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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO ________________.
COMMISSION FILE NUMBER: 1-12203
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
(Full title of the plan and the address of the plan if different
from that of the issuer named below)
INGRAM MICRO INC.
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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INGRAM MICRO 401(K)
INVESTMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1999 AND 1998
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page
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Report of Independent Certified Public Accountants......................... 1
Financial Statements
Statement of Net Assets Available for Plan Benefits.................... 2
Statement of Changes in Net Assets Available for Plan Benefits......... 3
Notes to Financial Statements..........................................4 - 8
Supplemental Information *
Schedule of Assets Held For Investment Purposes at End of Year.......... 9
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* Supplemental information not listed above is omitted because of the absence of
conditions under which it is required.
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Participants and Trustees
Ingram Micro 401(k) Investment Savings Plan
We have audited the accompanying statement of net assets available for plan
benefits of the Ingram Micro 401(k) Investment Savings Plan as of December 31,
1999 and 1998, and the related statement of changes in net assets available for
plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Ingram
Micro 401(k) Investment Savings Plan as of December 31, 1999 and 1998, and the
changes in its net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Stephens, Reidinger & Beller LLP
Irvine, California
June 15, 2000
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999 and 1998
1999 1998
------------ ------------
Investments $121,884,172 $118,615,241
Plan receivables:
Company contributions 149,139 301,520
Participants contributions 547,230 480,408
------------ ------------
Total plan receivables 696,369 781,928
------------ ------------
Net assets available for plan benefits $122,580,541 $119,397,169
============ ============
The accompanying notes are an integral part of this statement.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Addition (reduction) to net assets attributed to
investment income (losses):
Dividends and interest income $ 7,290,971 $ 3,937,982
Net (depreciation) appreciation in fair value
of investments (11,704,709) 15,665,520
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(4,413,738) 19,603,502
------------- -------------
Contributions:
Company 4,614,019 3,527,192
Participants 14,477,023 14,605,109
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19,091,042 18,132,301
------------- -------------
Total additions 14,677,304 37,735,803
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Deductions from net assets attributed to:
Benefits paid to participants (11,400,798) (6,480,407)
Administrative expenses (93,134) (70,010)
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Total deductions (11,493,932) (6,550,417)
------------- -------------
Net increase 3,183,372 31,185,386
Net assets available for plan benefits:
Beginning of year 119,397,169 88,211,783
------------- -------------
End of year $ 122,580,541 $ 119,397,169
============= =============
</TABLE>
The accompanying notes are an integral part of this statement.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1: DESCRIPTION OF THE PLAN
The following description of the Ingram Micro 401(k) Investment Savings Plan
(the "Plan") provides only general information. The name of the Plan, previously
known as the Ingram Micro Thrift Plan, was changed effective January 1, 1999.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all of the
employees of Ingram Micro Inc. (the "Company") who have completed three months
of eligibility service. The Plan is designed to comply with Section 401(a) of
the Internal Revenue Code as a defined contribution plan and its incorporated
Trust is intended to qualify as a tax-exempt trust under Section 501(a) of the
Internal Revenue Code. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974. The Plan is administered by the Company
and advised by the Benefits Administrative Committee appointed by the Company.
The assets of the Plan are held and invested by Putnam Fiduciary Trust Company
("Putnam"), acting as trustee, custodian and recordkeeper.
CONTRIBUTIONS
Each employee who actively participates in the Plan may elect to contribute a
minimum of 1% and a maximum of 15% of his or her salary to be paid to the Plan
trustee. The Company will match from 50% to 100% of participant contributions up
to the first 5% of annual salary depending upon the years of service. The
Benefits Administrative Committee of the Company can elect, based upon its
approval, to change the Company's matching contribution in future years. The
Company may also make discretionary contributions under the Plan. The Company
did not make any discretionary contributions to the Plan for the years ended
December 31, 1999 and 1998. The maximum participant contributions allowed under
the Plan was $10,000 for the years ended December 31, 1999 and 1998.
PARTICIPATION ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of a) the Company contribution and, b) plan earnings, and charged
with an allocation of certain expenses. Allocations are based on account
balances.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999 and 1998
ELIGIBILITY
Employees other than those that are employed under a collective bargaining
agreement, leased, expatriate employees covered by a nonqualified plan provided
such expatriate employees have no U.S. income source, or employed on a temporary
basis are eligible to enter the Plan following the completion of the third month
of employment with the Company.
VESTING
Participants are vested immediately in their contributions plus earnings
thereon. Vesting in the Company's matching contribution is based on years of
service. A year of vesting service is defined as any period in which a
participant completes 365 days of service. The following schedule describes the
vesting percentages for participants.
Vested Benefit
Years of Service Percentage
---------------- --------------
1 year but less than 2 20%
2 years but less than 3 40%
3 years but less than 4 60%
4 years but less than 5 80%
5 years or more 100%
LOANS
Participants may borrow 50% of their vested account balance up to $50,000 at
prime plus 1%, which ranged between 8.75% and 10.5% during 1999, with payment of
principal and interest made through payroll deductions. A general loan will have
a term of 5 years or less and up to 15 years will be allowed for a home loan.
The loans are secured by the balance in the participants' account. Participant
loans are carried at the unpaid principal, which are estimated to approximate
fair value.
PAYMENT OF BENEFITS
Upon termination of service before the normal retirement age of 65, a
participant with benefits of over $5,000 may elect to defer distribution until
normal retirement age or receive a lump sum payment equal to the vested share of
the participant's account.
Upon termination of service at the normal retirement age, benefits are available
based on the vested share of the participant's accounts. Benefits can also be
accessed in the event of disability or death.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999 and 1998
PAYMENT OF BENEFITS (continued)
Additionally, the Plan allows participants to make early withdrawals for certain
financial hardships. The Plan allows in-service withdrawals by participants
after they reach age 59 1/2. Participants electing after they reach age 59 1/2
to take in-service withdrawals will be required to pay all applicable taxes on
the withdrawals but will not be subject to penalty taxes for early withdrawals.
FORFEITURES
Forfeitures of unvested plan assets are used to reduce Company contributions
and/or to pay costs of administering the Plan.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual method of
accounting. Administrative and other expenses are recorded as incurred. Benefits
are reported when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan administrator to make estimates and
assumptions that affect certain reported amounts of assets, liabilities and
disclosures. Accordingly, actual results may differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
Plan investments are included in the accompanying financial statements at fair
value as determined by quoted market prices. Interest is recorded on the accrual
basis and is recorded in the investment value. Purchases and sales of securities
are recorded on a trade date basis. Dividends are recorded on the ex-dividend
date.
CONTRIBUTIONS
Contributions include all participant elective and employer-matching
contributions paid or accrued through year-end.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999 and 1998
AMOUNTS DUE TERMINATED PARTICIPANTS
Amounts due terminated participants, if any, are included in net assets
available for plan benefits.
NOTE 3: INVESTMENTS
The following presents investments at December 31, 1999 and 1998 that represents
5% or more of the Plan's net assets.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
The Putnam Fund for Growth and Income, 1,607,875 and
1,440,472 units, respectively $30,147,662 $29,515,216
Putnam New Opportunities Fund, 418,384 and 310,124 units,
respectively 38,056,188 18,120,534
Putnam S&P 500 Index Fund, 325,136 and 198,364 units,
respectively 11,360,236 5,738,666
Putnam International Growth Fund, 337,642 and 256,058 units,
respectively 10,021,210 4,923,998
Ingram Micro Stock Fund, 1,093,195 and 1,333,027 units,
respectively 14,348,179 46,489,307
Putnam Stable Value Fund, 12,498,501 and 9,823,930 units,
respectively 12,498,501 9,823,930
</TABLE>
During 1999, the Plan's investments in mutual funds (including gains and losses
on investments bought and sold, as well as held during the year) depreciated in
value by $11,704,709.
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INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999 and 1998
NOTE 4: PLAN TERMINATION
Although the Company has not expressed an intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan. In the event of Plan termination, participants will become
100% vested in their accounts.
NOTE 5: TAX STATUS
The trust established under the Plan to hold the Plan's assets is designed to
qualify pursuant to Section 501(a) of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes. The
Plan has received a favorable determination letter of its tax-exempt status from
the Internal Revenue Service by a letter dated November 12, 1998. Although the
Plan has been amended since receiving the determination letter, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the Internal Revenue Code.
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SUPPLEMENTAL INFORMATION
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SCHEDULE I
INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
December 31, 1999
<TABLE>
<CAPTION>
Number of
Description Units Current Value
----------- ---------- -------------
<S> <C> <C>
The George Putnam Fund of Boston 84,736 $ 1,379,506
The Putnam Fund for Growth and Income 1,607,875 30,147,662
Putnam New Opportunities Fund 418,384 38,056,188
Putnam S&P 500 Index Fund 325,136 11,360,236
Putnam International Growth Fund 337,642 10,021,210
Ingram Micro Stock Fund 1,093,195 14,348,179
Putnam Stable Value Fund 12,498,501 12,498,501
Participant Loans * 4,072,690
------------
$121,884,172
============
</TABLE>
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* A party-in-interest as defined by ERISA, interest rates ranging from
8.75% - 10.5%, 481 loans outstanding, maturing between July 17, 2000 and
December 16, 2014.
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PURSUANT TO THE REQUIREMENT OF THE SECURITIES EXCHANGE ACT OF 1934, THE
TRUSTEES HAVE DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
INGRAM MICRO 401(k) INVESTMENT SAVINGS PLAN
DATE: June 26, 2000 By: /s/ Matthew Sauer
---------------------------------------
NAME: Matthew Sauer, Member of the Ingram
Micro Benefits Administrative Committee
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Independent Accountants
