensation expense
$
11,015

 
$
8,574

 
$
17,529

 
$
16,460

Related income tax benefit
$
3,632

 
$
2,720

 
$
5,813

 
$
5,426

 
 
 
 
 
 
 
 
Exercised stock options
332

 
149

 
370

 
695

Vested restricted stock and/or restricted stock units (b)
1,393

 
414

 
1,408

 
841


(a) As of July 4, 2015, approximately 9,942 shares were available for grant under the 2011 Incentive Plan, taking into account granted options, time-vested restricted stock units/awards and performance-vested restricted stock units assuming maximum achievement.
(b) Includes 1,015 and 0 shares, for the thirteen weeks ended July 4, 2015 and June 28, 2014, respectively, and 1,015 and 145 shares, for the twenty-six weeks ended July 4, 2015 and June 28, 2014, respectively, which were issued based on performance-based grants previously approved by the Human Resources Committee of the Board of Directors. The remainder of the shares are time-based grants.
Note 5 – Derivative Financial Instruments
We use foreign currency forward contracts that are not designated as hedges primarily to manage currency risk associated with foreign currency-denominated trade accounts receivable, accounts payable and intercompany loans.
The notional amounts and fair values of derivative instruments in our consolidated balance sheet were as follows: 
 
Notional Amounts (1)
 
Fair Value
 
July 4,
2015
 
January 3,
2015
 
July 4,
2015
 
January 3,
2015
Derivatives not receiving hedge accounting treatment recorded in:
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
 
Foreign exchange contracts
$
1,533,020

 
$
1,863,626

 
$
31,344

 
$
31,213

Accrued expenses
 
 
 
 
 
 
 
Foreign exchange contracts
538,831

 
450,352

 
(5,666
)
 
(1,793
)
              Total
$
2,071,851

 
$
2,313,978

 
$
25,678

 
$
29,420

 
(1) Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign exchange contracts.

9

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

The amount recognized in earnings from our derivative instruments not receiving hedge accounting treatment, including ineffectiveness, is recorded in net foreign exchange loss (gain) as follows and was largely offset by the change in fair value of the underlying hedged assets or liabilities:
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4, 2015
 
June 28, 2014
 
July 4, 2015
 
June 28, 2014
 
 
 
 
 
 
 
 
Net gain (loss) recognized in earnings
$
(11,829
)
 
$
7,693

 
$
91,894

 
$
(6,974
)
Note 6 – Fair Value Measurements
Our assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 – quoted market prices in active markets for identical assets and liabilities; Level 2 – observable market-based inputs or unobservable inputs that are corroborated by market data; and Level 3 – unobservable inputs that are not corroborated by market data.
As of July 4, 2015, our assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
 
July 4, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit
$

 
$

 
$

 
$

Marketable trading securities (a)
52,371

 
52,371

 

 

Derivative assets
31,344

 

 
31,344

 

Total assets at fair value
$
83,715

 
$
52,371

 
$
31,344

 
$

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
5,666

 
$

 
$
5,666

 
$

       Contingent consideration
6,128

 

 

 
6,128

Total liabilities at fair value
$
11,794

 
$

 
$
5,666

 
$
6,128

(a)
Included in other current assets in our consolidated balance sheet.
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
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash equivalents, consisting primarily of money market accounts and short-term certificates of deposit
$
90

 
$
90

 
$

 
$

Marketable trading securities (a)
56,616

 
56,616

 

 

Derivative assets
31,213

 

 
31,213

 

Total assets at fair value
$
87,919

 
$
56,706

 
$
31,213

 
$

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
1,793

 
$

 
$
1,793

 
$

Contingent consideration
7,647

 

 

 
7,647

Total liabilities at fair value
$
9,440

 
$

 
$
1,793

 
$
7,647

(a)
Included in other current assets in our consolidated balance sheet.

10

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

The fair value of the cash equivalents approximated cost and the gain or loss on the marketable trading securities was recognized in the consolidated statement of income to reflect these investments at fair value.
Our senior unsecured notes due in 2024, 2022 and 2017 are stated at amortized cost, and their respective fair values were determined based on Level 2 criteria. The fair values and carrying values of these notes are shown in the table below:
 
July 4, 2015
 
 
 
Fair Value
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Carrying Value
Liabilities:
 
 
 
 
 
 
 
 
 
Senior unsecured notes, 5.25% due 2017
$
319,284

 
$

 
$
319,284

 
$

 
$
300,000

Senior unsecured notes, 5.00% due 2022
310,072

 

 
310,072

 

 
298,724

Senior unsecured notes, 4.95% due 2024
508,885

 

 
508,885

 

 
498,343

 
$
1,138,241

 
$

 
$
1,138,241

 
$

 
$
1,097,067

 
January 3, 2015
 
 
 
Fair Value
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Carrying Value
Liabilities:
 
 
 
 
 
 
 
 
 
Senior unsecured notes, 5.25% due 2017
$
323,527

 
$

 
$
323,527

 
$

 
$
300,000

Senior unsecured notes, 5.00% due 2022
314,954

 

 
314,954

 

 
298,634

Senior unsecured notes, 4.95% due 2024
499,923

 

 
499,923

 

 
498,255

 
$
1,138,404

 
$

 
$
1,138,404

 
$

 
$
1,096,889


Note 7 – Acquisitions, Goodwill and Intangible Assets

On June 14, 2015, we acquired a 75% majority interest in Arabian Applied Technology, the largest value-added technology distributor in Saudi Arabia for an initial payment of $1,700, net of cash acquired. In addition, the purchase price includes a deferred payment of $6,698, payable over the next fiscal year. The major classes of assets and liabilities to which we preliminary allocated the purchase price were goodwill of $2,969, and identifiable intangible assets of $2,970. The identifiable intangible assets primarily consist of customer relationships. The goodwill recognized in connection with this acquisition is primarily attributable to the assembled workforce. As of July 4, 2015, we recorded minority interest of $1,800 in other liabilities on the consolidated balance sheet for the remaining 25% interest in Arabian Applied Technology.

On May 19, 2015, we acquired all of the outstanding shares of a European mobile device trade-in business for a payment of $1,185, which was preliminarily allocated to other assets on the consolidated balance sheet.  

On March 16, 2015, we acquired all of the outstanding shares of Tech Data Peru S.A.C. and Tech Data Chile S.A. for a cash payment of $14,409, 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. The purchase price is subject to a final true-up, if necessary, relating to the final closing balance sheet.

On February 27, 2015, we acquired 97.5% of the outstanding shares of Anovo Expansion SAS ("Anovo"), a leading global provider of device lifecycle services for a payment of $68,123, net of cash acquired, plus assumption of debt of $32,486. The major classes of assets and liabilities to which we preliminarily allocated the purchase price were $41,200 to acquired intangible assets, and $33,359 to goodwill. The identifiable intangible assets primarily consist of developed technology, trade name and customer relationships. The goodwill recognized in connection with these acquisitions is primarily attributable to the assembled workforce. As of July 4, 2015, we recorded minority interest of $1,391 in other liabilities on the consolidated balance sheet for the remaining 2.5% of the outstanding shares.


11

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

The acquired entities have been included in our consolidated results of operations since the respective acquisition dates. Pro forma results of operations have not been presented for the 2015 acquisitions because the historical results of these acquisitions, individually and in aggregate, were not material to our consolidated results of operations.

During the six months ended July 4, 2015, we acquired an additional 21% of the outstanding shares of Armada Computer Systems for $8,838. As of July 4, 2015, we owned 79% of the outstanding shares, and we recorded minority interest of $9,125 in other liabilities on the consolidated balance sheet for the remaining 21% of the outstanding shares.

Finite-lived identifiable intangible assets are amortized over their remaining estimated lives ranging up to 13 years with the predominant amounts having lives of 3 to 10 years. The gross and net carrying amounts of finite-lived identifiable intangible assets are as follows:
 
July 4,
2015
 
January 3,
2015
Gross carrying amount of finite-lived intangible assets
$
526,292

 
$
488,753

Net carrying amount of finite-lived intangible assets
$
328,678

 
$
318,689


Note 8 – Reorganization Costs
2015 and 2014 Actions
On May 4, 2015, we announced our intention to take certain global actions to further streamline our cost structure. We incurred 3,851 of costs in North America related to this plan during the second quarter of 2015.
On February 13, 2014 we announced a plan to proceed with a global organizational effectiveness program that involved aligning and leveraging our infrastructure globally with our evolving businesses, opportunities and resources, and de-layering and simplifying the organization.
As a result of the organizational effectiveness program and continued acquisition integration activities, we recognized reorganization charges of $2,385, net of adjustments, and $23,513 during the thirteen weeks ended July 4, 2015 and June 28, 2014, respectively. During the thirteen weeks ended July 4, 2015, the reorganization charges primarily related to employee termination benefits of $4,562. During the thirteen weeks ended June 28, 2014, the reorganization charges primarily related to $15,978 of employee termination benefits, and $7,528 for a previously acquired trade name that we wrote-off as we integrated certain operations under the Ingram Micro brand.
During the twenty-six weeks ended July 4, 2015 and June 28, 2014, we recognized reorganization charges of $6,425, net of adjustments, and $61,937, respectively. The reorganization charges during the twenty-six weeks ended July 4, 2015 primarily related to employee termination benefits of $7,849. During the twenty-six weeks ended June 28, 2014, the reorganization charges primarily related to $54,553 of employee termination benefits, and $7,528 for a previously acquired trade name that we wrote-off as we integrated certain operations under the Ingram Micro brand.
2013 and Prior Actions
In 2013, we incurred net reorganization costs primarily relating to a number of key initiatives, including: (a) the integration of BrightPoint operations into Ingram Micro, resulting in headcount reductions and the closure of certain BrightPoint facilities, and the exit of a portion of our Australian offices in Asia-Pacific; (b) headcount reductions in Europe and Asia-Pacific to respond to the current market environment, and (c) the transition of certain transaction-oriented service and support functions to shared service centers.

12

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

A summary of the reorganization and expense-reduction program costs incurred in the thirteen weeks ended July 4, 2015 and June 28, 2014, are as follows:
 
 
Reorganization Costs
 
 
Headcount Reduction
 
Employee Termination Benefits
 
Facility and Other Costs
 
Total Reorganization Costs
 
Adjustments to Prior Year Costs
 
Total Costs
 
 
 
 
 
 
 
 
 
 
 
 
 
Thirteen weeks ended July 4, 2015
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
$
3,828

 
$
23

 
$
3,851

 
$
(962
)
 
$
2,889

Europe
 
 
 
4,270

 
539

 
4,809

 
(1,719
)
 
3,090

Asia-Pacific
 
 
 
158

 

 
158

 

 
158

Latin America
 
 
 
134

 
(35
)
 
99

 

 
99

Total
 
116
 
$
8,390

 
$
527

 
$
8,917

 
$
(2,681
)
 
$
6,236

 
 
 
 
 
 
 
 
 
 
 
 
 
Thirteen weeks ended June 28, 2014
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
$
994

 
$
7,528

 
$
8,522

 
$

 
$
8,522

Europe
 
 
 
14,194

 

 
14,194

 

 
14,194

Asia-Pacific
 
 
 
657

 
7

 
664

 

 
664

Latin America
 
 
 
133

 

 
133

 

 
133

Total
 
103
 
$
15,978

 
$
7,535

 
$
23,513

 
$

 
$
23,513

A summary of the reorganization and expense-reduction program costs incurred in the twenty-six weeks ended July 4, 2015 and June 28, 2014, are as follows:
 
 
Reorganization Costs
 
 
Headcount Reduction
 
Employee Termination Benefits
 
Facility and Other Costs
 
Total Reorganization Costs
 
Adjustments to Prior Year Costs
 
Total Costs
 
 
 
 
 
 
 
 
 
 
 
 
 
Twenty-six Weeks Ended July 4, 2015
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
$
4,617

 
$
56

 
$
4,673

 
$
(962
)
 
$
3,711

Europe
 
 
 
6,228

 
760

 
6,988

 
(1,719
)
 
5,269

Asia-Pacific
 
 
 
669

 

 
669

 

 
669

Latin America
 
 
 
163

 
464

 
627

 

 
627

Total
 
187
 
$
11,677

 
$
1,280

 
$
12,957

 
$
(2,681
)
 
$
10,276

 
 
 
 
 
 
 
 
 
 
 
 
 
Twenty-six Weeks Ended June 28, 2014
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
$
7,426

 
$
7,528

 
$
14,954

 
$

 
$
14,954

Europe
 
 
 
44,514

 

 
44,514

 
(36
)
 
44,478

Asia-Pacific
 
 
 
2,011

 
7

 
2,018

 
(115
)
 
1,903

Latin America
 
 
 
602

 

 
602

 

 
602

Total
 
825
 
$
54,553

 
$
7,535

 
$
62,088

 
$
(151
)
 
$
61,937


13

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

The remaining liabilities and 2015 activities associated with the aforementioned actions are summarized in the table below:

 
 
Reorganization Liability
 
 
 
Remaining Liability at January 3, 2015
 
Expenses (Income), Net
 
Amounts Paid
and Charged
Against the
Liability
 
Foreign Currency Translation
 
Remaining Liability at July 4, 2015
 
2015 and 2014 reorganization actions
 
 
 
 
 
 
 
 
 
 
 
Employee termination benefits
 
$
24,296

 
$
9,958

(c)
$
(20,912
)
 
$
(1,678
)
 
$
11,664

 
Facility and other costs
 

 
893

(d)
(208
)
 

 
685

 
Subtotal
 
24,296

 
10,851

 
(21,120
)
 
(1,678
)
 
12,349

(a)
2013 and prior reorganization actions
 
 
 
 
 
 
 
 
 
 
 
Employee termination benefits
 
118

 

 
(6
)
 

 
112

 
Facility and other costs
 
2,496

 
(575
)
(d)
(233
)
 
(135
)
 
1,553

 
Subtotal
 
2,614

 
(575
)
 
(239
)
 
(135
)
 
1,665

(b)
 
 
$
26,910

 
$
10,276

 
$
(21,359
)
 
$
(1,813
)
 
$
14,014

 

(a)
We expect the remaining liabilities to be substantially utilized by the end of 2015.
(b)
We expect the remaining liabilities to be substantially utilized by the end of 2016.
(c)
Adjustments reflected in the table above include a reduction of $1,719 to reorganization liabilities recorded in the prior year in Europe for lower than expected employee termination benefits.
(d)
Adjustments reflected in the table above include reductions of $387 and $575 to 2014 and 2013 reorganization plan liabilities, respectively, recorded in the prior year in North America for lower than expected facility and other costs.


Note 9 – Debt
The carrying value of our outstanding debt consists of the following:
 
July 4, 2015
 
January 3, 2015
Senior unsecured notes, 4.95% due 2024, net of unamortized discount of $1,657 and $1,745, respectively
$
498,343

 
$
498,255

Senior unsecured notes, 5.00% due 2022, net of unamortized discount of $1,276 and $1,366, respectively
298,724

 
298,634

Senior unsecured notes, 5.25% due 2017
300,000

 
300,000

North America revolving trade accounts receivable-backed financing program

 
185,000

Lines of credit and other debt
86,239

 
187,026

 
1,183,306

 
1,468,915

Short-term debt and current maturities of long-term debt
(86,204
)
 
(372,026
)
 
$
1,097,102

 
$
1,096,889


14

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

Note 10 – Income Taxes

Our effective tax rate for the thirteen weeks ended July 4, 2015 was (21.8)% compared to 34.2% for the thirteen weeks ended June 28, 2014. For the twenty-six weeks ended July 4, 2015 and June 28, 2014, our effective tax rate was 75.6% and 37.6%, respectively. Under U.S. accounting rules for income taxes, quarterly effective tax rates may vary significantly depending on the actual operating results in the various tax jurisdictions, as well as changes in the valuation allowance related to the expected recovery of deferred tax assets.
The thirteen weeks ended July 4, 2015 included net discrete expenses of approximately $12,134, or (43.1) percentage points of the effective tax rate, which primarily related to a $14,580 increase to the valuation allowance on foreign tax credits. The additional valuation allowance is a result of a decrease in projected foreign source income, primarily lower royalties from foreign affiliates, due to the decision to cancel future deployments of SAP, partially offset by net discrete benefit of $2,446 primarily driven by the release of unrealized tax benefits due to the expiration of the statute of limitations in various tax jurisdictions. See Note 1 - "Impairment of Internally Developed Software" for additional information on the cancellation of the global SAP deployment.
The twenty-six weeks ended July 4, 2015 included net discrete expenses of approximately $11,525, or 31.3 percentage points of the effective tax rate, and the twenty-six weeks ended June 28, 2014 included net discrete benefits of approximately $2,525, or 2.1 percentage points of the effective tax rate.
Our effective tax rate differed from the U.S. federal statutory rate of 35% during these periods primarily due to the items noted above, as well as the relative mix of earnings or losses within the tax jurisdictions in which we operate, such as: (a) earnings in lower-tax jurisdictions for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the United States; (b) losses in certain jurisdictions in which we are not able to record a tax benefit; and (c) changes in the valuation allowance on deferred tax assets.
At July 4, 2015, we had gross unrecognized tax benefits of $28,810 compared to $30,372 at January 3, 2015, representing a net decrease of $1,562 during the twenty-six weeks ended July 4, 2015. Substantially all of the gross unrecognized tax benefits, if recognized, would impact our effective tax rate in the period of recognition.
We recognize interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the gross unrecognized tax benefits identified above, the interest and penalties recorded to date by us totaled $7,168 and $7,625 at July 4, 2015 and January 3, 2015, respectively.
Our future effective tax rate will continue to be affected by changes in the relative mix of taxable income and losses in the tax jurisdictions in which we operate, changes in the valuation of deferred tax assets, or changes in tax laws or interpretations thereof. In addition, our income tax returns are subject to continuous examination by the IRS and other tax authorities. The IRS has concluded its examinations of tax years prior to tax year 2012. It is possible that within the next twelve months, ongoing tax examinations in the United States and several of our foreign jurisdictions may be resolved, that new tax exams may commence and that other issues may be effectively settled. However, we do not expect our assessment of unrecognized tax benefits to change significantly over that time.

15

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

Note 11 – Segment Information
Geographic areas in which we operate include North America (the United States and Canada), Europe (Austria, Belgium, Denmark, France, Finland, Germany, Hungary, Italy, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, Switzerland and the United Kingdom), Asia-Pacific (Australia, the People’s Republic of China including Hong Kong, Egypt, India, Indonesia, Israel, Lebanon, Malaysia, New Zealand, Singapore, South Africa, Saudi Arabia, Thailand, Turkey, and United Arab Emirates) and Latin America (Brazil, Chile, Colombia, Mexico, Peru and our Latin American export operations in Miami).
We do not allocate stock-based compensation recognized (see Note 4) to our operating segments; therefore, we are reporting this as a separate amount. Additionally, we did not allocate the impairment of internally developed software to the regions; it has been presented separately.
Financial information by reporting segment is as follows:
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
 
July 4,
2015
 
June 28,
2014
Net sales
 
 
 
 
 
 
 
North America
$
4,618,535

 
$
4,610,988

 
$
9,060,141

 
$
8,753,085

Europe
2,854,948

 
3,417,696

 
5,929,245

 
6,876,984

Asia-Pacific
2,481,539

 
2,359,105

 
5,025,749

 
4,648,244

Latin America
598,256

 
521,590

 
1,182,569

 
1,015,055

Total
$
10,553,278

 
$
10,909,379

 
$
21,197,704

 
$
21,293,368

Income (loss) from operations
 
 
 
 
 
 
 
North America
$
80,554

 
$
72,054

 
$
134,854

 
$
133,768

Europe
11,416

 
3,077

 
18,336

 
(8,129
)
Asia-Pacific
30,915

 
23,702

 
62,542

 
40,450

Latin America
6,055

 
7,960

 
17,437

 
16,950

Stock-based compensation expense
(11,015
)
 
(8,574
)
 
(17,529
)
 
(16,460
)
Impairment of internally developed software
(115,856
)
 

 
(115,856
)
 

Total
$
2,069

 
$
98,219

 
$
99,784

 
$
166,579

Capital expenditures
 
 
 
 
 
 
 
North America
$
26,008

 
$
14,022

 
$
42,194

 
$
32,696

Europe
4,966

 
2,133

 
7,652

 
4,154

Asia-Pacific
3,112

 
1,875

 
5,451

 
3,224

Latin America
720

 
547

 
1,276

 
823

Total
$
34,806

 
$
18,577

 
$
56,573

 
$
40,897

Depreciation
 
 
 
 
 
 
 
North America
$
16,019

 
$
15,203

 
$
31,514

 
$
28,841

Europe
2,789

 
4,094

 
5,548

 
7,753

Asia-Pacific
2,722

 
2,763

 
5,438

 
5,177

Latin America
554

 
389

 
979

 
745

Total
$
22,084

 
$
22,449

 
$
43,479

 
$
42,516

Amortization of intangible assets
 
 
 
 
 
 
 
North America
$
10,260

 
$
9,907

 
$
20,732

 
$
19,619

Europe
4,840

 
2,876

 
8,139

 
5,705

Asia-Pacific
1,788

 
1,434

 
3,746

 
2,839

Latin America
201

 
204

 
403

 
410

Total
$
17,089

 
$
14,421

 
$
33,020

 
$
28,573


16

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

 
The integration, transition and other costs included in income from operations by reporting segment are as follows:
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
 
July 4,
2015
 
June 28,
2014
Integration, transition and other costs (a)
 
 
 
 
 
 
 
North America
$
5,810

 
$
8,232

 
$
10,644

 
$
8,333

Europe
1,566

 
1,255

 
2,852

 
1,764

Asia-Pacific
268

 
512

 
1,637

 
1,889

Latin America
1,627

 

 
1,627

 

Total
$
9,271

 
$
9,999

 
$
16,760

 
$
11,986

(a)
Costs are primarily related to professional, consulting and integration costs associated with our acquisitions, as well as consulting, retention and transition costs associated with our organizational effectiveness program charged to selling, general and administrative, or SG&A, expenses. Also included is a gain of $6,600 related to the final settlement of a class action lawsuit against the manufacturers of LCD flat panel displays, which was recorded as a reduction of SG&A expense in North America in the first quarter of 2014.

For a segment breakdown of reorganization costs, refer to Note 8.
 
As of
 
July 4,
2015
 
January 3, 2015
Identifiable assets
 
 
 
North America
$
5,127,874

 
$
5,899,901

Europe
3,128,354

 
3,599,400

Asia-Pacific
2,394,536

 
2,564,273

Latin America
763,145

 
767,869

Total
$
11,413,909

 
$
12,831,443

Long-lived assets
 
 
 
North America
$
435,697

 
$
561,809

Europe
140,106

 
105,913

Asia-Pacific
73,975

 
76,177

Latin America
12,656

 
7,220

Total
$
662,434

 
$
751,119


17

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

Net sales and long-lived assets for the United States, which is our country of domicile, are as follows:
 
Thirteen Weeks Ended
 
July 4,
2015
 
June 28,
2014
Net sales:
 
 
 
 
 
 
 
United States
$
4,315,698

 
41
%
 
$
4,244,514

 
39
%
Outside of the United States
6,237,580

 
59
%
 
6,664,865

 
61
%
Total
$
10,553,278

 
100
%
 
$
10,909,379

 
100
%
 
 
 
 
 
 
 
 
 
Twenty-six Weeks Ended
 
July 4,
2015
 
June 28,
2014
Net sales:
 
 
 
 
 
 
 
United States
$
8,427,826

 
40
%
 
$
7,980,365

 
37
%
Outside of the United States
12,769,878

 
60
%
 
13,313,003

 
63
%
Total
$
21,197,704

 
100
%
 
$
21,293,368

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
 
July 4,
2015
 
January 3, 2015
Long-lived assets:
 
 
 
 
 
 
 
United States
 
 
 
 
$
412,926

 
$
493,475

Outside of the United States
 
 
 
 
249,508

 
257,644

Total
 
 
 
 
$
662,434

 
$
751,119

 

Note 12 – Commitments and Contingencies
Our Brazilian subsidiary received a 2005 Federal import tax assessment claiming certain commercial taxes totaling Brazilian Reais 12,714 ($4,066 at July 4, 2015 exchange rates) were due on the import of software acquired from international vendors for the period January through September of 2002. While we will continue to vigorously pursue administrative and, if applicable, judicial action in defending against this matter, we continue to maintain a reserve for the full tax amount assessed at July 4, 2015.
Our Brazilian subsidiary has also received a number of additional tax assessments, including the following that have a reasonable possibility of a loss: (1) a 2007 Sao Paulo municipal tax assessment claiming Brazilian Reais 29,111 ($9,309 at July 4, 2015 exchange rates) of service taxes were due on the resale of acquired software covering years 2002 through 2006, plus Brazilian Reais 25,972 ($8,306 at July 4, 2015 exchange rates) of associated penalties; (2) a 2011 Federal income tax assessment, a portion of which claims statutory penalties totaling Brazilian Reais 15,947 ($5,100 at July 4, 2015 exchange rates) for delays in providing certain electronic files during the audit of tax years 2008 and 2009, which was conducted through the course of 2011; (3) a 2012 Sao Paulo municipal tax assessment claiming Brazilian Reais 2,996 ($958 at July 4, 2015 exchange rates) of service taxes due on the importation of software covering the year 2007 plus Brazilian Reais 1,498 ($479 at July 4, 2015 exchange rates) of associated penalties; and (4) a 2013 Sao Paulo municipal tax assessment claiming Brazilian Reais 10,726 ($3,430 at July 4, 2015 exchange rates) of service taxes due on the importation of software covering the years 2008, 2009, 2010 and January through May 2011 plus Brazilian Reais 5,363 ($1,715 at July 4, 2015 exchange rates) of associated penalties. After working with our advisors, we believe these matters do not represent a probable loss.
In addition to the amounts described above, it is reasonably possible that incremental charges for penalties, interest and inflationary adjustments could be imposed in an amount up to Brazilian Reais 263,734 ($84,338 at July 4, 2015 exchange rates) for these matters. We believe we have good defenses against each matter and do not believe it is probable that we will suffer a material loss for these matters.

18

INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In 000s, except per share data)

There are various other claims, lawsuits and pending actions against us incidental to our operations. It is the opinion of management that the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, we can make no assurances that we will ultimately be successful in our defense of any of these matters.
As is customary in the IT distribution industry, we have arrangements with certain finance companies that provide inventory-financing facilities for their customers. In conjunction with certain of these arrangements, we have agreements with the finance companies that would require us to repurchase certain inventory, which might be repossessed from the customers by the finance companies. Due to various reasons, including among other factors, the lack of information regarding the amount of saleable inventory purchased from us still on hand with the customer at any point in time, repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by us under these arrangements have been insignificant to date.
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 the periods presented. The guarantees require us to reimburse the third party for defaults by these customers up to an aggregate of $8,673. The fair value of these guarantees has been recognized as cost of sales to these customers and is included in accrued expenses.

Note 13 - New Accounting Standards
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-05, "Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement", which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customer’s accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. The standard is effective for periods beginning after December 15, 2015. We continue to evaluate the impact of the new guidance on our financial position, results of operations and cash flows.
In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for periods beginning after December 15, 2015. The new guidance is not expected to have a material impact on our financial position.
In May 2014, the 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 at an amount that reflects the consideration it expects to receive in exchange for those goods and services.  The accounting standard is effective for us in the first quarter of fiscal year 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard, and management is currently evaluating which transition approach to use. Early adoption is permitted in the first quarter of fiscal year 2017. We are currently in the process of assessing what impact this new standard may have on our consolidated financial statements.
Note 14- Subsequent Event
In July 2015, our Board of Directors authorized a new three-year, $300,000 share repurchase program, which supplements our current $400,000 share repurchase program which expires on October 27, 2015 and has $4,648 remaining for repurchase as of July 28, 2015. Subsequent to July 4, 2015, we have repurchased an additional 3,057 shares for consideration of $75,238.
On July 30, 2015 we declared a quarterly dividend of $0.10 per share. The dividend will be payable on September 1, 2015 to the stockholders of record and paid on September 15, 2015.


19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise stated, all currency amounts, other than per share information, contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are stated in thousands.
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Exchange Act, as amended. Statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements, and may include, but are not limited to, management’s expectations of 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 effectiveness program and related restructuring, integration and other reorganization costs; additional cost reduction measures and related restructuring costs; process and efficiency enhancements; cost savings; cash flows; working capital levels and days; capital expenditures; liquidity; capital requirements; effective tax rates; acquisitions and integration costs and benefits to our business; operating models; exchange rate fluctuations and related currency gains and losses; resolution of contingencies; seasonality; interest rates and expenses; and rates of return. In evaluating our business, readers should carefully consider the important factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended January 3, 2015, as filed with the Securities and Exchange Commission. These factors could cause our actual results and conditions to differ materially from our historical performance or those projected in our forward-looking statements. We disclaim any duty to update any forward-looking statements.

Overview of Our Business
Ingram Micro helps businesses realize the promise of technology by delivering a full spectrum of global technology and commerce and fulfillment services to businesses around the world. Ingram Micro's global infrastructure and deep expertise in technology solutions, supply chain, cloud and mobility help to enable its business partners to operate efficiently and successfully in the markets they serve. We are the largest wholesale technology distributor and a global leader in IT supply-chain and mobile device lifecycle services based on revenues. We offer a broad range of IT products and commerce and fulfillment services to help generate demand and create efficiencies for our customers and suppliers around the world. Our results of operations have been, and will continue to be, directly affected by the conditions in the economy in general. Historically, our margins have been impacted by pressures from price competition and declining average selling prices, as well as changes in vendor terms and conditions, including, but not limited to, variations in vendor rebates and incentives, our ability to return inventory to vendors, and time periods qualifying for price protection. We expect competitive pricing pressures and restrictive vendor terms and conditions to continue in the foreseeable future. In addition, our margins have and may continue to be impacted by our inventory levels, which are based on projections of future demand, product availability, product acceptance and marketability, and market conditions. Any sudden decline in demand and/or rapid technological changes in products could cause us to have a charge for excess and/or obsolete inventory. We continue to monitor and refine our pricing strategies, inventory management processes and vendor program processes to respond to and mitigate the impact of these factors. In addition, we continuously monitor and work to change, as appropriate, certain terms, conditions and credit offered to our customers to reflect those being imposed by our vendors, to recover costs and/or to facilitate sales opportunities. Our business also requires significant levels of working capital primarily to finance trade accounts receivable and inventory. We have historically relied on, and continue to rely heavily on, trade credit from vendors, available cash, debt and factoring of trade accounts receivable for our working capital needs.
While the primary industry in which we operate is characterized by narrow gross profit as a percentage of net sales, or gross margin, and narrow income from operations as a percentage of net sales, or operating margin, we strive to improve our profitability through diversification of product offerings, including our presence in adjacent product categories, such as automatic identification/data capture and point-of-sale, or AIDC/POS, enterprise computing and data center. Additionally, we are expanding our capabilities in what we believe are faster growing and higher margin service oriented businesses such as mobility device life cycle services, commerce and fulfillment services, formerly supply chain services, and cloud. Over the past few years, we have complemented our internal growth initiatives with strategic business acquisitions. Although we expect that these acquisitions and our organic investments will expand our capabilities in these areas, service revenues currently represent less than 10% of total net sales for all periods presented.
We sell finished products purchased from many vendors but generated approximately 15% and 11% of our consolidated net sales for the thirteen weeks ended July 4, 2015, and approximately 16% and 7% of our consolidated net sales for the thirteen weeks ended June 28, 2014 from products purchased from Hewlett-Packard Company and Apple Inc., respectively.
For the twenty-six weeks ended July 4, 2015, we generated approximately 15% and 11% of our consolidated net sales, and for the twenty-six weeks ended June 28, 2014, approximately 16% and 9% of our consolidated net sales from products purchased from Hewlett-Packard Company and Apple Inc., respectively.


20





Management's Discussion and Analysis Continued

We manage our business through continuous cost controls and process and efficiency enhancements. This may also include, from time to time, reorganization actions to further enhance productivity and profitability and could result in the recognition of reorganization costs or impairment of assets.
To further enhance our ability to innovate and respond to market needs with greater speed and efficiency, on February 13, 2014 we announced a plan to proceed with a global organizational effectiveness program (the "2014 Program") that involved aligning and leveraging our infrastructure globally with our evolving businesses, opportunities and resources, and de-layering and simplifying the organization.
The 2014 Program is mostly complete and has generated in excess of $80,000 in annual cost savings compared to the 2013 fiscal year. We have incurred reorganization as well as transition and other related costs aggregating $10,069 for the twenty-six weeks ended July 4, 2015, which includes $6,130 related to employee termination benefits associated with this program and $3,939 of transition and integration costs.
In addition, in May 2015, we announced our intention to take additional actions globally to further streamline our cost structure. These actions are expected to result in annualized savings of approximately $100,000 in 2016 while one-time costs associated with these actions are expected to be between $50 to $60 million, of which $3,851 has been recorded in North America during the second quarter with the remainder expected to be recognized in the second half of 2015. We expect to realize savings of approximately $15 million in the second half of 2015.
We began our program to deploy a new global ERP system seven years ago. Over that period, the business has significantly diversified and new technologies allow legacy systems and diverse applications to easily be connected in a modular way, which allows these legacy systems to be part of a flexible, powerful and efficient solution. After careful evaluation, we have concluded that this combined systems strategy is better aligned with our evolving business model and is more flexible and economical than a single global system. Accordingly, we have stopped our global ERP deployment and recorded a non-cash, pre-tax charge related to the impairment of internally developed software of $115,856 during the second quarter of 2015. We recognized a tax benefit on the impairment at the applicable rates, partially offset by an increase in the valuation allowance on foreign tax credits of $14,580 as a result of the decision to stop deployments.



21





Management's Discussion and Analysis Continued

Results of Operations for the Thirteen Weeks Ended July 4, 2015 Compared to the Thirteen Weeks Ended June 28, 2014
 
Thirteen Weeks Ended
 
Change - Increase (Decrease)
 
July 4, 2015
 
June 28, 2014
 
Amount
 
Percentage
Net sales by reporting segment
 
 
 
 
 
 
 
 
 
 
 
North America
$
4,618,535

 
44
%
 
$
4,610,988

 
42
%
 
$
7,547

 
0.2
 %
Europe
2,854,948

 
27

 
3,417,696

 
31

 
(562,748
)
 
(16.5
)
Asia-Pacific
2,481,539

 
24

 
2,359,105

 
22

 
122,434

 
5.2

Latin America
598,256

 
6

 
521,590

 
5

 
76,666

 
14.7

Total
$
10,553,278

 
100
%
 
$
10,909,379

 
100
%
 
$
(356,101
)
 
(3.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Thirteen Weeks Ended
 
Change - Increase (Decrease)
 
July 4, 2015
 
June 28, 2014
 
Amount
 
Percentage
Operating income and operating margin by reporting segment
 
 
 
 
 
 
 
 
 
 
 
North America
$
80,554

 
1.74
%
 
$
72,054

 
1.56
%
 
$
8,500

 
0.18
 %
Europe
11,416

 
0.40

 
3,077

 
0.09
%
 
8,339

 
0.31

Asia-Pacific
30,915

 
1.25

 
23,702

 
1.00
%
 
7,213

 
0.25

Latin America
6,055

 
1.01
%
 
7,960

 
1.53
%
 
(1,905
)
 
(0.52
)
Stock-based compensation expense
(11,015
)
 

 
(8,574
)
 

 
(2,441
)
 

Impairment of internally developed software
(115,856
)
 

 

 

 
(115,856
)
 

Total
$
2,069

 
0.02
%
 
$
98,219

 
0.90
%
 
$
(96,150
)
 
(0.88
)%

 
Thirteen Weeks Ended
 
July 4, 2015
 
June 28, 2014
Net sales
100.00
 %
 
100.00
%
Cost of sales
93.78

 
94.19

Gross profit
6.22

 
5.81

Operating expenses:
 
 
 
Selling, general and administrative
4.89

 
4.56

Amortization of intangible assets
0.16

 
0.13

Reorganization costs
0.06

 
0.22

Impairment of internally developed software
1.10

 

Income from operations
0.02

 
0.90

Other expense, net
0.29

 
0.19

(Loss) income before income taxes
(0.27
)
 
0.71

Provision for income taxes
0.06

 
0.24

Net (loss) income
(0.32
)%
 
0.46
%





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Management's Discussion and Analysis Continued



The 3.3% decrease in our consolidated net sales for the thirteen weeks ended July 4, 2015, or second quarter of 2015, compared to the thirteen weeks ended June 28, 2014, or second quarter of 2014, was driven entirely by the translation impact of weaker foreign currencies, which had a negative impact of eight percentage points. Our acquisitions of Armada, Anovo and distribution businesses in Chile and Peru contributed approximately two percentage points of growth. Our global revenue growth in local currencies reflects growth in all regions. Technology solutions revenue increased with modest IT spending growth across most segments and regions, partially offset by softer consumer demand, particularly for personal computers in North America and Europe, which benefited from strong sales last year due to the expiration of Microsoft XP support. In addition, there was strong growth in mobility with the addition of Verizon Wireless channel business in North America and strong iPhone demand globally.
North American net sales in the second quarter of 2015 were flat compared to the second quarter of 2014 and include the translation impact of a weaker Canadian dollar relative to the U.S. dollar which had a negative impact on net sales of approximately one percentage point. The local currency growth reflects strength in our mobility business, particularly in the Verizon Wireless channel market, modest growth in notebooks across multiple vendor lines, good performance in data center and networking infrastructure solutions sales, and strength in higher value specialty categories of training services, virtualization and physical security. This growth was almost entirely offset by a decline in sales of desktop personal computers, which benefited from strong growth in the prior year related to the expiration of XP support. We continue to gain traction in our Cloud and commerce and fulfillment businesses, although from a small base currently.
The 16.5% decrease in European net sales includes the translation impact of weaker foreign currencies relative to the U.S. dollar which had a negative impact on net sales of approximately 18 percentage points. Our acquisition of Anovo contributed approximately two percentage points of growth. Technology solutions revenues were down slightly, primarily in retail as the consumer business slowed as expected following strong fourth quarter demand by customers in anticipation of the impact of a weakening Euro on local pricing, which was partially offset by solid mobility handset sales, stemming from strong iPhone demand.
The 5.2% increase in our Asia-Pacific net sales includes the translation impact of weaker foreign currencies relative to the U.S. dollar which had a negative impact on net sales of approximately seven percentage points. Our acquisition of Armada contributed approximately three percentage points of growth. The region saw growth in higher margin advanced solutions, specifically in China, Singapore and the Middle East, and a modest increase in PC sales. Australia continued to contribute double digit growth, benefiting from share gains across most product lines and new vendor additions, as well as robust demand for wearables. India also delivered double digit revenue growth with particular strength in consumer product lines and enterprise class servers.
The 14.7% increase in Latin American net sales includes the translation impact of weaker foreign currencies relative to the U.S. dollar which had a negative impact on net sales of approximately 14 percentage points. Our recent acquisitions of distribution businesses in Peru and Chile and the addition of Anovo contributed a total of approximately 12 percentage points of growth. Brazil and Mexico both had robust double digit growth, with strength broadly, including in gaming systems, which benefited from vendor promotions, and smartphone sales. Miami Export also delivered solid growth, driven in part by strength in smartphones.
Gross profit margin increased by 41 basis points, in the second quarter of 2015 compared to the second quarter of 2014, driven by the benefit of the higher margin Anovo business, which added 30 basis points to our gross margin, and a greater mix of advanced solutions sales, particularly in North America and Europe, partially offset by lower margin mobility handset sales and lower than anticipated resale pricing of returned handsets into the secondary market in North America.
Total selling, general and administrative expenses, or SG&A expenses, increased $17,983, or 3.6%, in the second quarter of 2015 compared to the second quarter of 2014. The increase in SG&A expenses primarily reflects our acquisitions, which added approximately $40,000, costs associated with growth in our cloud and commerce and fulfillment businesses, variable costs associated with the increased volume of sales in local currency, and further organic investment in higher value businesses; partially offset by the translation impact of foreign currencies relative to the U.S. dollar which reduced SG&A expenses by approximately $39,000 and savings from the implementation of our organizational effectiveness program.
Amortization of intangible assets increased $2,668 in the second quarter of 2015 compared to the second quarter of 2014 due to our recent acquisitions.
During the second quarter of 2015 and 2014, we incurred net reorganization costs of $6,236 and $23,513, respectively, primarily related to employee termination benefits incurred in connection with our global organizational effectiveness program announced in 2014 (See Note 8 to our consolidated financial statements).

23





Management's Discussion and Analysis Continued

During the second quarter of 2015, we recognized a non-cash, pre-tax charge related to the impairment of internally developed software of $115,856 as discussed above.
Operating margin in the second quarter of 2015 decreased 88 basis points compared to the second quarter of 2014, primarily reflecting the impairment of internally developed software of $115,856, or 110 basis points of net sales, as discussed above. Excluding the impairment charge, consolidated operating margins increased reflecting a better mix of higher margin technology solution sales, and lower reorganization, integration, transition and acquisition-related charges of $18,005 in the current period, compared to the prior year.
The increase in our North American operating margin of 18 basis in the second quarter of 2015 compared to the second quarter of 2014 reflects a better mix of higher margin technology solutions sales, partially offset by lower than expected pricing on the sale of handsets with certain Verizon channel customers into the secondary markets and continued strategic investments to capitalize on the momentum we are gaining in our rapidly growing cloud and commerce and fulfillment businesses. Additionally, reorganization, integration, transition and acquisition-related charges decreased $8,055 versus the prior year.
The increase in our European operating margin of 31 basis points in the second quarter of 2015 compared to the second quarter of 2014 primarily reflects the benefit from savings related to last year’s organizational effectiveness program, as well as a better mix of higher value sales in technology solutions, where we had particular strength in networking storage, unified communications and virtualization offerings. In addition, the current year benefited from lower reorganization, integration, transition and acquisition-related costs of $10,793 versus the prior year. These improvements more than offset further investment in building out capabilities in our services businesses, including efforts to on-board new customers
Our Asia-Pacific operating margin increased 25 basis points in the second quarter of 2015 compared to the second quarter of 2014 and operating income increased by $7,213 with the majority of countries delivering strong improvements over the prior year. Our focus on growing higher margin advanced solutions sales helped drive strong improvement in China, Australia, Singapore and the Middle East business. We also increased profitability in our commerce and fulfillment businesses. These increases were partially offset by our strategic investment in cloud in this region.
The decrease in our Latin American operating margin of 52 basis points in the second quarter of 2015 compared to the second quarter of 2014 primarily reflects a greater mix of lower-margin volume sales from acquired businesses in Peru and Chile ahead of expected cost synergies, as well as investments in the newly established mobility business that are generating strong momentum across the region.
Other expense, net, consisted primarily of interest expense and income, foreign currency exchange losses and gains, and other non-operating gains and losses. We incurred other expenses of $30,230 in the second quarter of 2015 compared to $21,256 in the second quarter of 2014. The increase is primarily attributable to incremental interest expense due to higher average interest rates as a result of the December 2014 issuance of $500,000 of 4.95% senior unsecured notes due 2024, and higher currency losses due to volatility in the market globally and from realization of certain exposures from some of our recent acquisitions. The year-over-year increase also reflects a foreign currency exchange loss of $1,104 recorded in our Pan European purchasing entity in the current year compared to a gain of $540 in this entity in the prior year.
We recorded an income tax provision of $6,132, for an effective tax rate of (21.8)%, in the second quarter of 2015 compared to $26,350, or an effective tax rate of 34.2%, in the second quarter of 2014. The current quarter income tax provision includes the net negative impact of 52 percentage points due to a $14,580 increase to the valuation allowance on foreign tax credits. The additional valuation allowance is a result of a decrease in projected foreign source income, primarily lower royalties from foreign affiliates,  due to the decision to cancel future deployments of SAP. The prior year income tax provision included the negative impact of approximately four percentage points related to restructuring charges recorded in jurisdictions where there was no tax benefit realized. We currently expect our full year 2015 effective tax rate to be approximately 31%. However, effective tax rates may vary significantly depending on the actual operating results in the various tax jurisdictions, as well as changes in the valuation allowance related to the expected recovery of our deferred tax assets.

24





Management's Discussion and Analysis Continued

Results of Operations for the Twenty-Six Weeks Ended July 4, 2015 Compared to the Twenty-Six Weeks Ended June 28, 2014
 
Twenty-six Weeks Ended
 
Change - Increase (Decrease)
 
July 4, 2015
 
June 28, 2014
 
Amount
 
Percentage
Net sales by reporting segment
 
 
 
 
 
 
 
 
 
 
 
North America
$
9,060,141

 
43
%
 
$
8,753,085

 
41