PC Reseller System 1.51 serial key or number

1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 1999 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 (I.R.S. Employer incorporation or organization) Identification No.) 1600 E. ST. ANDREW PLACE., SANTA ANA, CALIFORNIA 92799-5125 (Address, including zip code, of principal executive offices) (714) 566-1000 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the Registrant at March 16, 1999 was $849,177,318 based on the closing sale price on such date of $18.75 per share. The Registrant had 68,332,803 shares of Class A Common Stock, par value $.01 per share, and 74,722,166 shares of Class B Common Stock, par value $.01 per share, outstanding at March 16, 1999. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Annual Report to Shareowners for the fiscal year ended January 2, 1999 are incorporated by reference into Parts I and II of this Annual Report on Form 10-K. Portions of the Proxy Statement for the Registrant's Annual Meeting of Shareowners to be held May 19, 1999 are incorporated by reference into Part III of this Annual Report on Form 10-K.

2 PART I ITEM 1. BUSINESS In evaluating the business of Ingram Micro Inc., readers should carefully consider the important factors discussed under Exhibit 99.01 hereto and under "--Safe Harbor for Forward-Looking Statements." OVERVIEW Ingram Micro Inc. ("Ingram Micro" or the "Company") is the leading wholesale distributor of computer-based technology products and services worldwide. The Company markets computer hardware, networking equipment, and software products to more than 140,000 reseller customers in more than 130 countries. As a wholesale distributor, the Company markets its products to resellers as opposed to marketing directly to end-user customers. Ingram Micro offers one-stop shopping to its reseller customers by providing a comprehensive inventory which, in the aggregate on a global basis, consists of more than 200,000 products (as measured by distinct manufacturer's part numbers) from over 1,500 suppliers, including most of the computer industry's leading hardware manufacturers, networking equipment suppliers, and software publishers. The Company's broad product offerings include: desktop and notebook personal computers, servers, and workstations; mass storage devices; CD-ROM drives; monitors; printers; scanners; modems; networking hubs, routers, and switches; network interface cards; business application software; entertainment software; and computer supplies. In addition, to enhance sales and to support its suppliers and reseller customers, the Company provides a wide range of outsourcing and value-added programs, such as order fulfillment, tailored financing programs, channel assembly, systems configuration, assembly of private label or unbranded systems, and marketing programs. The Company also provides virtual warehouse and distribution services for a number of resellers (internet and otherwise). The Company is focused on providing a broad range of products and services, quick and efficient order fulfillment, and consistent on-time and accurate delivery to its reseller customers around the world. The Company believes that IMpulse, the Company's on-line information system, provides a competitive advantage through real-time worldwide information access and processing capabilities. IMpulse is a single, standardized, real-time information system and operating environment, used across substantially all of the Company's worldwide operations. This on-line information system, coupled with the Company's exacting operating procedures in telesales, credit support, customer service, purchasing, technical support, and warehouse operations, enables the Company to provide its reseller customers with superior service in an efficient and low cost manner. The Company's earliest predecessor began business in 1979 as a California corporation named Micro D, Inc. This company and its parent, Ingram Micro Holdings Inc. ("Holdings"), grew through a series of acquisitions, mergers, and internal growth to encompass the Company's current operations. Ingram Micro Inc. was incorporated in Delaware on April 29, 1996, in order to effect the reincorporation of the Company in Delaware. The successor to Micro D, Inc. and Holdings were merged into Ingram Micro Inc. in October 1996. In November 1996, the Company completed the sale of 23,200,000 shares of its Class A Common Stock pursuant to an initial public offering (the "IPO") at an offering price of $18.00 per share. Immediately prior to the closing of the IPO, the Company was split-off from its then parent, Ingram Industries Inc. ("Ingram Industries"), in a tax-free reorganization (the "Split-Off"). THE INDUSTRY The worldwide computer-based technology products and services distribution industry generally consists of suppliers, which sell directly to wholesalers, resellers, and end-users; wholesale distributors, which sell to resellers; and resellers, which sell to other resellers and directly to end-users. A variety of reseller categories exists, including corporate resellers, value-added resellers or "VARs," systems integrators, original equipment manufacturers, direct marketers, independent dealers, owner-operated chains, franchise chains, and computer retailers. Different types of resellers are defined and distinguished by the end-user market they serve, such as large corporate accounts, small 1

3 and medium-sized businesses, or home users, and by the level of value they add to the basic products they sell. Wholesale distributors generally sell only to resellers and purchase a wide range of products in bulk directly from manufacturers. Different wholesale distribution models have evolved in particular countries and geographies depending on the characteristics of the local reseller environment, as well as other factors specific to a particular country or region. Based on data compiled by market researcher International Data Corp., the growth of the computer-based technology products and services wholesale distribution industry continues to exceed the growth of the computer industry as a whole. To minimize costs and focus on their core capabilities in manufacturing, product development, and marketing, many suppliers are seeking to outsource an increasing portion of certain functions such as distribution, service, and technical support to the wholesale distribution channel. Growing product complexity, shorter product life cycles, and an increasing number of computer-based technology products due to the emergence of open systems architectures and the recognition of certain industry standards have led resellers to depend on wholesale distributors for more of their product, marketing, and technical support needs. In addition, resellers are relying to an increasing extent on wholesale distributors for inventory management and credit to avoid stocking large inventories and maintaining credit lines to finance their working capital needs. The Company believes that new opportunities for growth in the computer-based technology products and services wholesale distribution industry will emerge as new product categories, such as computer telephone integration ("CTI") and the digital video disc format, arise from the ongoing convergence of computing, communications, and consumer electronics. Markets outside the United States, which represent over half of the computer-based technology industry's sales, are characterized by a more fragmented wholesale distribution channel than in the United States. Increasingly, suppliers and resellers pursuing global growth are seeking wholesale distributors with international sales and support capabilities. A number of emerging industry trends are providing new opportunities and challenges for wholesale distributors of computer-based technology products and services. For example, the emergence of the internet provides distributors with an additional means to serve both suppliers and reseller customers through the development and use of effective electronic commerce tools. The growing presence and importance of such electronic commerce capabilities also provides distributors with new business opportunities as new categories of products, customers, and suppliers develop. The Company believes that the chain of relationships between suppliers, manufacturers, distributors, resellers and end-users is transforming from a manufacturer-push business model to one that is governed by end-user demand. In the traditional industry model, distributors simply moved product from manufacturers to resellers who in turn service end-user businesses or customers. In contrast, the "demand chain" management model reverses these steps as follows: (1) the Company starts by listening to the needs of the end-user business or consumer, (2) with a clear understanding of these needs, the Company works with resellers who design, sell and support solutions to arrive at solutions that address the needs of the end-user business or consumer, and (3) the Company works closely with suppliers and manufacturers to ensure that these solutions can be delivered through or on behalf of the resellers in a cost effective and timely manner. The challenges for this new model include the extent to which reseller and manufacturer partners of the Company embrace the model and the speed with which the Company's partners choose to make changes to their traditional way of doing business so as to support demand chain management. Some of these challenges within the last year have been the slower than anticipated speed of PC manufacturers to fully develop their channel assembly programs and the effort by some manufacturers to duplicate the success of the direct sales business model by launching limited direct sales initiatives focused on specific types of customers. However, the Company believes that this direct sales model presents vendor partnership opportunities for the Company. Overall, the Company believes that, with the largest global distribution network for computer-based technology products and services, it is well positioned in the long term to lead in the customer-driven marketplace. The Company further believes that the dynamics of the computer-based technology products and services wholesale distribution business favor the largest distributors, which have access to financing and are able to achieve 2

4 economies of scale, breadth of geographic coverage, and the strongest vendor relationships. Consequently, the distributors with these characteristics are tending to take share from smaller distributors as the industry undergoes a process of consolidation. However, smaller high value-added niche distributors may continue to compete successfully in the consolidated market. The Company also believes that the need for wholesale distributors to implement high volume/low cost operations on a worldwide basis is continuing to grow due to ongoing price competition, the increasing demand for value-added services, the increasing utilization of electronic commerce, and the increasing globalization of the computer-based technology products and services industry. In summary, the computer-based technology products and services wholesale distribution industry is growing rapidly while simultaneously consolidating, creating an industry environment in which market share leadership and cost efficiency are of paramount importance. BUSINESS STRATEGY The Company's strategic decisions and activities are guided by the following Vision and Mission statements: OUR VISION. We will always exceed expectations . . . with every partner, every day. OUR MISSION. To maximize shareowner value by being the best distributor of technology for the world. In addition, the Company's values encourage teamwork, respect, accountability, integrity, and innovation. The Company believes that it is the leading worldwide wholesale distributor of computer-based technology products and services and that it has developed the capabilities and scale of operations critical for long-term success in the computer-based technology products and services distribution industry. The Company's strategy of offering a broad line of products and services provides reseller customers with one-stop shopping. The Company generally is able to purchase products in large quantities and to avail itself of special purchase opportunities from a broad range of suppliers. This allows the Company to take advantage of various discounts from its suppliers, which in turn enables the Company to provide competitive pricing to its reseller customers. The Company's global market presence provides suppliers with access to a broad base of geographically dispersed resellers, serviced by the Company's extensive network of distribution centers and support offices. The Company's size has permitted it to attract highly qualified associates and increase investment in personnel development and training. Also, the Company benefits from being able to make large investments in information systems, warehousing systems, and infrastructure. Further, the Company is able to spread the costs of these investments across its worldwide operations. The Company is pursuing a number of strategies to further enhance its leadership position within the computer-based technology products and services marketplace, including the following: EXPAND WORLDWIDE MARKET AND PRODUCT COVERAGE. Ingram Micro is committed to expanding its already extensive worldwide market coverage through internal growth in all markets in which it currently participates. In addition, the Company intends to pursue acquisitions, joint ventures, and strategic relationships in order to take advantage of growth opportunities and to leverage its strong systems, infrastructure, and global management skills. By providing greater worldwide market coverage, Ingram Micro also increases the scale of its business, which results in greater cost economies. In addition, as it increases its global reach, the Company diversifies its business across different markets, reducing its exposure to individual market downturns. In 1998, the Company acquired Macrotron AG, a Germany-based distributor with 1997 sales of approximately $1.2 billion; the assembly facilities of Tulip Computer N.V. in The Netherlands; and Nordemaq Comercial de Maquinas Nordeste Ltda. in Brazil. Effective September 1998, the Company purchased the remaining 30% of its Mexican subsidiary, Ingram Dicom, from the minority shareholders. As of February 19, 1999, the Company increased its ownership of Electronic Resources Ltd. ("ERL"), a leading distributor of electronic components and computer peripherals in Asia, from 21% to 95% (on a fully diluted basis). ERL will be subsequently renamed Ingram Micro Asia Ltd. In 1998, the Company also entered into strategic alliances with SOFTBANK Corp. ("SOFTBANK"), Japan's leading provider of 3

5 information and distribution services for the digital information industry, and with Solectron Corporation ("Solectron"), a worldwide provider of electronics manufacturing services to leading original equipment manufacturers ("OEMs"). The overall goal of the Ingram Micro-SOFTBANK alliance is to provide global account services to value-added resellers, with Ingram Micro serving as SOFTBANK's exclusive supplier in markets outside Japan and Korea, and SOFTBANK fulfilling Ingram Micro's sales to the Japanese and Korean markets. The Ingram Micro-Solectron alliance enables both companies to leverage their combined resources, including existing facilities, systems and personnel, to provide global build-to-order and configure-to-order assembly services for personal computers, servers, and other related products in the United States, Canada, Europe, Asia, and Latin America. The Company has grown its operations outside the United States principally through acquisitions, and currently has subsidiaries or offices in 28 countries and sales representatives in another five countries, including Argentina, Australia, Brazil, Canada, China, Colombia, Costa Rica, Chile, Ecuador, India, Indonesia, Japan, Malaysia, Mexico, New Zealand, Norway, Peru, Singapore, Switzerland, Thailand, Venezuela, and 11 countries of the European Union. The Company believes that it is the market share leader in the United States, Canada, and Mexico, the third largest full-line distributor in Europe, the second largest distributor in Asia (excluding Japan), and the second largest Pan-Latin America distributor, based on publicly available data and management's knowledge of the industry. The Company's objective is to achieve the number one market share position in each of the markets in which it operates either through operations or strategic alliances. In keeping with this objective, Ingram Micro continues efforts aimed at providing resellers of all sizes and types the means to meet their end-user requirements for products and support worldwide. To that end, Ingram Micro continues to strengthen its alliance with Allied Computing Services Ltd. ("ACSL"), an international network of computer resellers in North America, Europe, Latin America, and Asia. Within the alliance, Ingram Micro acts as a coordination center and, in some cases, as product supplier for the network while the ACSL resellers provide the local support and service. The Company continues to pursue initiatives to expand its global product and service offerings in various categories, some of which include enterprise solutions, CTI, imaging, and computer consumable supplies and accessories. For example, in order to meet corporate resellers' increasing demand for enterprise solutions on a worldwide basis, Ingram Micro formed a global Enterprise Solutions Group ("ESG") in 1998. Through ESG, Ingram Micro provides reseller partners with enterprise solutions from multiple platforms, major operating systems, and advanced software providers, as well as customizes these solutions with a wide range of storage and connectivity options, and professional services. In the area of computer telephony integration, the Telecom Integration Division is focused on becoming a one-stop shop for CTI solutions. The Supplies and Accessories Division continues its initiatives to provide a broad line of computer consumable supplies and computer accessories to the Company's reseller customers on a global basis. The recently formed Imaging Division will provide a focused and dedicated approach to the consumer, professional, printing and publishing, and applied imaging markets. LEAD IN STREAMLINING THE DEMAND CHAIN. The computer-based technology products and services distribution industry is changing at a rapid pace. The chain of relationships that spans across component suppliers, manufacturers, distributors, resellers and end-users is transforming from a manufacturer-push business model to one that is governed by end-user demand. The Company believes that the term "demand chain" describes the build-to-demand model to which the channel is evolving. In this industry model, the role of distributors is expanded from the traditional movement of products from manufacturers to resellers, to one that encompasses almost all aspects of demand chain management, including assembly, configuration, inventory management, order management, and end-user fulfillment. Ingram Micro believes that distributors with strong execution and broad product offerings will be best able to lead the movement to the demand chain model. The Company is committed to leading this industry evolution from a build-to-supply to a build-to-demand model, which is a customer-centric, multi-vendor channel model that enables the most efficient commerce between end-users and the developers of technology solutions. The Company's commitment to streamlining the demand chain is evident in its investment in infrastructure and programs that enable the most efficient flow of products, services, and information up and down the demand chain. Frameworks(TM) Total Integration Services(TM) ("Frameworks") is the Company's vehicle to deliver world-class channel assembly, reconfiguration, contract manufacturing, and private label/unbranded solutions. Ingram Micro is rapidly enhancing and expanding electronic commerce tools that facilitate reseller to end-user commerce. Another 4

6 key element of the Company's demand chain focus is Affiniti(TM) ("Affiniti"), a comprehensive suite of value-added services matched precisely to the needs of its supplier and reseller partners. Equally important to streamlining the demand chain is the development of industry-wide performance metrics and standards that enable close collaboration among demand chain partners through better information management. Ingram Micro has spearheaded this effort through its key role in the formation of RosettaNet, an independent, self-funded, non-profit organization dedicated to promoting an industry-wide initiative to adopt common electronic business interfaces worldwide. EXPLOIT INFORMATION SYSTEMS LEADERSHIP AND ENHANCE ELECTRONIC COMMERCE CAPABILITIES. Ingram Micro continually invests in its information systems, which are crucial in supporting the Company's growth and its ability to maintain high service and performance levels. The Company has a scalable, full-featured information system, IMpulse, which the Company believes is critical to its ability to deliver worldwide, real-time information to both suppliers and reseller customers. IMpulse is an industry-leading information system, used across substantially all of the Company's markets worldwide, which has been customized to suit local market requirements. The Company believes that it is the only full-line wholesale distributor of computer-based technology products and services in the world with such a centralized global system that is capable of supporting future growth and new business ventures. The Company's information systems provide the infrastructure that allows the implementation of a customer-centric channel model. It provides the information necessary for Ingram Micro to act as the agent of commerce among suppliers, resellers, and end-users. The Company is rapidly enhancing and deploying seamless, easy-to-use electronic commerce solutions that provide resellers with the ability to do business with Ingram Micro and with end-users with greater ease and at lower cost. The Company's electronic commerce capabilities have expanded to include: SpeedSource, an electronic commerce ordering tool which gives resellers quick access to real-time ordering, product allocation, order status, product search, pricing and availability; InsideLine, a direct communication link, currently in selected use, which furnishes resellers with real-time access to the Company's mainframe inventory systems; and Prime Access, currently in production, which, upon completion of rollout to resellers, will equip them with personalized Web storefronts that are linked directly to Ingram Micro's order processes and inventory systems. PROVIDE SUPERIOR EXECUTION FOR RESELLER CUSTOMERS. Consistent with its overall emphasis on "winning customers for life," Ingram Micro continually refines and integrates its systems and business processes to provide superior execution and service to resellers. The Company's electronic commerce tools will enable resellers to do business with their end-user customers quickly, easily, and at lower cost. To ensure efficient product delivery, the Company continues to expand and upgrade its distribution network. For example, the Company has begun construction of new distribution centers in Lickdale, Pennsylvania (600,000 square feet), Ontario, Canada (500,000 square feet) and Straubing, Germany (400,000 square feet); and plans have been announced for a 550,000 square foot Pan-European facility in Heerlen, The Netherlands, which will be one of the largest and most technologically advanced distribution centers in Europe. Also, Ingram Micro has implemented processes that will allow most of its U.S. distribution centers to increase operating capacity from 20 hours a day to 24 hours a day. The Company works continuously to improve its formal systems for evaluating and tracking key performance metrics such as responsiveness to customers, processing accuracy, and order fulfillment. Ingram Micro uses these metrics as well as customer satisfaction surveys to measure improvements on all the key elements that are believed to be important to the customer. Ingram Micro strives to maximize order fill rates by maintaining optimum quantities of product in its 54 distribution centers worldwide. Together with the Company's control systems and processes, this results in substantially all orders in the United States received by 5:00 p.m. being shipped on the same day, with highly accurate shipping performance. Another indication of the quality of Ingram Micro's processes is the ISO 9002 certification of all its distribution centers in the U.S. and a number of locations outside the U.S., as well as its customer service, configuration, returns operation and consolidation center. In addition, the Company has implemented a number of programs that significantly reduce the time required for resellers to obtain product. For example, Delivery Plus is an enhanced direct shipment program in which Ingram Micro sets up a permanent location either on site or adjacent to a supplier's manufacturing facility. Ingram Micro takes possession of product at the supplier's location and then ships it to the reseller or end-user, depending on the reseller's specification. 5

7 DELIVER WORLD-CLASS OUTSOURCING AND VALUE-ADDED PROGRAMS TO SUPPLIERS AND RESELLERS. As a global service-focused organization, Ingram Micro strives to compete on the basis of total value rather than solely on price. By understanding and anticipating customer needs, the Company continually develops and provides innovative business solutions that provide full back-room outsourcing services to resellers and suppliers. The Affiniti program aims to transform the Company's relationships with its customers from pure transactional relationships to consultative partnerships where Ingram Micro satisfies not only the customers' product needs but also their service requirements. Such relationships will enable the Company to transition from a commodity business to a full solution provider, with expected benefits in revenue generation and margin enhancement. Under the Affiniti initiative, the Company identifies and deploys value-added services to its supplier and reseller partners such as co-location, product reconfiguration, channel assembly, electronic commerce tools, outsourcing services, financing programs, etc. Together, these services are intended to link reseller customers and suppliers to Ingram Micro as a one-stop provider of computer-based technology products and related services, while meeting demand by suppliers and resellers to outsource their non-core business activities and thereby lower their operating costs. MAINTAIN LOW COST LEADERSHIP THROUGH CONTINUOUS IMPROVEMENTS IN SYSTEMS AND PROCESSES. Intense competition and narrow margins characterize the computer-based technology products and services distribution industry, and as a result, achieving economies of scale and controlling operating expenses are critical to achieving and maintaining profitable growth. Over the past five years, the Company has been successful in reducing SG&A expenses (including expenses allocated from Ingram Industries prior to the Split-Off) as a percentage of net sales, to 4.1% in 1998 from 5.1% in 1994. The Company initiated a number of new programs in 1998 that are designed to continue reducing operating expenses as a percentage of net sales. Many U.S.-developed programs are slated for implementation in the Company's international operations, while other programs are region-specific. Current productivity improvement programs include: (i) system enhancements to automatically route orders to the most cost-efficient warehouse based on customer needs and warehouse capacity; (ii) increased utilization of most of the Company's existing warehouse locations resulting from the expansion of operating hours from 20 to 24 hours per day; (iii) automated proof-of-delivery notifications to improve collection on past due invoices; (iv) creation of "co-location" programs with key vendors to ship product directly from the vendor to the end user; and (v) the expansion of the Company's electronic commerce tools, including deployment of Internet ordering capabilities in 13 countries to date, to increase the number of orders placed without the assistance of a telesales representative. See "--Information Systems." The Company will, on an ongoing basis, examine its business processes and systems to determine how it can continue to improve, while simultaneously lowering costs. DEVELOP HUMAN RESOURCES FOR EXCELLENCE AND TO SUPPORT FUTURE GROWTH. Ingram Micro's growth to date is a result of the talent, dedication, and teamwork of its associates. Future growth and success will be substantially dependent upon the retention and development of existing associates, as well as the recruitment of additional associates with superior talent. Transferring functional skills and implementing cross-training programs across all Ingram Micro locations have proven to be important factors in the Company's growth and global expansion. The Ingram Micro Leadership Institute has been established as the vehicle for defining the required, recommended, and elective training opportunities for all levels of management in the Company. In conjunction with these programs, the Company is expanding its human resource systems worldwide to provide enhanced applicant tracking, hiring screens, career and succession planning, education assistance, stock ownership participation, and benefits administration. Also, the Company continues to seek top quality associates worldwide through local, professional, and college recruiting programs. Recognizing that hiring and retaining associates hinges, in part, on providing a competitive salary and benefits package, the Company has developed a global salary structure based on a comprehensive review of competitive salaries and benefits by region. Based on feedback from the Company's annual associate surveys and leadership behavior questionnaires, Ingram Micro has modified many aspects of its programs and processes. This continual improvement process contributed to Ingram Micro earning a place on Fortune magazine's 1999 list of the "100 Best Companies to Work for in America." 6

8 Continued development of the Company's values-based management program, which includes the Company's Partners in Excellence initiative, continues to be a top priority. Partners in Excellence serves as a guidepost for all associates that links individual rewards and incentive programs to the Company's values. As program rollout continues, more emphasis will be placed on global integration and best practices replication. CUSTOMERS Ingram Micro sells to more than 140,000 reseller customers in more than 130 countries worldwide. No single customer accounted for more than 4% of Ingram Micro's net sales in 1998, 1997, or 1996. The Company conducts business with most of the leading resellers of computer-based technology products around the world including, in the United States, CDW Computer Centers, CompuCom/Dataflex, CompUSA/Computer City, Elcom Services Group, En Pointe Technologies, Entex Information Services, Micro Warehouse, Office Max, and Staples. The Company's reseller customers outside the United States include DGS Retail Limited, Future Shop, IMS, Info Products UK PLC, Laboratorios Magneticos, Nueva Wall Mart, Price Club (Mexico), SHL Computer, and Telenor. The Company has certain limited contracts with its reseller customers, most of which have a short term, or are terminable at will, and have no minimum purchase requirements. The Company's business is not substantially dependent on any such contracts. SALES AND MARKETING As of the end of fiscal 1998, Ingram Micro's telesales department had approximately 2,700 telesales representatives worldwide, of whom more than 1,380 representatives are located in the United States, 800 representatives are located in Europe, 240 representatives are located in Canada and 200 representatives are located in Latin America. These telesales representatives assist resellers with product specifications, system configuration, new product/service introductions, pricing, and availability. The Company's two main United States telesales centers are located in Santa Ana, California and Williamsville (Buffalo), New York and are supported by an extensive national field sales organization. Ingram Micro also had approximately 200 field sales representatives worldwide, including more than 50 in the United States, at fiscal year end 1998. The sales organization is organized to focus on resellers who comprise the VAR (consisting of value-added resellers, system integrators, network integrators, application VARs, original equipment manufacturers and Internet service providers), Commercial (consisting of corporate resellers, direct marketers, independent dealers and owner-operated chains), Consumer (consisting of consumer electronics stores, computer superstores, mass merchants, office product superstores, software only stores and warehouse clubs), and Telecommunications (consisting of telephone companies, telecommunications contractors and interconnect value-added resellers) market sectors. In addition, the Company utilizes a variety of product-focused groups specializing in specific product types. Specialists in mass storage, memory, networks, processors, telephony, UNIX workstations and servers, and other product categories promote sales growth and facilitate customer contacts for their particular product group. Ingram Micro also offers a variety of marketing programs tailored to meet specific supplier and reseller customer needs. Services provided by the Company's in-house marketing services group include advertising, direct mail campaigns, market research, on-line marketing, retail programs, sales promotions, training, and assistance with trade shows and other events. SELLING ARRANGEMENTS. The Company offers various credit terms to qualifying customers as well as prepay, credit card, and COD terms. The Company closely monitors customers' credit worthiness through its on-line computer system, which contains detailed information on each customer's payment history and other relevant information. In addition, the Company participates in a national credit association whose members exchange credit rating information on customers. In most markets, the Company utilizes various levels of credit insurance to allow sales expansion and control credit risks. The Company establishes reserves for estimated credit losses in the normal course of business. Historically, the Company has not experienced credit losses materially in excess of established credit loss reserves. However, if the Company's receivables experience a substantial deterioration in their collectibility or if the Company cannot obtain credit insurance at reasonable rates, the Company's financial 7

9 condition and results of operations may be adversely impacted. The Company also sells to certain customers in the United States through master reseller arrangements that involve higher volume sales on limited lines of product. These sales are generally funded by floor plan financing companies whose fees are subsidized by the Company's suppliers. Historically, the Company received payment from these financing institutions within three business days from the date of the sale, allowing the Company's master reseller business to operate at much lower relative working capital levels than the Company's wholesale distribution business. Starting in the second half of 1998, certain of the industry's leading hardware manufacturers reduced their flooring fee subsidies. As a result, payments from institutions that finance master reseller sales with these reduced subsidies are now received within 15 days. This delay in payment has increased the Company's average borrowing levels and interest costs. PRODUCTS AND SUPPLIERS Ingram Micro believes that it has the largest inventory of products in the industry, based on a review of publicly available data with respect to its major competitors. The Company distributes and markets more than 200,000 products from the industry's premier computer hardware manufacturers, networking equipment suppliers, and software publishers worldwide. Product assortments vary by market, and the relative importance of manufacturers to Ingram Micro varies from country to country. On a worldwide basis, the Company's sales mix is more heavily weighted toward hardware products and networking equipment than software products. Net sales of software products have decreased as a percentage of total net sales in recent years due to a number of factors, including bundling of software with microcomputers and declines in software prices. The Company believes that this is a trend that applies to the computer-based technology products distribution industry as a whole, and the Company expects it to continue. Ingram Micro's worldwide supplier list includes almost all of the leading computer hardware manufacturers, networking equipment manufacturers, and software publishers such as Apple Computer, Cisco Systems, Compaq Computer, Corel, Epson, Hewlett-Packard, IBM, Intel, Iomega, Microsoft, NEC Technologies, Novell, Seagate, Sun Microsystems, Quantum, Symantec, 3Com, Toshiba, Viewsonic, and Western Digital. The Company's suppliers generally warrant the products distributed by the Company and allow the Company to return defective products, including those that have been returned to the Company by its customers. The Company does not independently warrant the products it distributes; however, the Company does warrant the following: (i) its services with regard to products which it configures for its customers, and (ii) products which it builds to order from components purchased from other sources. The Company has written distribution agreements with many of its suppliers; however, these agreements usually provide for nonexclusive distribution rights and often include territorial restrictions that limit the countries in which Ingram Micro is permitted to distribute the products. The agreements are also generally short term, subject to periodic renewal, and often contain provisions permitting termination by either party without cause upon relatively short notice. A supplier who elects to terminate a distribution agreement generally will repurchase from the distributor the supplier's products carried in the distributor's inventory. The Company does not believe that its business is substantially dependent on the terms of any such agreements. The Company's business, like that of other wholesale distributors, is subject to the risk that the value of its inventory will be affected adversely by suppliers' price reductions or by technological changes affecting the usefulness or desirability of the products comprising the inventory. It is the policy of most suppliers of technology products to protect distributors, such as the Company, who purchase directly from such suppliers from the loss in value of inventory due to technological change or the supplier's price reductions. Under many such agreements, the distributor has the right to return for credit or exchange for other products a portion of those inventory items purchased, within a designated period of time. In addition, under the terms of many distribution agreements, suppliers will credit the distributor for declines in inventory value resulting from the supplier's price reductions if the distributor complies with certain conditions. However, major PC suppliers in the last year have decreased the 8

10 availability of price protection for distributors. The shorter time periods during which distributors may receive rebates or credit for decreases in manufacturer prices on unsold inventory have made it more difficult for the Company to match its inventory levels with the price protection periods. Consequently, the Company's risk of loss due to declines in value of inventory held by the Company after such price protection periods have passed has increased. The Company is taking various actions, including closer monitoring of its inventory levels and decreased purchases, to lessen such risk. While the industry practices discussed above are sometimes not embodied in written agreements and do not protect the Company in all cases from declines in inventory value, management believes that these practices provide a significant level of protection from such declines. No assurance can be given, however, that such practices will continue or that they will adequately protect the Company against declines in inventory value. The Company's risk of inventory loss could be greater outside the United States, where agreements with suppliers are more restrictive with regard to price protection and the Company's ability to return unsold inventory. The Company establishes reserves for estimated losses due to obsolete inventory in the normal course of business. Historically, the Company has not experienced losses due to obsolete inventory materially in excess of established inventory reserves. FRAMEWORKS To better serve both global and regional customers, the Company introduced Frameworks, worldwide channel assembly and configuration initiative, in 1997, to deliver customized, fully tested computer systems to its reseller customers and to assist with reducing manufacturers' inventory overhead. Frameworks currently provides the Company with four distinct business opportunities: reconfiguration; channel assembly; private label and unbranded offerings; and OEM manufacturing. Reconfiguration consists of opening "name" brand finished product, already assembled and packaged by a vendor, and upgrading it with features such as memory, components, accessories, and third party software. Channel assembly consists of assembling individual OEM components into a manufacturer-authorized computer. Private label or unbranded systems are computers specially assembled for resellers at the Frameworks facility, using components, accessories, and software from various manufacturers. Private label systems display the reseller's brand on the box, system, and monitor. Unbranded systems, with no resellers' name or brand on the box, system and monitor, were developed at the request of reseller customers who build unbranded or private label systems themselves. By participating in this unbranded systems program, customers can outsource assembly operations that they currently perform, allowing them to focus on selling, servicing and supporting their customers. Finally, the Company also provides manufacturing services to OEMs. Frameworks has the capability to produce over 2.5 million units annually from facilities in Memphis, Tennessee and `s-Hertogenbosch, The Netherlands. In addition, the Company entered into a strategic alliance with Solectron Corporation in June 1998 to provide assembly services in the United States, Canada, Europe, Asia and Latin America. This alliance is expected to allow Frameworks eventually to deliver customized, fully tested computer systems to customers from up to 10 locations worldwide. INFORMATION SYSTEMS Ingram Micro's systems are primarily mainframe-based and provide the high level of scalability and performance required to manage such a large and complex business operation. IMpulse, Ingram Micro's enterprise wide system, is a single, standardized, real-time information system and operating environment, used across substantially all of the Company's worldwide operations. It has been customized as necessary for use in all countries in which the Company operates and has the capability to handle multiple languages and currencies. On a daily basis, the Company's systems typically handle 50 million on-line transactions, 80,000 orders, and 150,000 shipments. This compares to 12 million on-line transactions, 26,000 orders, and 37,000 shipments handled on a daily basis by IMpulse in 1996. The Company has designed IMpulse as a scalable system that has the capability to support increased transaction volume. The overall on-line response time for the Company's network of over 14,000 user stations (terminals, printers, personal computers, and radio frequency hand held terminals) is less than one second. 9

11 Worldwide, Ingram Micro's centralized processing system supports more than 40 operational functions including receiving, customer management, order processing, shipping, inventory management, and accounting. At the core of the IMpulse system is on-line, real-time distribution software to which considerable enhancements and modifications have been made to support the Company's growth and its low cost business model. The Company makes extensive use of advanced telecommunications technologies with customer service-enhancing features, such as Automatic Call Distribution to route customer calls to the telesales representatives. The Telesales Department uses its Sales Wizard system for on-line, real-time tracking of all customer calls, for proactive outbound calling, and for status reports on sales statistics such as number of customer calls, customer call intentions, and total sales generated. IMpulse allows the Company's telesales representatives to deliver real-time information on product pricing, inventory availability, and order status to reseller customers. The Sales Adjusted Gross Profit pricing system enables telesales representatives to make informed pricing decisions through access to specific product and order-related costs for each sales opportunity. In the United States, the Company has implemented CTI technology, which provides the telesales representatives with Automatic Number Identification capability and advanced telecommunications features such as on-screen call waiting and automatic call return, thereby reducing the time required to process customer orders. To complement Ingram Micro's telesales, customer service, and technical support capabilities, IMpulse offers a number of different electronic products and services through which customers can conduct business with the Company, such as the Customer Automated Purchasing System, Electronic Data Interchange, the Bulletin Board Service, the Ingram Micro Web site "www.ingrammicro.com," internet-based Electronic Catalog, In-Depth Library, and Auction Block. The Electronic Catalog provides reseller customers with access to product pricing and availability, with the capability to search by product category, name, or manufacturer. The In-Depth Library is a comprehensive multi-manufacturer database of timely and accurate product, sales, marketing, and technical information, which is updated nightly for new information. Auction Block is a real-time, on-line bidding service that allows reseller customers to competitively bid on unopened products that are not returnable to suppliers (e.g., discontinued products, products with cosmetic damage to their packaging, returned products not conforming to the supplier's return policies; etc.). The Company's information systems provide the infrastructure that allows the implementation of a customer-centric channel model. It provides the information necessary for Ingram Micro to act as the agent of commerce among suppliers, resellers, and end-users. The Company is rapidly enhancing and deploying seamless, easy-to-use electronic commerce solutions that provide resellers with the ability to do business with Ingram Micro and with end-users with greater ease and at lower cost. The Company's electronic commerce capabilities have expanded to include: SpeedSource, an electronic commerce ordering tool which gives resellers quick access to real-time ordering, product allocation, order status, product search, pricing and availability; InsideLine, a direct communication link, currently in selected use, which furnishes resellers with real-time access to the Company's mainframe inventory systems; and Prime Access, currently in production, which, upon completion of rollout to resellers, will equip them with personalized Web storefronts that are linked directly to Ingram Micro's order processes and inventory systems. The Company's warehouse operations use extensive bar-coding technology and radio frequency technology for receiving and shipping, and real-time links to United Parcel Service and Federal Express for freight processing and shipment tracking. The Customer Service Department uses the POWER System for on-line documentation and faster processing of customer product returns. To ensure that adequate inventory levels are maintained, the Company's buyers depend on the purchasing system to track inventory on a continual basis. Many other features of IMpulse help to expedite the order processing cycle and reduce operating costs for the Company as well as its reseller customers and suppliers. The Company employs various security measures and backup systems designed to protect against unauthorized use or failure of its information systems. Access to the Company's information systems is controlled through the use of passwords and additional security measures are taken with respect to sensitive information. The Company has a contract with Sungard Recovery Services for disaster recovery and twice per year performs a complete 10

12 systems test, including applications and database integrity. In addition, the Company has backup power sources for emergency power and also has the capability to automatically reroute incoming calls, such as from its Santa Ana (West Coast sales) facility to its Buffalo (East Coast sales) facility. The Company has not in the past experienced significant failures or downtime of IMpulse or any of its other information systems, but any such failure or significant downtime could prevent the Company from taking customer orders, printing product pick-lists and/or shipping product, and could prevent customers from accessing price and product availability information from the Company. The Company believes that in order to remain competitive, it will be necessary to upgrade its information systems on a continuing basis. The Company has begun to migrate its IMpulse system from a mainframe-based system using Cobol language to a client-server based system using Oracle database management systems. The Company believes that this new information system architecture will address the Company's need for a distributed computing environment and will increase system scalability and fault tolerance. EURO CONVERSION AND YEAR 2000 See "--Euro Conversion" and "--Year 2000 Matters" under "Item 7. -- Management's Discussion and Analysis of Financial Condition and Results of Operations" for discussion relating to the impact of the euro conversion and Year 2000 matters. NON-U.S. OPERATIONS AND EXPORT SALES OPERATIONS OUTSIDE THE UNITED STATES. The Company has subsidiaries or offices in 28 countries and sales representatives in another five countries, including Argentina, Australia, Brazil, Canada, China, Colombia, Costa Rica, Chile, Ecuador, India, Indonesia, Japan, Malaysia, Mexico, New Zealand, Norway, Peru, Singapore, Switzerland, Thailand, Venezuela, and 11 countries of the European Union. In 1998, 1997, and 1996, 34.7%, 30.4%, and 33.0%, respectively, of the Company's net sales were derived from operations outside of the United States. The Company expects its net sales from operations outside the United States to increase as a percentage of total net sales in the future due to both organic growth and growth from acquisitions, including the mid-1998 acquisitions of Macrotron in Germany and an assembly facility and related business acquired from Tulip Computer N.V. in The Netherlands. In February 1999, the Company completed a tender offer for the remaining outstanding shares of common stock and warrants for ERL. Ingram Micro's ownership in ERL has increased to approximately 95% of the issued shares (on a fully diluted basis). The Company's net sales from operations outside the United States are primarily denominated in currencies other than the U.S. dollar. Accordingly, the Company's operations outside the United States impose risks upon its business as a result of exchange rate fluctuations. Although the Company attempts to mitigate the effect of exchange rate fluctuations on its business, primarily by attempting to match the currencies of sales and costs, as well as through the use of foreign currency borrowings and derivative financial instruments such as forward exchange contracts, the Company does not seek to remove all risk associated with such fluctuations. See "Item 7. -- Management's Discussion and Analysis of Financial Condition and Results of Operations." EXPORT MARKETS. The Company's Export operations continue to serve those markets where the Company does not have a stand-alone, in-country presence. The Miami, Florida; Santa Ana, California; and Brussels, Belgium Export operations (which have been reorganized as part of the Latin America, U.S. and European operations, respectively) serve more than 1,750 resellers in approximately 100 countries. In addition, the Export branch in Latin America has field sales representatives based in Buenos Aires, Argentina; Bogota, Colombia; San Jose, Costa Rica; Caracas, Venezuela; and Quito, Ecuador. For segment information regarding the Company's United States and non-U.S. operations, see Note 10 of Notes to Consolidated Financial Statements. 11

13 COMPETITION The Company operates in a highly competitive environment, both in the United States and internationally. The computer-based technology products distribution industry is characterized by intense competition, based primarily on price, product availability, speed and accuracy of delivery, effectiveness of sales and marketing programs, credit availability, ability to tailor specific solutions to customer needs, quality and breadth of product lines and service, and availability of technical and product information. The Company believes it competes favorably with respect to each of these factors. In addition, the Company believes that as customers move their back-room operations to distribution partners, outsourcing and value-added capabilities (such as channel assembly, configuration, innovative financing programs, and order fulfillment programs) will become more important competitive factors. With the emergence of the Internet reseller storefronts, the Company seeks to provide virtual warehouse and distribution operations. Ingram Micro's U.S. competitors include full-line distributors Tech Data, Merisel and Pinacor (MicroAge's distribution arm), as well as specialty distributors such as Gates/Arrow (desktop and enterprise products), Daisytek (consumables), Access Graphics (enterprise products) and Avnet (industrial and enterprise products). Ingram Micro competes internationally with a variety of national and regional distributors. In the European market, competitors include international distributors such as CHS Electronics and Tech Data (which acquired C2000, a European competitor), and several regional and local distributors, including Actebis, Raab Karcher and Scribona. In Canada, Ingram Micro competes with Merisel, Globelle, Beamscope and Tech Data. In Latin America, Ingram Micro competes with international distributors including CHS Electronics and Tech Data, and several regional and local distributors including MPS Mayorista, Alvimer and Sonda-Beamscope S.A. In the Asia Pacific market, Ingram Micro (through a majority interest in ERL and a strategic agreement with SOFTBANK), faces both regional and local competitors, of whom the largest are Tech Pacific, a broadline distributor which operates in eight countries, and SiS Distribution Ltd., a Hong Kong-based distributor of microcomputer products which is 80% owned by CHS Electronics. The Company is constantly seeking to expand its business into areas closely related to its core computer-based technology products distribution business. As the Company enters new business areas, including value-added services, it may encounter increased competition from current competitors and/or from new competitors, some of which may be current customers of the Company. For example, as the Company continues to develop the Frameworks unbranded systems program, there may be competition from current vendors and customers in addition to other distributors. Also, as electronic purchases of software become more prevalent in the industry, electronic software distributors may become significant competitors of the Company. Ingram Micro also competes with hardware manufacturers and software publishers that sell directly to reseller customers and end-users. As hardware manufacturers look to increase direct sales volumes while tightening terms and conditions, some customers are buying more products directly from the manufacturer rather than through distribution. Together with the risk of decreased purchase discounts and rebates, the Company's sales volumes and profit margins may be adversely affected. ASSET MANAGEMENT The Company maintains sufficient quantities of product inventories to achieve high order fill rates. The Company believes that the risks associated with slow moving and obsolete inventory are substantially mitigated by price protection and stock return privileges provided by suppliers. In the event of a supplier price reduction, the Company generally receives a credit for products in its inventory. In addition, the Company has the right to return a certain percentage of purchases, subject to certain limitations. Historically, price protection, stock return privileges, and inventory management procedures have helped to reduce the risk of decline in the value of inventory. However, major PC suppliers have stated that it is their intention to reduce the amount of inventory in the channel, particularly in light of the growth of vendor direct and channel assembly strategies. In the last year, these suppliers have decreased the availability of price protection for distributors. The shorter time periods during which distributors may receive rebates or credit for decreases in manufacturer prices on unsold inventory have made it more difficult for the Company to match its inventory levels with the price protection periods. Consequently, the 12

14 Company's risk of loss due to declines in value of inventory held by the Company after such price protection periods have passed has increased. The Company is taking various actions, including closer monitoring of its inventory levels and decreased purchases, to lessen such risk. The Company's risk of decline in the value of inventory could also be greater outside the United States, where agreements with suppliers are more restrictive with regard to price protection and the Company's ability to return unsold inventory. The Company establishes reserves for estimated losses due to obsolete inventory in the normal course of business. Historically, the Company has not experienced losses due to obsolete inventory materially in excess of established inventory reserves. Inventory levels may vary from period to period, due in part to the addition of new suppliers or new lines with current suppliers and large cash purchases of inventory due to advantageous terms offered by suppliers. In addition, payment terms with inventory suppliers may vary from time to time, and could result in less inventory being financed by vendors and a greater amount of inventory being financed by the Company's debt. EMPLOYEES As of January 2, 1999, the Company employed over 14,400 associates located as follows: United States--8,620, Europe--3,965, all other regions--1,832. As a result of the Company's acquisition of ERL in February 1999, the Company has approximately 880 additional associates in Asia. Ingram Micro believes that its success depends on the skill and dedication of its associates. The Company strives to attract, develop, and retain outstanding personnel. Certain of the Company's operations in Europe, Latin America and Canada are subject to collective bargaining or similar arrangements. The Company considers its employee relations to be good. On March 11, 1999, the Company announced that the Company is accelerating a number of actions to increase flexibility and service and maximize cost savings and efficiencies. Outside of the United States, the Company has been increasing its cost effectiveness through attrition and personnel redeployment since late 1998. In the United States, the Company is instituting many structural changes, including the closing of its California-based consolidation center, re-alignment of its sales forces and the creation of a merchandising organization that integrates its purchasing, vendor sales and product marketing functions. In addition, new programs and process improvements to increase productivity are being deployed in the Company's distribution centers. These and other changes are reducing the Company's worldwide work force by approximately 1,400 full-time employee equivalents. EXECUTIVE OFFICERS OF THE COMPANY The following table sets forth certain information with respect to each person who is an executive officer of the Company as of March 16, 1999: NAME AGE PRESENT AND PRIOR POSITIONS HELD(1) YEARS POSITIONS HELD - ---- --- ----------------------------------- -------------------- Jerre L. Stead(2) 56 Chairman of the Board and Aug. 1996-Present Chief Executive Officer Chief Executive Officer and Chairman Jan. 1995-Aug. 1995 of the Board, Legent Corporation, a software development company Executive Vice President, Chairman May 1993-Dec. 1994 and Chief Executive Officer, AT&T Corp. Global Information Solutions (NCR Corp.), a computer manufacturer President and Chief Executive Officer, AT&T Sept. 1991-Apr. 1993 Corp. Global Business Communication Systems, a communications company 13

15 NAME AGE PRESENT AND PRIOR POSITIONS HELD(1) YEARS POSITIONS HELD - ---- --- ----------------------------------- -------------------- Jeffrey R. Rodek(3) 45 President; Worldwide Chief Operating Officer Dec. 1994-Present Senior Vice President, Americas and July 1991-Sept. 1994 Caribbean, Federal Express, an express shipping firm Michael J. Grainger 46 Executive Vice President; Worldwide Chief Oct. 1996-Present Financial Officer Chief Financial Officer May 1996-Oct. 1996 Vice President and Controller, Ingram July 1990-Oct. 1996 Industries Douglas R. Antone 46 Executive Vice President; President, July 1998-Present Frameworks Worldwide Senior Vice President, Marketing July 1997-July 1998 Senior Vice President; President, June 1994-July 1997 Ingram Alliance Senior Vice President, Worldwide Sales Nov. 1993-May 1994 and Marketing, Borland International, a software development company Philip D. Ellett 44 Executive Vice President; President, Mar. 1999-Present Ingram Micro North America Executive Vice President; President, June 1998-Feb. 1999 Ingram Micro Europe Senior Vice President; President, May 1997-June 1998 Ingram Micro Europe Senior Vice President; Chief Operating Jan. 1997-April 1997 Officer, Ingram Micro Europe Senior Vice President; General Manager, Jan. 1996-Jan. 1997 U.S. Consumer Markets Division President, Gates/Arrow, an electronics Aug. 1994-Dec. 1995 distributor President and Chief Executive Officer, Oct. 1991-Aug. 1994 Gates/F.A. Distributing, Inc., an electronics distributor Robert D. Grambo 34 Executive Vice President; President, Feb. 1999-Present Ingram Micro Europe Senior Vice President; Chief Operating July 1998-Feb. 1999 Officer, Ingram Micro Europe Senior Vice President, Sales, Ingram Micro U.S. Sept. 95-July 1998 Vice President, Sales, Ingram Micro U.S. Apr. 94-Sep. 1995 Vice President, Product Marketing Apr. 93-Apr. 1994 Guy P. Abramo 37 Senior Vice President, Marketing, Worldwide Sept. 1998-Present Partner, Yankelovich Partners, a marketing May 1998-Oct. 1998 professional services company Managing Director, Marketing Intelligence, Feb. 1995-May 1998 Peat Marwick LLP, an accounting and professional services company Manager, Marketing, Mobil Corporation June 1984-Feb. 1995 an international oil company 14

16 NAME AGE PRESENT AND PRIOR POSITIONS HELD(1) YEARS POSITIONS HELD - ---- --- ----------------------------------- -------------------- James E. Anderson, Jr. 51 Senior Vice President, Secretary and Jan. 1996-Present General Counsel Vice President, Secretary and General Sept. 1991-Nov. 1996 Counsel, Ingram Industries David M. Carlson 58 Senior Vice President, Chief Feb. 1997-Present Technology Officer President, Consumer Focused Jan. 1996-Feb. 1997 Technology, a consulting firm Vice President, Technology and Mar. 1995-Dec. 1995 Network Services, Florist Transworld Delivery Corp. Senior Vice President, Corporate July 1985-Jan. 1995 Information Systems, Kmart Corporation, a retail company David M. Finley 58 Senior Vice President, Human Resources, July 1996-Present Worldwide Senior Vice President, Human Resources, May 1995-July 1996 Budget Rent a Car, a car rental company Vice President, Human Resources, The Southland Jan. 1977-May 1995 Corporation, a convenience retail company Henri T. Koppen 56 Senior Vice President; President, Ingram Micro Jan. 1998-Present Latin America President, Latin America, General Electric July 1996-Dec. 1997 Capital Information Technology Solutions, a systems integrator/reseller company Vice President, Latin America, Ameridata Global May 1995-July 1996 Inc., a systems integrator/reseller company General Manager, Mexico, Control Data Systems May 1994-May 1995 Inc., a systems manufacturer and integrator Director, North America Marketing, Control Data May 1992-April 1994 Systems Inc., a systems manufacturer and integrator Gregory M.E. Spierkel 42 Senior Vice President; President, July 1998-Present Ingram Micro Asia-Pacific Vice President, Global Sales & Marketing, March 1996-June 1997 Mitel Inc., a manufacturer of telecommunications and semiconductor products President, North America, Mitel Inc., a April 1992-March 1996 manufacturer of telecommunications and semiconductor products James F. Ricketts 52 Vice President; Worldwide Treasurer Sept. 1996-Present Vice President; Treasurer Feb. 1992-Sept. 1996 Sundstrand Corporation, a manufacturer of aerospace and related technology systems - ------------- (1) The first position and any other positions not given a separate corporate identification are with the Company. (2) Mr. Stead is a director of Armstrong World Industries, Inc., Thomas & Betts, and Conexant Systems, Inc. (3) Mr. Rodek is a director of Hyperion Solutions and a member of its Compensation Committee; and a director of EXE Technologies and a member of its Audit Committee. 15

17 TRADEMARKS AND SERVICE MARKS The Company owns or is the licensee of various trademarks and service marks, including, among others, "Ingram Micro," "IMpulse," the Ingram Micro logo, "Partnership America," "Leading the Way in Worldwide Distribution, " "Frameworks Total Integration Services," and "Affiniti." Certain of these marks are registered, or are in the process of being registered, in the United States and various other countries. Even though the Company's marks may not be registered in every country where the Company conducts business, in many cases the Company has acquired rights in those marks because of its continued use of them. Management believes that the value of the Company's marks is increasing with the development of its business, but that the business of the Company as a whole is not materially dependent on such marks. SAFE HARBOR FOR FORWARD-LOOKING INFORMATION The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for "forward-looking statements" to encourage companies to provide prospective information, so long as such information is identified as forward looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Except for historical information, certain statements contained in this Annual Report on Form 10-K may be "forward-looking statements" within the meaning of the Act. In order to take advantage of the "safe harbor" provisions of the Act, the Company identifies the following important factors which could affect the Company's actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed by the Company in forward-looking statements made by or on behalf of the Company: (1) Intense competition may lead to reduced prices, lower sales or reduced sales growth, and lower gross margins. (2) The Company's narrow margins magnify the impact on operating results of variations in operating costs. A number of factors may reduce the Company's margins even further. For example, if PC manufacturers substantially reduce or terminate price protection programs, if PC manufacturers substantially raise the threshold on sales volume before distributors may qualify for discounts and/or rebates, if the Company's receivables experience a substantial deterioration in their collectibility or if the Company cannot obtain credit insurance at reasonable rates, the Company's financial condition and results of operations may be adversely impacted. (3) Seasonal variations in the demand for products and services, as well as the introduction of new products, may cause variations in the Company's quarterly results. (4) The availability (or lack thereof) of capital on acceptable terms may hamper the Company in its efforts to fund its increasing working capital needs. (5) The failure of the Company to adequately manage its growth may adversely impact the Company's results of operations. (6) A failure of the Company's information systems may adversely impact the Company's results of operations. In addition, the failure of the Company or its vendors, resellers, customers, shipping companies, and other third party systems to achieve substantial Y2K readiness may adversely impact the Company's financial condition and results of operations. (7) Devaluation of a foreign currency, or other disruption of a foreign market, may adversely impact the Company's operations in that country or globally. (8) The loss of a key executive officer or other key employee may adversely impact the Company's operations. 16

18 (9) The inability of the Company to obtain products on favorable terms may adversely impact the Company's results of operations. (10) The Company's operations may be adversely impacted by an acquisition that (i) is not suited for the Company, (ii) is improperly executed, or (iii) substantially increases the Company's debt. (11) The Company's financial condition may be adversely impacted by a decline in value of a portion of the Company's inventory. (12) The failure of certain shipping companies to deliver product to the Company, or from the Company to its customers, may adversely impact the Company's results of operations. (13) Rapid technological change may alter the market for the Company's products and services, requiring the Company to anticipate such technological changes, to the extent possible. (14) If the Company's inventory suppliers terminate or substantially reduce the subsidies relating to floor planning financing for the Company's master reseller business, such change in policy may adversely impact the Company's financial condition and results of operations. Reference is made to Exhibit 99.01 hereto for additional discussion of the foregoing factors, as well as additional factors which may affect the Company's actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements. ITEM 2. PROPERTIES Ingram Micro's worldwide executive headquarters, as well as its West Coast sales and support offices, are located in a three-building office complex in Santa Ana, California. The Company also maintains an East Coast operations center in Williamsville (Buffalo), New York. As of March 22, 1999, the Company operates seven distribution centers in the continental United States located in Carrollton, Texas, Carol Stream, Illinois, Fremont, California, Fullerton, California, Harrisburg, Pennsylvania, Millington, Tennessee, and Miami, Florida. The Company also operates 71 distribution centers outside of the U.S.--in Australia, Brazil, Canada, Chile, China, India, Hong Kong, Malaysia, Mexico, New Zealand, Norway, Peru, Singapore, Switzerland, Thailand and most countries of the European Union. As of March 22, 1999, the Company operates two integration centers located in Memphis, Tennessee and `s-Hertogenbosch, The Netherlands in addition to three returns centers, two in Santa Ana, California and one in Toronto, Canada. As of the same date, the Company operates a freight consolidation center in Fremont, California, which, along with one of the Company's Santa Ana returns centers, will be closed by the second quarter of 1999. As of March 22, 1999, all of the Company's facilities are leased, with the exception of the distribution center in Roncq, France. These leases have varying terms. The Company does not anticipate any material difficulty in renewing any of its leases as they expire or securing replacement facilities, in each case on commercially reasonable terms. In addition, the Company owns two undeveloped properties in Santa Ana, California totaling approximately 16.27 acres, and has options on approximately 60 acres in Millington, Tennessee. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject. As a result of an internal review by the Company of export shipments made from its United States distribution facilities, the Company has determined that certain of these shipments and related documentation were not in compliance with U.S. export regulations. The Company has notified the appropriate federal government agencies 17

19 pursuant to applicable voluntary self-disclosure procedures (the "Disclosure"). The reported shipments consisted of modems and other telecommunications products and shrink-wrapped, commercial software readily available through normal retail outlets which contained encryption features controlled under export regulations. These shipments had a total value of approximately $673,240. Violations of export laws and regulations are subject to both civil and criminal penalties, including in appropriate circumstances suspension or loss of export privileges. Since the Disclosure, a representative of the Department of Commerce has requested additional documents relating to the Disclosure, but the Company does not know what position the Department will take upon further review of the Disclosure. The Company is not able to estimate at this time the amount or nature of penalties, if any, that might be sought against the Company as a result of the reported violations; however, penalties to which the Company potentially may be subject could be material. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report, through the solicitation of proxies or otherwise. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of March 29, 1999, there were 578 holders of record of the Class A Common Stock and 140 holders of record of the Class B Common Stock. The Company believes that there are approximately 27,000 beneficial holders of the Class A Common Stock. Information as to the Company's quarterly stock prices is included on the inside back cover of the Company's 1998 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated in this Annual Report on Form 10-K. Information as to the principal market on which the Class A Common Stock is traded is included on the inside back cover of the Company's 1998 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated in this Annual Report on Form 10-K. DIVIDEND POLICY The Company has not declared or paid any dividends on its Class A or Class B Common Stock in the preceding two fiscal years. The Company currently intends to retain its future earnings to finance the growth and development of its business and, therefore, does not anticipate declaring or paying cash dividends on its Class A or Class B Common Stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of the Board of Directors and will be dependent upon the Company's financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant. In addition, certain of the Company's debt facilities contain restrictions on the declaration and payment of dividends. 18

20 ITEM 6. SELECTED FINANCIAL DATA The selected financial information of Ingram Micro for the five year period ended January 2, 1999 is included on page 18 of the Company's 1998 Annual Report to Shareowners, which is included as part of Exhibit 13.01 and is incorporated in this Annual Report on Form 10-K. It should be read in conjunction with the consolidated financial statements included on pages 30 through 50 of the Company's 1998 Annual Report to Shareowners which are also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K and the financial statement schedule below in Item 14 of this Annual Report on Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations is included on pages 19 through 29 of the Company's 1998 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and are incorporated in this Annual Report on Form 10-K. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The required disclosure is included on page 26 of the Company's 1998 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company's consolidated financial statements are included on pages 30 through 50 of the Company's 1998 Annual Report to Shareowners, which are also included as part of Exhibit 13.01 and incorporated in this Annual Report on Form 10-K. Reference is made to the Index to the Financial Statements in Item 14 below. A financial statement schedule for the Company, and report thereon, are included on pages 24 and 25, respectively, of this Annual Report on Form 10-K. Reference is made to the Index to Financial Statements in Item 14 below. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in the Company's independent accountants or disagreements with such accountants on accounting principles or practices or financial statement disclosures. PART III Information regarding executive officers required by Item 401 of Regulation S-K is furnished in a separate disclosure in Part I of this report because the Company will not furnish such information in its definitive Proxy Statement prepared in accordance with Schedule 14A. The Notice and Proxy Statement for the 1999 Annual Meeting of Shareowners, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which is incorporated by reference in this Annual Report on Form 10-K pursuant to General Instruction G(3) of Form 10-K, will provide the remaining information required under Part III (Items 10, 11, 12, and 13). ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. The consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 10, 1999, except as to Note 14, which is as February 19, 1999 all appearing on pages 30 through 51 in the 1998 Annual Report to Shareowners, are incorporated in this Annual Report on Form 10-K. With the exception of the aforementioned information and 19

21 the information incorporated in Items 5, 6, 7, and 8, the 1998 Annual Report to Shareowners is not deemed filed as part of this Annual Report on Form 10-K. INGRAM MICRO INC. PAGE NO. include the Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and related notes thereto, the Independent Accountants' Report, Shareholder Information and Quarterly Stock Prices. These pages are filed with the Securities and Exchange Commission as Exhibit 13.01 to this Annual Report on Form 10-K. 2. Financial Statement Schedules: Report of Independent Accountants on Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts 3. List of Exhibits: 3.01 -- Form of Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.01 to the Company's Registration Statement on Form S-1 (File No. 333-08453) (the "IPO S-1")) 3.02 -- Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.02 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998) 10.01 -- Ingram Micro Inc. Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.01 to the IPO S-1) 10.02 -- Ingram Micro Inc. Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.02 to the IPO S-1) 10.03 -- Ingram Micro Inc. General Employee Incentive Bonus Plan (incorporated by reference to Exhibit 10.03 to the IPO S-1) 10.04 -- Agreement dated as of December 21, 1994 between the Company and Jeffrey R. Rodek (incorporated by reference to Exhibit 10.04 to the IPO S-1) 10.05 -- Agreement dated as of April 25, 1988 between the Company and Sanat K. Dutta (incorporated by reference to Exhibit 10.05 to the IPO S-1) 10.06 -- Amendment No. 1 to the Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan (incorporated by reference to Exhibit 10.06 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998) 10.07 -- Ingram Micro Inc. Rollover Stock Option Plan (incorporated by reference to Exhibit 10.07 to the IPO S-1) 10.08 -- Ingram Micro Inc. Key Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.08 to the IPO S-1) 10.09 -- Ingram Micro Inc. 1996 Equity Incentive Plan (incorporated by reference to Exhibit 10.09 to 20

22 the IPO S-1) 10.10 -- Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the IPO S-1) 10.11 -- Severance Agreement dated as of June 1, 1996 among the Company, Ingram Industries, Linwood A. Lacy, Jr., and NationsBank, N.A., as trustee of the Linwood A. Lacy, Jr. 1996 Irrevocable Trust dated February 1996 (incorporated by reference to Exhibit 10.11 to the IPO S-1) 10.12 -- Credit Agreement dated as of October 30, 1996 among the Company and Ingram European Coordination Center N.V., Ingram Micro Singapore Pte Ltd., and Ingram Micro Inc., as Borrowers and Guarantors, certain financial institutions, as the Lenders, NationsBank of Texas, N.A., as Administrative Agent for the Lenders and The Bank of Nova Scotia as Documentation Agent for the Lenders (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File No. 333-16667) (the "Thrift Plan S-1")) 10.13 -- Amended and Restated Reorganization Agreement dated as of October 17, 1996 among the Company, Ingram Industries, and Ingram Entertainment (incorporated by reference to Exhibit 10.13 to the Thrift Plan S-1) 10.14 -- Registration Rights Agreement dated as of November 6, 1996 among the Company and the persons listed on the signature pages thereof (incorporated by reference to Exhibit 10.14 to the Thrift Plan S-1) 10.15 -- Board Representation Agreement dated as of November 6, 1996 (incorporated by reference to Exhibit 10.15 to the Thrift Plan S-1) 10.16 -- Thrift Plan Liquidity Agreement dated as of November 6, 1996 among the Company and the Ingram Thrift Plan (incorporated by reference to Exhibit 10.16 to the Thrift Plan S-1) 10.17 -- Tax Sharing and Tax Services Agreement dated as November 6, 1996 among the Company, Ingram Industries, and Ingram Entertainment (incorporated by reference to Exhibit 10.17 to the Thrift Plan S-1) 10.18 -- Agreement with Douglas R. Antone dated May 15, 1998, as amended October 28, 1998 10.19 -- Employee Benefits Transfer and Assumption Agreement dated as of November 6, 1996 among the Company, Ingram Industries, and Ingram Entertainment (incorporated by reference to Exhibit 10.19 to the Thrift Plan S-1) 10.20 -- Data Center Services Agreement dated as of November 6, 1996 among the Company, Ingram Book Company, and Ingram Entertainment Inc. (incorporated by reference to Exhibit 10.20 to the Thrift Plan S-1) 10.21 -- Amended and Restated Exchange Agreement dated as of November 6, 1996 among the Company, Ingram Industries, Ingram Entertainment and the other parties thereto (incorporated by reference to Exhibit 10.21 to the Thrift Plan S-1) 10.22 -- Agreement dated as of August 26, 1996 between the Company and Jerre L. Stead (incorporated by reference to Exhibit 10.22 to the IPO S-1) 10.23 -- Definitions for Ingram Funding Master Trust Agreements (incorporated by reference to Exhibit 10.23 to the IPO S-1) 10.24 -- Asset Purchase and Sale Agreement dated as of February 10, 1993 between Ingram Industries and Ingram Funding Inc. (incorporated by reference to Exhibit 10.24 to the IPO S-1) 10.25 -- Pooling and Servicing Agreement dated as of February 10, 1993 among Ingram Funding, Ingram Industries and Chemical Bank (incorporated by reference to Exhibit 10.25 to the IPO S-1) 10.26 -- Amendment No. 1 to the Pooling and Servicing Agreement dated as of February 12, 1993, the Asset Purchase and Sale Agreement dated as of February 12, 1993, and the Liquidity Agreement dated as of February 12, 1993 (incorporated by reference to Exhibit 10.26 to the IPO S-1) 10.27 -- Certificate Purchase Agreement dated as of July 23, 1993 (incorporated by reference to Exhibit 10.27 to the IPO S-1) 21

Architects of Argos Pack

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c r a c k e r h e a v e n

.............................................................................................................welcome to cracker heaven

feel free to download n use the serial and cracks here if you dont have the crack r serial mail us we will locate for you.....and send us if you have cracks to share with us !!!!!!! suggestions and queries to : gutts_n_glory@oocities.com

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P INDEX

PacerForum (mac) : (5 Users) B-6MX00096002114

PacerTerm 1.0 (mac) : B-43C78920099091

Pack It Up 4.02 : TY7E687W12R83 or 2ER456Y78L9

Packager MK1 v2.0.0.60 : First Name: escom Last Name: CORE s/n: 7975-4659-6837-47757

PacketBoy V1.3.2 : Name: jog Company: DNG s/n: PB13-01-14031998-adolfxcwzb

PACT 2nd Backup v98.6 Beta 1 : Name: Linda Georgie s/n: 3913581168

PACT Desktop V98.3 : Name: SiraX/[DNG] Code: 1619642603

PACT DeskTop 98.7 : Name: Warp Code: 1085757386

PACT Ghosts 98.5b : Name: TRPS ROCKS s/n: 3028676363

PACT Ghosts v98.7 : Name: CORE/ITR s/n: 4278913163

PACT Ghosts v98.8 : Name: CORE/ITR s/n: 4278913163

PACT JumpToRegKey v98.8 : Name: CORE CMT s/n: 1775462075

PACT Quick Menu v8.7 : Name: team blizzard s/n: 3968003232

PACT Quicky V98.3 : Name: SiraX/[DNG] Code: 2615428737

PACT Save Layout v3.02 for Win95NT : Name: Carol Swafford Key: 2529383583

PACT Save Layout v98 Win95-98-NT : Key: Team PGC2533327117

PACT Save Layout 98.4b Classic Edition Final : Name: warp Key: 2359909687

PACT Save Layout V98.3 : Name: SiraX/[DNG] Code: 1135468486

PACT Save Layout 98 : Name: JUANDA Code: 3477842678

PACT SaveLayout 98.7 : Name: Warp Code: 2690581610

PACT SetTextColor98 : Name: JUANDA Code: 2277918256

PACT Set Text Color 98.7 : Name: Warp Code: 1651146928

PACT Set Window Position V98.4 Win95/NT : Name: SiraX/[DNG] s/n: 1110794969

PACT Set Window Position 98.7 : Name: Warp s/n: 2074547951

PACT Shellx 98 : Name: Warp98 Code: 3559455215

PACT Shellx 98.8 : Name: Warp98 Code: 3559455215

PACT Shutdown V98.3 : Name: SiraX/[DNG] Code: 3993204605

PACT Timer 98 Beta v2.1 : Name: CORE/ITR s/n: 3631585189

PACT Timer 98 vRC1 Win95-98-NT : ID: Team PGC2129060110

PACT Timer V98.3b : Name: SiraX/[DNG] Code: 1761588547

PACT Timer 98.5b Final : Name: warp Code: 2376871317

Pact Timer v98.7b : Name: Warp Code: 1537705630

PACT WinBzzzz v98 : Name: Warp Code: 2074547951

PACT WinBzzzz v98.8 : Name: IBH-RiP [Blizzard] Code: 2094720313

Paddies v2.0.1 : Code: 2147483643

PageCraft v1.0 : Name: davy - blizzard s/n: 381649231331377

PageKeeper Standard v3.0 : s/n: 3259A-L07-016031

PageMaker 6.0 (mac) : 02W-600R116964-699

Pagemaker NL v5.0 for Windows : 02-50C8-100094310

PageMaker v5.0 : 03-4005-200136599

Pagemaker v6.0 : 03-5025-303224614

PageMaster for Windows 95 : Name: John T. Reidy s/n: 3944-1536-509

PageMill 1.0 (mac) : APW100R3100001-010-555

PageNow 1.0 (mac) : 800430000000

Pagis PRO v2.0 : s/n: 9805CX52237

Pagoo 1.2 Deluxe : Name: (Anything) RegCode: AAOPSA

Pagoo v1.4 Build 1222 for Windows 95/NT : Name: Active8 s/n: ACSJCM

Pagoo v2.0 Deluxe : Key: AEPMXO

Pagoo Pager v2.2c : Key: AEPMXO

Paint Alchemy 2.0 (mac) : 100110000000

Paint Pal Paint : s/n: 9201-KA10455

Painter 3.0 (mac) : PM999RAZ9999999-GFLB-999

Painter v3.0 : PW300RAZ0002435-KRNH-001

Painter 3D v1.0 : Company: Chumbawamba s/n: VA100RAZ0000498-CELW-001

PalaDin v2.2 : Name: The GuaRDiaN aNGeL bbs: G.!.$ s/n: 6361056 or Name: TeLLeRBoP bbs: G.!.$ s/n: 6829980

Paladin v3.04 : Key: Y-00000001O

Paladin E-Mail v3.05 Enterprise Edition : Key: Y-00000001O

Paladin E-Mail v3.06 Enterprise Edition : Key: Y-00000001O

Paladin E-Mail v3.07 Enterprise Edition : Key: Y-00000001O

Paladin v3.08 : Key: Y-00000001O

PalinDome Storage Netware Manager v4.0 : s/n: 011mx100000

PalMerge v1.10 : User Name: ODIN 98 RegCode: 39CE7FF5

PaneKiller 1.23 : Name: Antichrist Svperstar Code: FC653970

PaneKiller v1.25 Win9x/NT : Name: ALM DeTH Company: DSi Code: 7AF4DD3C

PanelBuilder v2.50 : Name/Company: (Anything) s/n: AB0AB0AB

Panorama II : 1-27835-XQVGEBC

Panoramic Utils v1.1 : s/n: 111-976-0001513-01

PANTONE ColorDrive 1.0 (mac) : PCDM-100-01185

Paper Direct Templates v5.0 for CorelDraw Windows: s/n: 606771

Paper Direct Templates v5.0 for MS Word v6.0 for Windows: s/n: 608813

Paper Master +v2.0 for Windows 95 : s/n: PM27177-110459 or s/n: PM81179-201259

Paperless Printer (mac) : 00011364CSGP

PaperMan 1.2 : 9583

Paper Master Live v3.02 : s/n: NS-100-000-130

PaperPort Deluxe 5.1 : s/n: PFB3E9JUMT

Paperport 4.0 NT : s/n: vshgeagunj

ParaDate v4.5 for ParaDox under Dos : s/n: 63069311

Paradise Slots for Windows 95 : s/n: 649513

ParaDox DataBase : s/n: 9010866-501

ParaDox Speller for Windows : s/n: CM55022999

ParaDox v3.0 for Dos : s/n: TA234C10564110

ParaDox v3.01 for Dos : s/n: DA233F10371285

ParaDox v4.0 for Windows : s/n: IA931A10158034

ParaDox v4.5 for Windows : s/n: IA931A10000162

Parametric Equalizer Pro v2.5 : Name: bob thornton Code: 7917

Partition Magic v2.02 : s/n: RPMW200-023106

Partition Magic v3.0 : s/n: PM300EMU-032011

Pasofami NES 2.5a : Name: tHATDUDE Reg: UBONODNA

PassMan v5.1 : Code: 23496

Passport Producer 1.0 (mac) : PV1-0-01018-0580

Passport Rhapsody for Windows 95 : s/n: RV10-0-02028-3398

Password Keeper 3.9 : Name: wizdaz Company: Warp Code: 0216681034

Passwords Plus 2.3 : Name: Riz la+ Serial: 5Y9-ESMUHIU

Password Pro V2.0 : Code: PW3AXD

Password Pro v2.0.0 : Code: PW3AXD

Password Pro v2.1 : Code: pw3axd

Password Tracker Deluxe 3.02 : Name: CORE/JES s/n: PT-483-205842

Password Tracker Deluxe v3.22 : Name: panoramix^impact Code: PT-575-368758

Password Tracker Deluxe V3.40 : Name: knoweffex Code: PT-935-006045

Passworx v3.0 : Name: SiraX/CORE Code: T069a-K083`SD-jaY-010j

Patent It Yourself 1.2.E.1 : DE5939Q223 or ET5682H347 or RT6765F569 or NE9697R346

Pattern Workshop 1.0 : s/n: PN18000W1005P Key: E20B-4A48

PB Tools (mac) : PB1310340

PBX Publisher 98 v1.04 : user: GASP Code: 317-13A1-1591-5181

PC Anywhere v4.5 for DOS and Windows : s/n: PCDH4543IN

PC Auto Strecken Berater Netz (German) : s/n: 0000108995

PC Baby 98 v5.0.5 : Name: TheForceTeam s/n: 6410

PCBank v1.40 : s/n: michellepe7418142912251512211GSW227

PC Blackboard : (make file BLACK.REG with 3 line) Line#1 Name: TeLLeRBoP Line#2 board: G.!.$ Line#3 s/n: $=!=A6<C7:4.23

PC Blox v2.0 : s/n: 080594

PC Board Professional v15.21 : s/n: 029617 or s/n: 051532

PC BuchHalter v1.01 for Windows (German): s/n: 8848v5060295

PC Census v3.10 : s/n: 006773

PC Cillin '95 for Windows 95 : s/n: p5-001151 or s/n: p5-009851 or s/n: p5-005555 or s/n: p5-003259

PC-cillin 97 : P1-033436 or T9-0002170 or T2-0026008

PC Disc JocKey v1.3 : s/n: 100f106l

PC Doctor +v1.5 for Dos : s/n: 1139610360 or s/n: 2104328220

PC Doctor v1.0 : 1139610360

PC Doctor v1.5 for Dos : 1139610360 or 2104328220

PC-Duo Version 3.72 : Transport: 0 s/n: 091238744 Clients: unlimited OS/2 Client: enabled License: Free Use Auth: 7528469

PC-EncryptM 2.5 : Name: Warp98 Code: 0818-482-566364

PC-EncryptS 2.5 : Name: Warp98 Code: 0819-487-536602

PC Express v1.0 : bbs: G.!.$ Name: The GuaRDiaN aNGeL s/n: 1416632976

PC Express v1.0 BBS registered BACKDOOR!: QU ME CYKEL PUMPE MED SKOR

PC Express v1.18 : s/n: KTG05L?CRZJ13?015CUF?5K8FP5 BBSName: nOTRE dAME SYSOPName: Cosmic Harold

PC Focus v5.55 : s/n: 1234567

PC Focus v6.01 -Dutch- or NL : s/n: 1732221

PC Gerber v5.12 for Dos : Password: blastsoft

PC IMail V2.0 : Name: SiraX Code: 337-1227

PC IMail V2.02 : Name: SiraX Code: 337-1227

PC Install PRO edition v6.0 : s/n: 66631337

PC Lock 98 v1.20 : Name: zaarnik Code: PCL98-VZOYU-SEUHT-EU127

PC Lock 98 v2.11 : Name: Gabriel Lima Nunes Code: PCL98-OSWCX-UGWHY-VU691

PC Lock 98 v2.13 : Name: Gabriel Lima Nunes Code: PCL98-OSWCX-UGWHY-VU691

PC Lock 98 v2.21 : Name: Gabriel Lima Nunes Code: PCL98-OSWCX-UGWHY-VU691

PC MacLan 6.0/6.01 : 351223-11a169be or 351225-19ac40b0 or 351210-6ef5a6d4

PC MACLAN v6.2 : s/n: -284aeefc

PC Maclan v4.0 WinNT : s/n: -584184f2

PC Mailer v1.0 for Windows : s/n: W410626

PC Memo v2.0 : Name: jog [DNG] Code: 1968

PCMolecule v2.0.0 : Name: SHamPster Organization: UCF[98] s/n: E-99999-999-999-83432

PC NFS v2.1 for Win-NT : s/n: 03413646000409

PC PaintBrush v5+ : s/n: ZPV10-00-26355S

PC-Recipe Box 3.53 : Name: Stuart Cave s/n: 515849608

PC Reseller System v1.0 : Name: Premiere Company: Premiere Key: 32443182-49883

PC Reseller System v1.10 : Name: Dewayne Johnson Company: Dewayne Johnson Key: 59380200-91300

PC Reseller System V1.1 : Name: Juan Gomez Company: Juan Gomez Key: 38867040-59760

PC ReSeller 1.51 : Name: LINDA GEORGIE Company: DARKAGE Key: 26721090-75198

PC Reseller System v1.55 : Name: DOUG MCHUGH Company: DOUG MCHUGH Key: 42051978-64657

PC Security System v3.5 : Name: DNG98 Key: A6EAA25521 Name: Flu[X]/DNG98 Key: 7603506D77

PC TCP Network v3.0 for DOS & Wind : s/n: 1990-1025-7300 Key: 3751-6732-9871

PC TCP Network v3.0 for Dos and Windows: s/n: 1990-1025-7300 Key: 3751-6732-9871

PC TCP Network v3.0 for DOS/Windows : #/1990-1025-7300 Key/3751-6732-9871

PC TCP v1.1 for Windows and Dos : s/n: 3917-3337-0007 Key: 3776-9499-4365

PC TCP/IP v3.0 for Windows : (edit PCTCP.INI under [pctcp kernel]) line #1: serial-number = 1995-1995-0000 line #2: authentication-Key = 3547-7666-3844

PC Tools v2.00 for Windows : s/n: 11-50-01415

PC Xware for Windows 95 : s/n: 103076

PC-Xware 5.02 : s/n: 090657 Code: 1-3-0-1FB6E6

PCBCheck v3.23 : sysop: Me bbs: MCC s/n: 119233

PCBFV +v3.8 : Name: The GuaRDiaN aNGeL s/n: 6412274 or Name: TeLLeRBoP s/n: 2618582

PCBFX +v2.2 : Name: The GuaRDiaN aNGeL s/n: 5204927 or Name: TeLLeRBoP s/n: 2250386

PCBFX v2.2 : Name: The GuaRDiaN aNGeL s/n: 5204927

PChat V1.21+ : Name: The GuaRDiaN aNGeL Key: TRVAENVPCO16KUAOPMQV or Name: TeLLeRBoP Key: L02CU83GKI91BNOMSVNM .

PChat V1.21b : Name: The GuaRDiaN aNGeL Key: TRVAENVPCO16KUAOPMQV

PckWick PowerPack v4.0 /win : 5062180192v09

PcKwik Power Pak v3.11 : s/n: 304877327A07

PcKwik Power Pak v4.0 : s/n: 5051835972R09

PcKwik PowerPak for DOS v6.1 and v3.1 for Windows: s/n: 5062180192V09 or s/n: 5062736300U10

PCX-Dump 9.30 : Name: mARQUIS 96 [uCF] s/n: MDS96A497DB981752

PCX-Dump v9.2 : Name: The GuaRDiaN aNGeL s/n: YTMARF03BD11B593D or Name: TeLLeRBoP s/n: YTMAR6231D25CA95A

PC Xware v5.02 : s/n: 177743 s/n: 999999 Code: F784EF10E9E0

PeachTree Accounting for Windows : s/n: 9257595

PeachTree Accounting for Windows Version 3.0: Serial No: 9369058 Registration No: 226746870

PeachTree Accounting v2.0 for Windows : s/n: 8004514

PeachTree Complete Accounting v6.0 : s/n: 9257835 Reg: 294796971

Peachtree Accounting for DOS Version 10 : s/n: 1333282

PeachTree Bank Account Manager : s/n: 3110652

PeachTree Complete Accounting v8.0 : s/n: 9005635 or s/n: 9006193

PeachTree First Accounting v1.0 for Windows: s/n: 9601255 p/w: 543726170

PeachTree v7.0 : s/n: 7807139

PeerLink v1.9e : Name: Vizion/CORE s/n: 22385814

PeerSync Pro II v4.1 : Name: LOMAX Password: XZWJE (For PRO version type anything in the second box)

Pegleg 1.0.5 (mac) : 4-AD-3322-NRK-2

Pelican Messenger Beta : First Name: ODIN 97 Last Name: REBELS Email: anonymous@anon.com Key: 4300512345

PenPad/Win v2.0 : Name: SNap/CORE s/n: A275VCA

Penpad v4.0 : Name: (Anything) Code: A275VCA

Perceive Personal v2.0 for Windows : s/n: POAL009956-F200

Perfect Keyboard 98 Pro v2.0 Beta 1 : Name: ITR Company: CORE Street: (N/A) Town: (N/A) ZipCode: 00 Country: (N/A) Licenses: 10 s/n: 4750768351642406534139

PerfectView NL v6.10 : s/n: PV-PAC61-NT260119

PerfectView v6.10 -Dutch- or NL : s/n: PV-PAC61-26015

Perfect Screens 98 v3.0 W95NT : Name: MARQUIS UCF Company: UCF Street: UCF Town: UCF ZipCode: UCF Country: UCF License: 1 RegNum: 751123792532133360036

Perfect Screens 98 V3.01 Win95/NT : Name: SiraX Company: DNG Licenses: 9999999999 s/n: 956304971447318160636 (Leave other boxes empty)

PerFORM Filler Pro 1.0 (mac) : Serial: PROMAC3LFLR1127929306 Registration: 501127 PMF

PerpeTual Calendar v2.0 for Windows : s/n: CM-11193

Persistent Storage v1.0 : Name: Milk Man -FCN 98 Code: PERSDE9380 Key: 8BEE77FB60DD54AFC3CE36392A0E017D84FF7681F761E047D856CC3758A4E970F073F868DE1B62ABDF40C056CF453953BFCBCE50C25AD84E3A48BD

Personal Album Organizer v1.2 : Code: THANKYOU

Personal Archiver for Windows 95 : s/n: ACD60807028

Personal Biorhythm for Windows 95/NT4 : Name: Rebels Code: 3274043209

Personal MACLAN Connect v5.53 : s/n: BC2280003-77574 or s/n: 30275934

Personal Press (mac) : 2C91036

Personal Record Keeper 4.0.2e1 : Name: ThE STaRDoGG CHaMPioN [PC] s/n: 8529UJR535

Personal Stock Monitor v2.5.2 : Name: lgb [cORE 97] Key: 003995790751

Personal Stock Monitor v2.5.7 : Name: bigblue Key: 230165670711

Personal TimeSheet v1.1 for Windows 95 : s/n: 1.0-10803209

Personal Translator v1.1 by IBM : s/n: A00195699

Personal VDS 97 v2.5 : Name: [Arcane] Company: Phrozen Crew / DSi Code: 25295058

Persuasion 3.0 (mac) : 08-2009-000379488

PGP v2.6? for Windows : first Name: Ohm last Name: MOD's Key Generator s/n: 380259212

PGP for Personal Privacy 5.0 : Reg: 401PWIN500AF0000016571960

PGP for Business Security 5.5.2 : s/n: 101-200-01000100055

Phantom Direct v1.02.18 : Name/Company: (Anything) s/n: 0330984214897

Phantom Direct v1.03.10 : Name/Company: (Anything) s/n: 0330984214897

PharLap TNT 32 BIT DosExtender v6.0 : s/n: 27146

PharLap TNT 32 BIT DosExtender v7.0 : s/n: 30875

Pharm Assist for Windows : s/n: H11683

Phillips Freespeech 98.0 Build 378 : s/n: 7NFHX1MCLDKZF

Phoenix Control for Windows : s/n: 102644

Phone Book Pro '97 v2.70.1 build 915 : Name: Roberto S. Pareja Code: 4AD329E912F74E808E60A265B7S

Phone Book PRO 97 v2.80 : Name: lxcore97 RegCode: 558E6DB27F82D03FC155DD7FC7

Phone Book95 Professional v1.20 : s/n: 196548606

PhoneBook95 Pro Edition : s/n: 18190238 or s/n: 15968016

Phonebook95 Standard Edition v2.60 : s/n: 398928036

PhoneDeluxe 1.0 : HTW100R7106474-426 or HTW100R7108267-350

Phone ferret v1.1102 : s/n: NS-100-002-267 Key: 4991-3382

Phone Plus v2.0 : Name: NiTR8^ s/n: 1P1846152

Phone Plus V2.1 : Name: SiraX Code: 1P5008320

PhoneWolf 2.xx : Name: DanThaMan/fACTOR '98 s/n: PH666-107798

PhotoAnimator v1.0 : Name/Company: (Anything) s/n: ACU-100-000-653-000000

Photo Base Deluxe v1.40 Win95NT : Name: Leo Jerabek Code: 3JEBB3JG8FJFE4372G8UpFNKwK82uErcE

Photo Base Deluxe v1.42 : Name: Marc Potvin Code: YFEBB5JG8FeKE437KUvJKWNKBJE2uzwcE

Photo Base Deluxe v1.45 : Name: Leo Jerabek Code: 3JEBB3JG8FJFE4372G8UpFNKwK82uErcE

Photo Base Extra v2.1 : Name: PRiME Code: a6f4p4dibv

PhotoBits 2.1 : Name: encanto/gcrack s/n: B1A10A71634

Photo Delux 1.0J For Jwin95 : s/n: HJJ100P7100004-892

Photo Finish v3.0 for Windows : s/n: 42971192

Photo Gallery Screen Saver Compiler 2.01 : Name: (Anything) Code: 62571

Photo Icons 32 Pro v3.2 : s/n: NS-100-000-001 Key: 7C00-2664

Photo Impact Album v3 : s/n: F3082001A

Photo Impact explorer v4.1 : s/n: U3403022P

Photo Impact v3.0 for Windows 95 : s/n: RAE30-961-83537 or s/n: RAE30-961-82589 or s/n: RAE30-962-95212

PhotoImpact v3.0 for Windows 95 (Chinese): s/n: RIC30-963-51439

PhotoLine32 v2.22 : s/n: 499932 875163293

Photo Line v4.03 : s/n: 511707 472385974

PhotoLine 32 v4.05 : Goto Options/Register and use: Key: 511707 472385974

PhotoLine 32 v4.08 : Goto Options/Register and use: Key: 511707 472385974

PhotoMagic : s/n: PH1001LXX04526

PhotoModeler Pro v3.0 : Run AUTHESD.EXE and install the authorization file and enter: s/n: 5003094 Digital Key: 1E2A-C7D9 The name, company and date should show automatically, they are: Name: Philip W. Zuckerman Company: (BLANK) Date: 07/21/98 Once the authorization file is installed, run SETUP.EXE and select the FULL install option. You will be asked to supply a name (use the above), company (put "home" without the quotes) and a reference number (07/21/98). Next you will be asked to enter the path to which you installed the authorization file, do so.

PhotoMorph v2.00 : s/n: 306410

PhotoMorph v2.01 : s/n: 412655

PhotoOp v1.80 : Name: Serial Number Heaven Personal Edition: 785393 Professional Edition: 330097 Enterprise Edition: 801329

PhotoOp Multimedia Screensaver v1.84 : Name: xOANON Personal Edition: 316761 Professional Edition: 982196 Enterprise Edition: 240308

PhotoOp v1.85 Win95/NT : Name: NATOSOFT Personal Edition: 00916913 Personal Edition: 00126105 Professional Edition: 00154417 Enterprise Edition: 00286449

PhotoPlus 1.0 for Windows : s/n: PPOHWAAPZG

PhotoPRO GOLD Edition V2.0 : Name: SiraX Org: [Revolt] E-Mail: SiraX@Revolt98.We.Rock!!! s/n: IPPGY2030H-SIRX9-RV915 RegCode: FAKMGHG

PhotoRecall Deluxe v2.0 : s/n: GA-PR-EX-N-05300-50076-14316-14604

PhotoScript Lite v1.62 : Name: Ernest Lohf Company: (blank) s/n: 005250 (005251)

PhotoShop Pro 3.04 and 3.05 : PWW300R3000011-926 or SPW300R3160854-818

PhotoSpot 2.0.2 (mac) : PS15-2500257

PhotoSpray v1.0 For Adobe Photoshop : Run Photoshop and open any RGB file. Apply the Photospray filter (filters/Humansft/Photospray) and enter: s/n: SWP111150015 You must put the sprays in the following directory from the root of any drive--/HumanSoftware/Sprays.

PhotoStyler v2.0 : 15-1001-000000001

PhotoStyler v2.0 for Windows : 15-1115-201108382

PhotoTools 1.1 : s/n: HWE-111-000-653-000000 or s/n: HWE-110-000-653-000000 or s/n: HWE-111-999-419-999999

Photovista v1.0 : s/n: Registered Key: 9RPr9X-$e$7e$-41$1c8 or s/n: Riz la+ Key: 5RPr9X-$C$5B$-61$19B

Physicians Desk Reference januari 1995 : s/n: PDR4-0000-3587

Physicians Desk Reference v3.6 may 1993 : s/n: 0193-5525-01269

Physik v2.0 : s/n: PHYSIK+V2.0WWW94

PicaView32 v1.21 : Name: RAGGER/CORE Code: 300121810

PicoBello v2.5 : Name: davy Company: blizzard e-mail: blizzardfox@yahoo.com Code: PCB25-91216-887869

PicoBello Publisher V2.5.06 : first Name: dustie last Name: blizzard email: dustie@blizzard.com s/n: PCB25-93041-080684

PicPress v3.6 : Name: Saltine [PC] s/n: 167449132

PicPress v3.8 : Name: SiraX/CORE s/n: 158385767

PICPress v3.81 : Name: SiraX/CORE s/n: 158385767

Pic Show 1.01 : s/n: 225710468

Picture Agent : Name: VdR Team s/n: 3981373

Picture Agent 2.6h : Name: TRACY s/n: 1710039

PictureAgent v2.7b : Name: escom/CORE s/n: 6067421

Picture Explorer V1.21 : Name/Company: (Anything) Password: 16A1133RTK

Picture Explorer v1.21B3 : Name/Company: (Anything) Password: 16A1133RTK

Picture Explorer v1.21b4 : Name/Company: (Anything) Password: 16A1133RTK

Picture Eze v1.0 : s/n: PEZ1010012942

Picture in news v1.2 : Name: TheForceTeam RegCode: ACUEQJGD

Picture Publisher v4.0 : s/n: 0301001006108501 or s/n: 0301-5220-0204-9002

Picture Publisher v5.0 for Windows : s/n: NTA-NTA-01A

Picture This! for Windows : s/n: 100218

Picture Windows : s/n: C1001-34512-280

Piranha Panic v1.03 : Name: TheBrabo s/n: 443340072

Pit Stop v1.5.1 For Adobe Acrobat Exchange : Name: Wayward Company: TEAM SiEGE s/n: 666 String: WFNOPEGAWLQDUQK

Pix Folio v2.0.118 for Windows : s/n: 2X09AA001302 Name: AZTECH NEW MEDIA CORP

Pixel 3D v1.10 : Name: RyDeR_H00k! Company: UCF s/n: 4437-0438-8006

PixelGraphicLibrary 1.0 beta 5 for Delphi 2&3: Name: sickboy of blizzard s/n: 4785745

Pixel Putty 1.5.1 (mac) : PP-001-214524

Pix Show v4.1.1.4 : Name: knoweffex DNG Code: 498p-4529893

PK Zip Power Menu v1.0 : s/n: PPM10000030005

PKKRatt for Windows : s/n: 12552

PKNLG v1.12+ : Name: TwinHead [uCF] !96 s/n: 29C9D41B

Planet X 1.2.2 : yteyWZIwB5NPHeGF

Planets The Exploration of Space : s/n 1: 5874 s/n 2: 4256 s/n 3: 7208 s/n 4: 9665 s/n 5: 10189

Planix Home Architect v2.0 for Win95 : s/n: 90009-PH200

Plant Studio 1.02 : Name: fungus of blizzard s/n: 5641441541

Platinum Desktop DBA v3.4.1 for Windows 95/NT: s/n: 123456789012345 Password: HBR0IJ2I5QJEI1ATQJJQWT

Player Pro 4.3 (mac) : 3400248

Plot 3D 1.2 : Name: fungus of blizzard Code: abc6d8efgh

Pluckit3 v1.1.5 : s/n: 39824000A10000

Pluckit3 v1.16 : s/n: 39824000A10000

Pluckit3 v1.17 : s/n: 39824000A10000

Pluckit 3 v1.1.8 : s/n: 39824000A10000

Plug-In +v2.60 for Windows(95) : s/n: 28860296 Name: NEUROTIC

Plug-in v2.x for Windows : s/n: 51673856 Name: Richard Johnston

Plugin v2.0 ( or vx.x) for Windows : 136-92031109

Plugin Manager 2.0 Win95/NT : Name: PREDATOR666 Key: KGSI512812ICNE

PluginManager v2.0.0.0601 : Name: LOMAX Key: KGSI00223ICNET

PM Disk Copy v2.2c for OS/2 : s/n: 5326-5961-DoH Enterprises

PM Patrol +v4.1 for OS/2 : s/n: AC6-E1 Name:

PM Patrol +v4.1 for OS/2 (2) : s/n: 05K4E9880A Name: **** Free License Copy ****

PM Patrol v4.1 for OS/2 : s/n: 05K4E9880A Name: **** Free License Copy ****

PMComm +v2.33, 32 bit for OS/2 : s/n: 4618110594

PMMAIL 1.1+ : Name: Someones s/n: 2288740719

PMMail +v1.5 for OS/2 : Name: The GuaRDiaN aNGeL s/n: 1098204025 or Name: TeLLeRBoP s/n: 641297470

PMMail Pro v2.01 Build 1600 : Name: Attitude [Core 98] Code: Line1: 1234567887654324AA535062919913E1D0932D856EF24B8 Line2: DEE90B79A3D08BA504E1543078876543211234567887654 Line3: 9F0C57D8F81E518FCBD70C994A2AD781B41255C8 Line4: 1 Line5: DB274E4ADB775A0646F1DF894676C74B8F7FB7DF (Make sure not to include any space characters and that each line entered has a carriage return at the end. Nothing should have to automatically wrap around)

POC32 v2.05 : Name: LOMAX s/n: 1CTYNZU1C6SADS

POCSAG Protocol Monitor (POC32) v2.05 : Name: Lover Boy s/n: 1CTYS8Z1C6S43P

Pointix v2.02+ : Name: Steve Hsu id: 000000000000 s/n: 00000010

PointPlus v2.0 for Windows95/NT : s/n: zrs9s-0arwd

Poker Collection 1.2 : Code: 603512

PolarRAS Commercial 1.40.50 For WindowsNT: Password: NT4RRAS

Poly/PM v3.0 for OS/2 : s/n: 30A9ISCA00334299981TZF teacher s/n: ISCA003342 pupil s/n: JSCA003342

PolyCalc for OS/2 : Name: DoH Enterprises s/n: C039E5104C11888D

PolyTrans v2.0b : Run F1.exe and enter "pw362pt1924" Run Program/Start and enter "SHOWREGDLG" s/n: d00-x86-2334-c9062981 Name: Fibre Company: Pentium SOFTIMAGE SERIAL: si-e5c920e6 ACIS.SAT: sat-0a3406b4 IGES.5.3: iges-7d187b51

Polytrans v2.1H : Unlock Code: 97253zz3924 (At CD Prompt type "SHOWREGDLG") s/n: DTP-00065434301C3DB Name: SPRITE Company: PENTIUM SI#: SI-7D162DDA SAT#: SAT-82A9C2B8 IGES#: IGES-C13499D2

PolyView +v2.30+ for Windows 95 : Name: Misha [UCF] s/n: 1919124148

PolyView 2.2x WIN95 : s/n: 2531786115 Name: tHE riDDLER [uCF]

PolyView 2.x 32 Bit : Bit 2531786115

Polyview 32-bit 2.90 beta.10 : Licensee: VdR Team License #: 1079928510

Poly View 2.9 : Name: Steve Hsu s/n: 663008997

PolyView v2.90.3 : Name: Attitude Reg: 1202445366

PolyView v3.0 Beta 7 : Name: Guess Who? s/n: 3912330379

PolyView v3.0 beta 9 : Name: Versus s/n: 1407021936

PolyView v3.0 beta 12 : Name: Versus s/n: 1407021936

PolyView v3.0 Beta 13 : Name: Versus s/n: 1407021936

PolyView v3.0 Beta 14 : Name: TRPS98 s/n: 1440478284

PolyView v3.0 Beta 16 : Name: TRPS98 s/n: 1440478284

PolyView v3.0 Beta 17 : Name: RTA 98 s/n: 3288625999

PolyView v3.0 Beta 18 : Name: Swat s/n: 1177674868

Poly View v3.01 : Name: ALM DeTH s/n: 3780861857

Ponger32 v2.9 : s/n: 13001e1e171b67381b

POP3D v1.30 for OS/2 (128 users) : Name: The GuaRDiaN aNGeL s/n: 21410634 or Name: TeLLeRBoP s/n: 26396774

Pop It : popitnocrk

PopUP Ascii Artist v1.2 : Code: pop528ascb

PopUp Calender : Name: NuZiN'Pc97'RiSE s/n: 124553

PopUpFolder 2.0.1 (mac) : 13504-649669-120706

Ports of Call 2 : Name: CEPHYR TOWN: MGETOWN SER#: -761360050

Poser 1.0.1 (mac) : FM100NAZ0002026-DYVN-001

PostAgent v2.0 : s/n: 760 552 001

Postage Saver 3.5.6 : Name: WARP Key: 44909429 Code: 3714G

Poster 5.0b : 012248

Poster v5.2g : Code: 012248

Poster v5.2i : Code: 012248

Poster v5.2j : Code: 012248

Poster v5.2k : Code: 012248

Poster v5.3 : Code: 012248

Poster v5.3a : Code: 012248

Poster v5.3b : Code: 012248

Poster v5.3c : Code: 012248

Poster v5.3d : Code: 012248

POSTMAN v.1.0 : Name: (leave blank) email: (leave blank) Key: 330519272

PostMan V1.1 : Name: CORE/JES Email: GUEST@NONET.NET Key: 980551287

POSTMAN - Personal Edition Version 1.2 Build 100 win95: Name: JOYCE REYNOLDS Email: trueman77@hotmail.com s/n: 348612750

Post-It PopUp Notepad v3.0 : Name: TwinHead [TWH/UCF] s/n: 2729

PosterWorks (mac) : 1883-BKHMEAFGHI

Post Office v3.11 : s/n: 9-082473334-31337L (Unlimited Users)

Post Road Mailer v1.02 for OS/2 : s/n: 010480

Power Browser v1.51 : Name: SiraX/CORE Code: 164670565

Power Clock v3.02 Network Edition : Name: ALM DeTH [DSi] Code: PCN4323

Power Clock v3.02 Single User : Name: ALM DeTH [DSi] Code: PCS9461

Power Clock 3.04 Network License : Name: (Anything) Code: PCN4323 (100 users)

Power Clock 3.04 Single User License : Name: (Anything) Code: PCS9461

Power Control v1.0 (June release) : User ID: GCRACK Key: X1795650

Power Management v2.02 for Dos and Windows: s/n: KWW687480

Powerpacker98 V1.1 : Name: dustie of blizzard 1998 Code: 0531002F1D1D292D2B2A101

Power Play Slots v1.4 : s/n: 091305

PowerPlot/Lite v4.0 : 98HJ-YY-U762

Power PPL v2.0 : Name: The GuaRDiaN aNGeL last: G.!.$ s/n: 1883:232:1235

PowerQuest DriveImage 2 : s/n: DM201ENRCD- 193411

PowerSearch v1.0 : s/n: PS-6449-TB3

Powerstrip v2.11 Win95/NT : Name: Frederick H. Winston s/n: B6C96E6C7

Powerstrip v2.15 For Windows95/NT : Name: Frederick H. Winston s/n: B6C96E6C7

Powerstrip v2.16 For Windows95/NT : Press Alt-P Name: Frederick H. Winston s/n: B6C96E6C7

PowerStrip v2.18 for Win95/98/NT : Press Alt-P Name: Frederick H. Winston s/n: B6C96EC7

PowerStrip v2.20 for Win95/98/NT : Press Alt-P Name: Frederick H. Winston s/n: B6C96EC7

PowerStrip v2.20.01 for Win95/98/NT : Press Alt-P Name: Frederick H. Winston s/n: B6C96EC7

PowerStrip v2.21 for Win95/98/NT : Press Alt-P Name: Frederick H. Winston s/n: B6C96E6C7

PowerStrip v2.24.3 For Win95/98/NT : Press ALT-R and enter: Name: Frederick H. Winston s/n: B6C96E6C7

PowerStrip v2.24.5 For Win95/98/NT : Press ALT-R and enter: Name: Frederick H. Winston s/n: B6C96E6C7

Power Sync WS Enterprise Edition v4.0.0.2: Name: davy Company: blizzard s/n: 3921254493874284

Power Term v5.0.11 : Code: ring

Power Term v5.1.3 : Code: ring

PowerTerm 5.1.2b : Password: STEPS

PowerTone Pro v1.1 : Name: PREMiERE s/n: pwtn1297a2280a61-543

Power Translator Deluxe v1.0 (Spanish-English): s/n: PTESWD 35312

Power Translator Professional in Spanish : s/n: LSWA000881

Power Translator Spanish 1.0 (mac) : PTSMA004852

Power Translator v2.0 : s/n: PTSW013133

POWER TRANSLATOR V6.0 : s/n: PT6EU7-6.02-200-4969 Unlock Key(All files): *&$#@!%

POWER TRANSLATOR PRO v6.3 : (Hexedit BARCSRV.EXE Find: 81 7D F0 00 82 EE AC 75 28 C6) Change in: 81 7D F0 00 82 EE AC EB 00 C6 PTWIN63.EXE Find: 81 7D F0 00 82 EE AC 75 28 C6 Change in: 81 7D F0 00 82 EE AC EB 00 C6 WT32x.EXE Find: 81 7D E0 00 82 EE AC 75 28 C6 Change in: 81 7D E0 00 82 EE AC EB 00 C6

Power Translator 97 : PT6EU7-6.02-200-4964

PowerDesk : 001-16C-56728

PowerDesk for Windows 95 : s/n: 017-2244456 or s/n: 1790-11ef-9f12

PowerDrive v6.0 for Windows : s/n: U60041006398

PowerMarks v 1.2 : Name: Registered s/n: VUKS5M

PowerMerge 1.0 (mac) : PM1-002897

PowerScan 2.0.5 (mac) : Reg Seed: 6F312122

PowerStrip 2.04a : Name: Licensed Code: 7080E4C6A

PowerStrip v2.23 For Win95/98/NT : When the demo message appears, press ALT-R and enter: Name: Frederick H. Winston Code: B6C96EC7

PowerTCP ActiveX for VB4/5 : Unpack Code: trymenow s/n: 100-1234-69640

PowerTrax 1.2 (mac) : 267048 SSI-92-2031 E-34502439249 Password: PowerTrax

PowerView : 1-38620-KVEASRD

PowerWeb 98 V 1.1B 32-Bit : Name: gcrack Company: gcrack s/n: PWR-2467229882-00

PowerWeb 98 v1.2a 32-bit : Name: PREMiERE s/n: PWR-791115828-00

Power Web 98 v1.2b : Name: davy Company: blizzard s/n: PWR-674272472-00

Practica Musica : s/n: 00215052

Practica Musica 2.295 (mac) : 226835 00215052 PM220569 692878

Pragme Systems TelnetDaemon for Windows NT: User Name: DjPaul [uCF] Registration Code: 120024946820

Prairie Dog Hunt PRO 97 : Name: Steve Hsu s/n: F609

Prassi CD Right Plus V.1.1.251 : s/n: 0000200000000

Prayer Journal 98 v1.0 : Name: HiD98 Key: $F47A6C11

Prayer Journal 98 v1.1 : Name: HiD98 Key: $F47A6C11

Predator v1.4 : s/n: 9397174694214146

Prefet Screen : Name: Super User s/n: 16889311967

PreForm v1.0 from Delrina for Windows : s/n: 2201-8201-1029

Premier Code Writer v2.0c for Windows : s/n: CW020003-02929

Premiere 4.0 (mac) : PRX200100002-025-609

Premiere v1.0 for Windows : MBW100X3100970-389

PrePrint : s/n: 11-1009-200021734 or s/n: 11-1000-200027072

PrePrint 1.x (mac) : 02-0001-100000000

Present! V3.0 : Code: KED87C

Present v3.0b : Code: KED87C

PressWise (mac) : 02-000-00000

Presto! OCR Pro v.3.0 : s/n: (Anything)

PrimaSoft Address Organizer v3.00 : Name: warez s/n: 987677122-827

Primasoft Amigo-2000 v1.1 : Name: rebels s/n: 987653886-274

PrimaSoft AutoFtp v1.2 : Name: davy - blizzard s/n: 974214101-968

PrimaSoft Collectibles Organizer V3.0s : Name: SiraX/[DNG98] s/n: 955417601-204

Primasoft Inventory Organizer 3.0a : Name: JUANDA s/n: 987761225-554 or Name: PC98 s/n: 987722809-554

PrimaSoft Movie Organizer v3.0a : Name: David Borgman Code: 594088697-171

Primasoft Recipe Organizer 3.0s : Name: JUANDA s/n: 987712928-409 or Name: PC98 s/n: 987722314-409

PrimaSoft Software Organizer v2.0 : Name: TheForceTeam RegCode: 408406644-535

PrimaSoft Wine Organizer v2.0 : Name: TheForceTeam RegCode: 809802760-411

Prime 97 For Word 97 : s/n: 659300618

Primordial Life v3.16 : Name: Byteman 98 [REBELS] License: 30908

Print Artist 1500 : Name: John G Macdonald s/n: 2358595951873927

Print Central 3.0.5 (mac) : 65-3054-000915595

PrintDirect v3.0 : UserKey: 4BEWRS7 RegKey: 9BE406D59F36E38762

Print Envelopes For Windows V1.0 : Code: 775828925

PrintPRO v1.0 ActiveX : Name: MARK A LEBLANC Company: none Email: paytonjame@aol.com s/n: PPRNL103B8-PEG030000VR Code: 25CST7K

Print Que Lan v1.08 (20 users) : s/n: D701772K

Print Shop Deluxe II v3.03 : s/n: 22097

PrintScreen 95 v2.7 : s/n: 775828925

Printscreen 95 v7.0 : s/n: 216803453

PrintScreen95 v7.0 Build 12 : s/n: 216803453

PrintScreen95 v7.0 Build 13 : s/n: 216803453

Printer's Apprentice 5.7 : BTKA% Z

Printer's Apprentice 6.5a : Name: Steve Hsu s/n: BTKA% Z'

PrivateEXE v2.0a : Password: 2261PE20

Pro Backgammon 3.0 : 10117120

ProCAD PowerStation 4.5-50/4.6 : Name: blastsoft Company: blastsoft Key: 12345-12345-29250

Process ToolSet v1.0 : s/n: PTD-614-509 Key: FB09-5F96

Pro-Cite 2.02 (mac) : MP12460

ProComm Plus v1.1 for Windows : s/n: PW10467543 or s/n: PW10101913

ProComm Plus v2.0 for Dos : s/n: PP20116382 or s/n: PP20356565

ProComm Plus v2.0 for Windows : s/n: PPWU2000081467

ProComm Plus v2.01 for Dos : s/n: PP20909329

ProComm Plus v2.10 for Windows : s/n: PPWE2100077294 or s/n: PPWE2100081467

Procomm plus v2.11 for Windows : PPWE2100081467 or PPWU2100077294 or PPWU2109999999

ProComm Plus v2.11 for Windows 95 : s/n: PPWU2110000617 or s/n: PPWU2110048518

ProComm Plus v3.0 for Win95 : PPWU3000999999

ProComm Plus v3.0 for Windows 95 : s/n: PPWU3000999999 or s/n: PPWU3000165321

ProComm plus v3.0b for Windows : PPWU3000081467

Procomm Plus v4.0 for Windows 95 : s/n: PPWU4000211994 or s/n: PPWU4000151111

Procomm Plus For Win95 v4.52A : s/n: PPWU40000151112

Production Manager v3.0 : Company: (Anything) s/n: EPM3-0000-05000-G32 Logon: James Bond Password: 007

Professional Draw : s/n: 3000045840 or s/n: 3000563445

Professional Minesweeper 1.1 : s/n: 0903000

Professional Minesweeper v1.2 : Name: Versus Key: 0804000

Professional VideoPlayer for Windows 95 : s/n: 2705684811

Progenie for Korg Prophecy v1.53 : Name: drugstahman s/n: pHQpWWppsr

Programming Code Editor v.1.7 : Reg.Code: PCEDIT-06124

Program Starter v1.1 : s/n: 171269

Progress v8.2a Enterprise Server 25 users : s/n: 002226815 Control: YZER9 6QGAM 5MMYJ

Progress v8.2a Provision : s/n: 002215322 Control: X8ES9 6PE6M MMG?J

Project Analyzer V4.1 : Upgrade Code #1: Sibelius Upgrade Code #2: Ryppyotsa

Project Analyzer v4.1.09 : Key: Myrkkypullo

ProJect Manager Workbench v2.0 for Windows: s/n: 120344

Project Scheduler v6.0 : 211103207

Prokon v8.4 : Name: davy - blizzard98 s/n: 185024896

PromoSoft Spider Professional v3.8.68 : Std version: HTT576030405663 Pro version: KF8513232011453131

Promotion Help System V2.06 : Code: 110257

Pronto 96 : Name: cOPYCaT s/n: 4pf6mh8k

Protector Plus v6.5 : Name: C0R3 98 s/n: YDMJ8H8A

ProTel PCB v1.5 for Windows : s/n: 1867757877 access Code: B399-7B65

ProTel Schematic Designer v1.0 for Windows: s/n: 2001993

ProTel Schematic Designer v2.0 for Windows: s/n: 2002228 access Code: B339-7B65

ProTerm 1.0.x (mac) : Serial #: 000000347 Key: 0000015001

ProtoView ActiveX Component Suite v2.0: s/n: ACS200X-9712-23773163-4450

ProtoView DataTable V4.0 Professional : Setup1: DT400X-9712-18326927-3754 Setup2: DT400D-9712-26929785-3672

PSearch v4.4a for Dos : Name: GaRY D. [UCF] s/n: 000000138

PS Download Monitor & Timer v5.41 : s/n: 19972863

Psxvideo : Name: Steve Hsu s/n: 1VMI5JBUKD

Psychedelic Screen Saver v2.5 : s/n: 7283

Psychedelic Screen Saver 3.0 : 63827 (Registers only the SS) 64222 (Register Both the SS and the CD Spec Pro)

Psychedelic screen saver v3.6 : CD Spectrum Pro: 51095 ScreenSaver: 63827 11181 15677 For both: s/n: 64222

Psychedelic ScrSavers v3.9.971 : s/n: 64222 or s/n: 15677

Psyral Phobia v2.1c : Name: encanto ID: Pphobiauser Password: 3299115^3210111511611841

Psyral Phobia v2.3.19 : Name: PREMiERE ID: Pphobiauser Password: 3299115^3210111511611841

PTT PhoneBook dec. '94 CD-ROM : s/n: D2865

PTT PhoneBook dec. '95 CD-Rom : s/n: A7532

PTT PhoneBook sept. '94 CD-ROM : s/n: H3435

PTT PhoneBook sept. '95 CD-ROM : s/n: D7293

Publisher98 : s/n: 8112-3861226

Punch Clock v2.1 : Name: Marc Potvin s/n: PCLK-J75I5QA3R5078714

PVCS Tracker 4.01 for Windows NT : s/n: 140033

PVCS Version Manager v5.3.10 : Name: Pentium Company: Pentium s/n: 12345 Key: CRACK123

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