Obligation Ingram Micro Corp. 4.95% ( US457153AG90 ) en USD

Ingram Micro Corp.

100 % ▲

Etats-unis

US457153AG90 ( en USD )

4.95% par an ( paiement semestriel )

14/12/2024 - Obligation échue

Prospectus brochure de l'obligation Ingram Micro Inc US457153AG90 en USD 4.95%, échue

2 000 USD

500 000 000 USD

457153AG9

N/A

Ba1 ( Spéculatif )

Ingram Micro Inc. est un distributeur mondial de produits et services technologiques, connectant fabricants et revendeurs via un vaste réseau logistique et une plateforme numérique.

L'Obligation émise par Ingram Micro Corp. ( Etats-unis ) , en USD, avec le code ISIN US457153AG90, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2024

L'Obligation émise par Ingram Micro Corp. ( Etats-unis ) , en USD, avec le code ISIN US457153AG90, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

424B5
424B5 1 d836251d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-183108
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Aggregate
Title of each class of Securities
Amount to
Offering
Offering
Amount of
to be Registered

be Registered

Price Per Unit

Price

Registration Fee
4.950% Senior Notes due 2024

$500,000,000

99.649%

$498,245,000

$57,896.07 (1)

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 7, 2012)
$500,000,000

Ingram Micro Inc.
4.950% notes due 2024

Ingram Micro is offering $500,000,000 of 4.950% notes due 2024 (the "notes"). Ingram Micro will pay interest on the notes on June 15
and December 15 of each year, commencing June 15, 2015. The notes will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 thereof.
Ingram Micro may redeem the notes in whole or in part prior to their maturity at any time at the redemption prices described in
"Description of the Notes--Optional Redemption." Upon the occurrence of a Change of Control Triggering Event (as defined herein), Ingram
Micro will be required to make an offer to purchase the notes at a price equal to 101% of their aggregate principal amount, plus accrued and
unpaid interest to, but excluding, the date of purchase.
See "Risk Factors" beginning on page S-6 to read about important factors you should consider before
investing in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

Price to the
Underwriting
Proceeds, before expenses,

public

discount

to Ingram Micro

Per Note

99.649%

0.650%

98.999%
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Total

$498,245,000

$ 3,250,000
$
494,995,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from December 15,
2014 and must be paid by the purchasers if the notes are delivered after December 15, 2014. The notes will not be listed on any securities exchange
or included in any automated quotation system.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New
York on December 15, 2014.

Joint Book-Running Managers

BofA Merrill Lynch

Morgan Stanley
Co-Managers

BNP PARIBAS

HSBC

MUFG

RBS

Scotiabank

Prospectus Supplement dated December 10, 2014.
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or
on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein or therein is accurate only as of their respective dates. Our business, financial
condition, liquidity, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-10
Ratios of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of the Notes
S-12
Material U.S. Federal Income Tax Consequences
S-30
Underwriting
S-34
Validity of Securities
S-37
Experts
S-37
Where You Can Find More Information
S-37
Prospectus

The Company

1
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Where You Can Find More Information

2
Special Note on Forward-Looking Statements

3
Use of Proceeds

4
Dividend Policy

4
Ratios of Earnings to Fixed Charges

4
Description of Common Stock

5
Description of Preferred Stock

7
Description of Debt Securities

8
Description of Warrants

14
Description of Units

14
Forms of Securities

15
Plan of Distribution

17
Validity of Securities

18
Experts

18
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. This
prospectus supplement also incorporates by reference the information described under "Where You Can Find More Information." The second part
is the accompanying prospectus dated August 7, 2012. The accompanying prospectus contains a description of our debt securities and gives more
general information, some of which may not apply to this offering.
This prospectus supplement may add, update or change information contained in or incorporated by reference in the accompanying
prospectus. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Unless we have indicated otherwise, references in this prospectus supplement to "Ingram Micro," "we," "us" and "our" or
similar terms are to Ingram Micro Inc. and its consolidated subsidiaries.

S-ii
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It may not contain all of the information that you should consider before investing in the notes. You should carefully
read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein that are
described under "Where You Can Find More Information."
The Company
Introduction
Ingram Micro Inc., a Fortune 100 company, is the largest wholesale technology distributor, by net sales, and a global leader in supply-
chain management and mobile device lifecycle services. We distribute and market a large variety of technology and mobility products from
leading companies, such as Acer, Apple, Cisco, Citrix, Hewlett-Packard, IBM, Lenovo, Microsoft, Samsung, Symantec, VMware and many others.
As a vital link in the technology value chain, we create sales and profitability opportunities for vendors, resellers and other customers through
creative marketing programs; outsourced logistics and mobile device lifecycle solutions; technical support; financial services; product aggregation
and distribution; solutions creation; and cloud service models.
We began business in 1979, operating as Micro D Inc., a California corporation. Through a series of acquisitions, mergers and organic
growth, we have expanded and strengthened our global footprint, product breadth and service capabilities. In recent years, our acquisitions have
been primarily focused on global expansion of our higher-value product and service offerings. Our focus is on profitably growing and optimizing
our core IT distribution business, expanding the reach of our acquired operations, building upon our established services business and continuing to
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make strategic investments in higher-margin services and solutions.
Risk Factors
An investment in the notes involves risk. You should carefully consider the information set forth in the section of this prospectus
supplement entitled "Risk Factors" beginning on page S-6, as well as the other risk factors and other information included or incorporated by
reference in this prospectus supplement and the accompanying prospectus, and in particular the "Risk Factors" section in our Annual Report on
Form 10-K for the year ended December 28, 2013, incorporated by reference herein, before deciding whether to invest in the notes.

Our principal executive offices are located at 1600 E. St. Andrews Place, Santa Ana, California 92705. Our telephone number is
(714) 566-1000. We maintain a website at www.ingrammicro.com. Information contained in, or accessible through, our website is not incorporated
into this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement contains a more detailed description of
the terms and conditions of the notes.

Issuer
Ingram Micro Inc.

Securities Offered
$500,000,000 aggregate principal amount of 4.950% notes due 2024

Maturity Date
December 15, 2024

Original Issue Date
December 15, 2014

Interest Rate
4.950%. The interest rate payable on the notes will be subject to adjustment as described
under "Description of the Notes--Interest Rate Adjustment Based on Rating Events"

Interest Payment Dates
June 15 and December 15 of each year, commencing June 15, 2015

Issue Price
99.649%

Ranking
The notes:

· are unsecured;

· rank equally with all our existing and future unsubordinated and unsecured debt;

· are senior to any future subordinated debt; and

· are effectively junior to any existing and future secured debt to the extent of the

collateral securing such debt and to all existing and future debt and other liabilities of
our subsidiaries.

Use of Proceeds
We intend to initially use approximately $385 million of the net proceeds to repay
borrowings under our revolving trade accounts receivable-backed financing program in
North America and the remaining amount for general corporate purposes, which may
include repayment of other debt, working capital, investments, acquisitions and capital
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expenditures. We may draw down additional funds under such revolving trade accounts
receivable-backed financing program in the future and use the proceeds therefrom for
general corporate purposes, which may include repayment of other debt, working capital,
investments, acquisitions and capital expenditures. See "Use of Proceeds."

Sinking Fund
None

S-2
Table of Contents
Repurchase Upon a Change of Control
Upon the occurrence of a Change of Control Triggering Event (as described in
"Description of the Notes--Change of Control Offer"), we will be required to offer to
purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of your notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of
purchase.

Optional Redemption
We may redeem the notes in whole or in part prior to their maturity at any time at the
redemption prices described in "Description of the Notes--Optional Redemption."

No Listing
We do not intend to apply for the listing of the notes on any securities exchange or for the
quotation of the notes in any dealer quotation system.

Trustee
Deutsche Bank Trust Company Americas

Risk Factors
You should carefully consider all of the information in this prospectus supplement and the
accompanying prospectus and the documents incorporated herein and therein by reference.
In particular, you should evaluate the information set forth under "Risk Factors" before
deciding whether to invest in the notes.

S-3
Table of Contents
Summary Consolidated Financial Data
The following tables summarize our consolidated financial data for the periods presented. The summary consolidated financial data for
each of the three fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 are derived from our audited consolidated
financial statements incorporated by reference herein. The summary historical financial data as of September 27, 2014 and for the thirty-nine
weeks ended September 27, 2014 and September 28, 2013 are derived from our unaudited consolidated financial statements incorporated by
reference herein. Our unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial
statements and, in the opinion of our management, include all adjustments (consisting only of normal recurring adjustments) considered necessary
for a fair statement of the financial position and results of operations for such period. The results of operations for the thirty-nine weeks ended
September 27, 2014 are not necessarily indicative of the results for our full fiscal year ending January 3, 2015. The balance sheet data set forth
below, as adjusted, give effect to the issuance of the notes offered by this prospectus supplement as if the offering had occurred on September 27,
2014 and the application of the net proceeds therefrom as described under "Use of Proceeds".
Our summary consolidated financial data set forth below should be read in conjunction with our consolidated financial statements,
including the accompanying notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which can be
found in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and our Quarterly Report on Form 10-Q for the quarterly
period ended September 27, 2014, both of which are incorporated by reference herein.
Our fiscal year is a 52-week or 53-week period ending on the Saturday nearest to December 31. References below to fiscal years
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"2013," "2012" and "2011" represent the 52-week fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011,
respectively.

Thirty-nine Weeks Ended

Fiscal Years

September 27,
September 28,
(In thousands, except per share data)

2014

2013

2013

2012

2011

Statements of Operations Data:

Net sales

$ 32,531,208
$ 30,721,074
$42,553,918
$37,827,299
$36,328,701
Cost of sales

30,640,794
28,941,182
40,064,361
35,791,910
34,420,419

Gross profit

1,890,414

1,779,892
2,489,557
2,035,389
1,908,282
Operating expenses:

Selling, general and administrative

1,481,743

1,382,159
1,891,573
1,542,650
1,431,955
Impairment of goodwill

43,140

35,400

48,480

20,711

12,550
Reorganization costs

79,237

20,050

34,629

9,676

5,131

1,604,120

1,437,609
1,974,682
1,573,037
1,449,636

Income from operations

286,294

342,283

514,875

462,352

458,646
Other expense (income):

Interest income

(3,782)

(5,886)

(7,652)

(10,216)

(5,673)
Interest expense

54,406

45,973

59,165

55,690

52,509
Net foreign exchange loss (gain)

(1,153)

9,865

11,578

10,546

4,789
Loss from settlement of interest rate swap and senior
unsecured term loan

--

--

5,624
Other

13,011

9,150

15,685

10,148

13,526

62,482

59,102

78,776

66,168

70,775

Income before income taxes

223,812

283,181

436,099

396,184

387,871
Provision for income taxes

76,132

84,798

125,516

90,275

143,631

Net income

$
147,680
$
198,383
$
310,583
$
305,909
$
244,240

Basic earnings per share

$
0.95
$
1.30
$
2.03
$
2.03
$
1.57
Diluted earnings per share

$
0.93
$
1.27
$
1.99
$
1.99
$
1.53

S-4
Table of Contents

As of September 27, 2014

(In thousands)

Actual

As Adjusted

(unaudited)

Balance Sheet Data:

Cash, cash equivalents and short-term investments

$
497,820
$
606,588
Total assets

11,561,855
11,670,623
Total debt:

4.950% Notes offered hereby

--

500,000
5.250% Notes due 2017

300,000

300,000
5.000% Notes due 2022, net of unamortized discount of $1,411

298,589

298,589
Other debt, including current maturities

529,572

144,572

Total debt

1,128,161
1,243,161
Total stockholders' equity

4,097,028
4,097,028

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves various risks. Prior to making a decision about investing in our notes, you should carefully consider
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all the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. In particular, you
should carefully consider the risk factors described below, which are not exhaustive. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also have a material adverse effect on our business and operations.
Risks Related to Our Business
We incorporate by reference the risk factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 28,
2013.
Risks Related to the Notes
There may not be an active trading market for the notes.
The notes are a new issue of securities with no established trading market, and we do not intend to apply for listing of the notes on any
securities exchange or any automated quotation system. The underwriters have advised us that they currently intend to make a market in the notes
following the offering, as permitted by applicable laws or regulations. However, the underwriters have no obligation to make a market in the notes
and they may cease market-making activities at any time without notice. Accordingly, we cannot assure you that a trading market for the notes
will ever develop or will be maintained. Further, we cannot assure you as to the liquidity of any market that may develop for the notes, your ability
to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the notes will depend on many factors, including
but not limited to prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the notes and the
market for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing,
including:

· time remaining to the maturity of the notes;

· outstanding amount of the notes;

· our financial performance;

· our credit ratings with nationally recognized credit rating agencies;

· the terms related to the optional redemption of the notes; and

· the level, direction and volatility of market interest rates generally.
Redemption may adversely affect your return on the notes.
As described under "Description of the Notes--Change of Control Offer," upon a Change of Control Triggering Event (as defined
herein), we will be required to offer to purchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. We also
have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the amount received by you upon any such redemption in a comparable security at an
effective interest rate as high as that of the notes.
We may not be able to repurchase the notes upon a change of control.
We may not be able to repurchase the notes upon a Change of Control Triggering Event because we may not have sufficient financial
resources to purchase all of the notes that are tendered. Our failure to redeem or repurchase the notes as required under the indenture governing the
notes would result in a default under the

S-6
Table of Contents
indenture, which could result in defaults under our and our subsidiaries' other debt agreements and have material adverse consequences for us and
the holders of the notes. In addition, our ability to redeem or repurchase the notes for cash may be limited by law or the terms of other agreements
relating to our indebtedness outstanding at the time.
You may not be able to determine when a Change of Control Triggering Event has occurred.
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The definition of Change of Control, which is a condition precedent to a Change of Control Triggering Event, includes a phrase relating
to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our assets. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, your ability to
require us to repurchase your notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets
of our subsidiaries taken as a whole to another person may be uncertain.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are unsubordinated and unsecured obligations, ranking equally with other existing and future unsubordinated and unsecured
indebtedness. The indenture governing the notes permits us and our subsidiaries to incur additional secured debt under specified circumstances. If
we incur secured debt, our assets securing any such indebtedness will be subject to prior claims by our secured creditors. In the event of our
bankruptcy, liquidation, reorganization, dissolution or other winding up, assets that secure debt will be available to pay obligations on the notes
only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of
our other unsubordinated and unsecured creditors, including our trade creditors. If we incur any additional obligations that rank equally with the
notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds
distributed upon our bankruptcy, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of
proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then outstanding would
remain unpaid.
The notes will be effectively subordinated to the debt of our subsidiaries, which may limit your recovery.
Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due pursuant to the notes or otherwise
to make any funds available to us to repay our obligations, whether by dividends, loans or other payments. Moreover, our rights to receive assets of
any subsidiary upon its liquidation or reorganization, and the ability of holders of the notes to benefit indirectly therefrom, will be effectively
subordinated to the claims of creditors of that subsidiary, including trade creditors.
In addition, certain of our subsidiaries are guarantors under our revolving credit facility and term loan. Accordingly, the notes will be
structurally subordinated to such subsidiaries' obligations to guarantee our indebtedness under our revolving credit facility and term loan.
The negative covenants in the indenture that governs the notes may have a limited effect.
The indenture governing the notes contains covenants limiting our ability and our subsidiaries' ability to create certain liens, enter into
certain sale and leaseback transactions, and consolidate or merge with, or convey, transfer or lease all or substantially all our assets to, another
person. The limitation on liens and limitation on sale and leaseback covenants contain exceptions that will allow us and our subsidiaries to incur
liens with respect to material assets. See "Description of the Notes--Certain Covenants" in this prospectus supplement. In light of these exceptions,
holders of the notes may be structurally or contractually subordinated to new lenders.

S-7
Table of Contents
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
We currently expect that, prior to issuance, the notes will be rated by Moody's Investors Service Inc., Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc., and Fitch Ratings. Such ratings are limited in scope, and do not address all material risks
relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the
significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will be issued or remain in
effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each
rating agency's judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with future events, such as
future acquisitions. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the
notes. In addition, any decline in the ratings of the notes may make it more difficult for us to raise capital on acceptable terms.
Increased leverage may harm our financial condition and results of operations.
As of September 27, 2014, we had approximately $1,128 million of total debt on a consolidated basis. We and our subsidiaries may
incur additional indebtedness in the future, and the notes do not restrict future incurrence of indebtedness. This increase and any future increase in
our level of indebtedness will have important effects on our future operations, including, without limitation:
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· we will have additional cash requirements in order to support the payment of principal and interest on our outstanding

indebtedness;

· increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and

industry conditions, as well as to competitive pressure;

· our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be

limited; and

· our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which is subject to
general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are
beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may take certain actions
which require us to, among other things:

· seek additional financing in the debt or equity markets;

· refinance, retire or restructure all or a portion of our indebtedness, including the notes;

· sell selected assets;

· reduce or delay planned capital expenditures; or

· reduce or delay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt, including the notes. In addition, any such financing, restructuring
or sale of assets might not be available on economically favorable terms, if at all, particularly if our credit rating is not strong.

S-8
Table of Contents
The provisions of the notes will not necessarily protect you in the event of a highly leveraged transaction.
The terms of the notes will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely affect
you, including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us. As a result, we could enter into
any such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital
structure or credit rating or otherwise adversely affect the holders of the notes. These transactions may not involve a change in voting power or
beneficial ownership or result in a downgrade in the ratings of the notes, or, even if they do, may not necessarily constitute a Change of Control
Triggering Event that affords you the protections described in this prospectus supplement. If any such transaction should occur, the value of your
notes may decline.

S-9
Table of Contents
USE OF PROCEEDS
We intend to initially use approximately $385 million of the net proceeds to repay borrowings under our revolving trade accounts
receivable-backed financing program in North America and the remaining amount for general corporate purposes, which may include repayment
of other debt, working capital, investments, acquisitions and capital expenditures. We may draw down additional funds under such revolving trade
accounts receivable-backed financing program in the future and use the proceeds therefrom for general corporate purposes, which may include
repayment of other debt, working capital, investments, acquisitions and capital expenditures. This revolving trade accounts receivable-backed
financing program bears interest at a rate that varies depending on designated commercial paper rates (or, in certain circumstances, an alternate
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rate) plus a predetermined margin (a 0.98% interest rate as of September 27, 2014), and matures in November 2015.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges for each of the periods indicated.

Fiscal Year

Thirty-nine Weeks Ended

Ended

September 27,
September 28,
December 28,
December 29,
December 31,
January 1,
January 2,

2014(1)

2013(1)

2013

2012

2011

2011

2010

Ratios of earnings to
fixed charges

3.7

4.8

5.5

5.5

5.6

7.3

4.9

(1) Earnings to fixed charges is calculated as follows for the thirty-nine weeks ended September 27, 2014 and September 28, 2013:

Thirty-nine
Thirty-nine
weeks ended
weeks ended
September 27,
September 28,

2014

2013

Fixed charges:

Interest expense and amortized premiums, discounts and capitalized expenses related to indebtedness

$
54,406
$
45,973
Estimated interest within rental expense (A)

29,375

28,019

Total fixed charges

$
83,781
$
73,992

Earnings:

Income (loss) before income taxes

223,812

283,181
Fixed charges

83,781

73,992

Total earnings

$
307,593
$
357,173

Ratio of earnings to fixed charges

3.7

4.8

(A) Interest is estimated at 33% of rental charges, which considers the mix of building and equipment rental and assumption of average debt service cost over the
assumed life of the related property.

S-10
Table of Contents
CAPITALIZATION
The following table sets forth a summary of our consolidated cash and cash equivalents and capitalization on an actual and as adjusted
basis as of September 27, 2014. Our consolidated cash and cash equivalents and capitalization, as adjusted, gives effect to the sale of the notes
offered by this prospectus supplement as if the offering had occurred on September 27, 2014 and the application of the net proceeds therefrom as
described under "Use of Proceeds."

As of September 27, 2014
(in thousands except share and par value information)

Actual

As Adjusted
Cash and cash equivalents

$ 497,820
$ 606,588

Total debt:

4.950% Notes offered hereby

--

500,000
5.250% Notes due 2017

300,000

300,000
5.000% Notes due 2022, net of unamortized discount of $1,411

298,589

298,589
Other debt, including current maturities

529,572

144,572

Total debt

1,128,161
1,243,161
Stockholders' equity:

Preferred stock, $0.01 par value; 25,000,000 shares authorized; none issued

--

--
Class A Common stock, $0.01 par value: 500,000,000 shares authorized; 193,284,000 issued; and
155,934,000 outstanding

1,933

1,933
Class B Common stock, $0.01 par value: 135,000,000 shares authorized; none issued and outstanding

--

--
Additional paid-in-capital

1,449,068
1,449,068
Treasury stock, 37,350,000 shares

(636,493)
(636,493)
http://www.sec.gov/Archives/edgar/data/1018003/000119312514440225/d836251d424b5.htm[12/16/2014 11:33:27 AM]

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