##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 28, 2008
 OR
 o
    
    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.
  Delaware
    
    62-1644402(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1600 E. St. Andrew Place, Santa Ana, California 92705-4931
 (714) 566-1000
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



INGRAM MICRO INC.
 INDEX
 PagesPart I.
    
    Financial InformationItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheet at June 28, 2008 and December 29, 2007
    
    
    3Consolidated Statement of Income for the thirteen and twenty-six weeks
ended June 28, 2008 and June 30, 2007
    
    
    4Consolidated Statement of Cash Flows for the twenty-six weeks
ended June 28, 2008 and June 30, 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6-17Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18-26Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4.
    
    Controls and Procedures
    
    
    26Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    26-27Item 1A.
    
    Risk Factors
    
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.
    
    Defaults Upon Senior Securities
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 5.
    
    Other Information
    
    
    28Item 6.
    
    Exhibits
    
    
    28Signatures
    
    
    29Exhibit Index
    
    
    30EXHIBIT 10.1EXHIBIT 10.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 INGRAM MICRO INC.
 
 CONSOLIDATED BALANCE SHEET
 (Dollars in 000s, except per share data)
 (Unaudited)
 June 28,
    
    
    December 29,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    747,796
    
    
    $
    579,626Trade accounts receivable (less allowances of $85,108 and $83,155)
    
    
    3,626,746
    
    
    
    4,054,824Inventories
    
    
    2,584,291
    
    
    
    2,766,148Other current assets
    
    
    457,104
    
    
    
    520,069Total current assets
    
    
    7,415,937
    
    
    
    7,920,667Property and equipment, net
    
    
    185,601
    
    
    
    181,416Goodwill
    
    
    758,323
    
    
    
    733,481Other assets
    
    
    135,677
    
    
    
    139,437Total assets
    
    $
    8,495,538
    
    
    $
    8,975,001LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,902,429
    
    
    $
    4,349,700Accrued expenses
    
    
    526,900
    
    
    
    602,295Current maturities of long-term debt
    
    
    186,671
    
    
    
    135,616Total current liabilities
    
    
    4,616,000
    
    
    
    5,087,611Long-term debt, less current maturities
    
    
    293,500
    
    
    
    387,500Other liabilities
    
    
    71,173
    
    
    
    72,948Total liabilities
    
    
    4,980,673
    
    
    
    5,548,059Commitments and contingencies (Note 12)Stockholders equity:Preferred Stock, $0.01 par value, 25,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Class A Common Stock, $0.01 par value, 500,000,000 shares
authorized; 175,267,766 and 174,243,838 shares issued and
165,878,975 and 172,942,347 shares outstanding
in 2008 and 2007, respectively
    
    
    1,753
    
    
    
    1,742Class B Common Stock, $0.01 par value, 135,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,136,179
    
    
    
    1,114,031Treasury stock, 9,388,791 and 1,301,491 shares
in 2008 and 2007, respectively
    
    
    (159,385
    )
    
    
    (25,061
    )Retained earnings
    
    
    2,198,468
    
    
    
    2,075,478Accumulated other comprehensive income
    
    
    337,850
    
    
    
    260,752Total stockholders equity
    
    
    3,514,865
    
    
    
    3,426,942Total liabilities and stockholders equity
    
    $
    8,495,538
    
    
    $
    8,975,001
  3




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INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF INCOME
 (Dollars in 000s, except per share data)
 (Unaudited)
 Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    8,816,615
    
    
    $
    8,186,071
    
    
    $
    17,393,932
    
    
    $
    16,431,775Cost of sales
    
    
    8,329,193
    
    
    
    7,743,256
    
    
    
    16,421,003
    
    
    
    15,580,188Gross profit
    
    
    487,422
    
    
    
    442,815
    
    
    
    972,929
    
    
    
    851,587Operating expenses:Selling, general and administrative
    
    
    387,578
    
    
    
    357,354
    
    
    
    773,801
    
    
    
    693,096Reorganization costs (credits)
    
    
    6,613
    
    
    
    (231
    )
    
    
    6,613
    
    
    
    (915
    )394,191
    
    
    
    357,123
    
    
    
    780,414
    
    
    
    692,181Income from operations
    
    
    93,231
    
    
    
    85,692
    
    
    
    192,515
    
    
    
    159,406Other expense (income):Interest income
    
    
    (3,717
    )
    
    
    (5,088
    )
    
    
    (7,730
    )
    
    
    (8,420
    )Interest expense
    
    
    16,236
    
    
    
    18,770
    
    
    
    33,241
    
    
    
    34,862Net foreign currency exchange loss
(gain)
    
    
    (2,692
    )
    
    
    156
    
    
    
    (3,803
    )
    
    
    105Other
    
    
    928
    
    
    
    1,309
    
    
    
    1,770
    
    
    
    3,99510,755
    
    
    
    15,147
    
    
    
    23,478
    
    
    
    30,542Income before income taxes
    
    
    82,476
    
    
    
    70,545
    
    
    
    169,037
    
    
    
    128,864Provision for income taxes
    
    
    23,541
    
    
    
    18,145
    
    
    
    46,047
    
    
    
    39,484Net income
    
    $
    58,935
    
    
    $
    52,400
    
    
    $
    122,990
    
    
    $
    89,380Basic earnings per share
    
    $
    0.35
    
    
    $
    0.31
    
    
    $
    0.73
    
    
    $
    0.52Diluted earnings per share
    
    $
    0.35
    
    
    $
    0.30
    
    
    $
    0.71
    
    
    $
    0.51
  4




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INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Dollars in 000s)
 (Unaudited)
 Twenty-six Weeks EndedJune 28,
    
    
    June 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    122,990
    
    
    $
    89,380Adjustments to reconcile net income to cash provided
by operating activities:Depreciation and amortization
    
    
    34,893
    
    
    
    30,785Stock-based compensation
    
    
    15,197
    
    
    
    19,897Excess tax benefit from stock-based compensation
    
    
    (295
    )
    
    
    (2,886
    )Noncash charges for interest and other compensation
    
    
    153
    
    
    
    212Deferred income taxes
    
    
    12,376
    
    
    
    (16,648
    )Changes in operating assets and liabilities, net of effects
of acquisitions:Changes in amounts sold under accounts receivable programs
    
    
    
    
    
    
    (68,505
    )Trade accounts receivable
    
    
    456,222
    
    
    
    (2,666
    )Inventories
    
    
    199,481
    
    
    
    377,882Other current assets
    
    
    20,620
    
    
    
    (69,240
    )Accounts payable
    
    
    (460,202
    )
    
    
    (287,237
    )Change in book overdrafts
    
    
    (12,842
    )
    
    
    29,119Accrued expenses
    
    
    (69,594
    )
    
    
    164,257Cash provided by operating activities
    
    
    318,999
    
    
    
    264,350Cash flows from investing activities:Purchases of property and equipment
    
    
    (26,018
    )
    
    
    (23,376
    )Investments in available-for-sale marketable securities
    
    
    (456
    )
    
    
    Collection of short term collateral deposits on financing arrangements
    
    
    35,000
    
    
    
    Acquisitions, net of cash acquired
    
    
    (4,249
    )
    
    
    (127,078
    )Cash provided (used) by investing activities
    
    
    4,277
    
    
    
    (150,454
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    9,605
    
    
    
    34,038Repurchase of Class A Common Stock
    
    
    (134,324
    )
    
    
    Excess tax benefit from stock-based compensation
    
    
    295
    
    
    
    2,886Net proceeds (repayments) of debt
    
    
    (41,587
    )
    
    
    72,797Cash provided (used) by financing activities
    
    
    (166,011
    )
    
    
    109,721Effect of exchange rate changes on cash and cash equivalents
    
    
    10,905
    
    
    
    1,372Increase in cash and cash equivalents
    
    
    168,170
    
    
    
    224,989Cash and cash equivalents, beginning of period
    
    
    579,626
    
    
    
    333,339Cash and cash equivalents, end of period
    
    $
    747,796
    
    
    $
    558,328
  5




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##### Table of Contents



INGRAM MICRO INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 1  Organization and Basis of Presentation
   Reclassification of Book Overdrafts
   Note 2  Share Repurchases
  6




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
  WeightedShares
    
    
    Average
    
    
    AmountRepurchased
    
    
    Price Per Share
    
    
    RepurchasedCumulative balance at December 29, 2007
    
    
    1,301,491
    
    
    $
    19.26
    
    
    $
    25,061Repurchase of shares of common stock
    
    
    8,087,300
    
    
    
    16.61
    
    
    
    134,324Cumulative balance at June 28, 2008
    
    
    9,388,791
    
    
    
    16.98
    
    
    $
    159,385
 Note 3  Earnings Per Share
   Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    58,935
    
    
    $
    52,400
    
    
    $
    122,990
    
    
    $
    89,380Weighted average shares
    
    
    166,711,820
    
    
    
    171,097,451
    
    
    
    168,976,344
    
    
    
    170,511,116Basic EPS
    
    $
    0.35
    
    
    $
    0.31
    
    
    $
    0.73
    
    
    $
    0.52Weighted average shares, including the
dilutive effect of stock-based awards
(3,527,883 and 5,486,287 for the
thirteen weeks ended June 28, 2008
and June 30, 2007, respectively, and
3,367,603 and 5,397,684 for the
twenty-six weeks ended June 28, 2008
and June 30, 2007, respectively)
    
    
    170,239,703
    
    
    
    176,583,738
    
    
    
    172,343,947
    
    
    
    175,908,800Diluted EPS
    
    $
    0.35
    
    
    $
    0.30
    
    
    $
    0.71
    
    
    $
    0.51
  7




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 4  Stock-Based Compensation
   Note 5  Comprehensive Income
  Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    58,935
    
    
    $
    52,400
    
    
    $
    122,990
    
    
    $
    89,380Changes in other comprehensive income
    
    
    561
    
    
    
    40,479
    
    
    
    77,098
    
    
    
    55,662Comprehensive income
    
    $
    59,496
    
    
    $
    92,879
    
    
    $
    200,088
    
    
    $
    145,042
  Note 6  Fair Value Measurements
  8




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
   Note 7  Goodwill and Acquisitions
  North
    
    
    
    
    
    
    Asia-
    
    
    LatinAmerica
    
    
    EMEA
    
    
    Pacific
    
    
    America
    
    
    TotalBalance at December 29, 2007
    
    $
    235,493
    
    
    $
    15,759
    
    
    $
    482,229
    
    
    $
    
    
    
    $
    733,481Acquisitions
    
    
    6,873
    
    
    
    94
    
    
    
    1,584
    
    
    
    
    
    
    
    8,551Foreign currency translation
    
    
    (27
    )
    
    
    1,144
    
    
    
    15,174
    
    
    
    
    
    
    
    16,291Balance at June 28, 2008
    
    $
    242,339
    
    
    $
    16,997
    
    
    $
    498,987
    
    
    $
    
    
    
    $
    758,323Balance at December 30, 2006
    
    $
    156,732
    
    
    $
    14,168
    
    
    $
    472,814
    
    
    $
    
    
    
    $
    643,714Acquisitions
    
    
    71,891
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,891Foreign currency translation
    
    
    75
    
    
    
    338
    
    
    
    8,412
    
    
    
    
    
    
    
    8,825Balance at June 30, 2007
    
    $
    228,698
    
    
    $
    14,506
    
    
    $
    481,226
    
    
    $
    
    
    
    $
    724,430
   9




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
    10




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
   Note 8  Reorganization and Expense-Reduction Program Costs
   Amounts Paid
    
    
    
    
    
    
    Remainingand Charged
    
    
    
    
    
    
    Liability atReorganization
    
    
    Against the
    
    
    
    
    
    
    June 28,Costs
    
    
    Liability
    
    
    Adjustments
    
    
    2008Employee termination benefits
    
    $
    7,143
    
    
    $
    (2,319
    )
    
    $
    
    
    
    $
    4,824
    11




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
  Outstanding
    
    
    Amounts Paid
    
    
    
    
    
    
    RemainingLiability at
    
    
    and Charged
    
    
    
    
    
    
    Liability atDecember 29,
    
    
    Against the
    
    
    
    
    
    
    June 30,2007
    
    
    Liability
    
    
    Adjustments
    
    
    2008Facility costs
    
    $
    3,911
    
    
    $
    (274
    )
    
    $
    (530
    )
    
    $
    3,107
   Note 9  Long-Term Debt
  June 28,
    
    
    December 29,2008
    
    
    2007North American revolving trade accounts receivable-backed
financing facilities
    
    $
    293,500
    
    
    $
    387,500Asia-Pacific revolving trade accounts receivable-backed
financing facilities
    
    
    51,217
    
    
    
    Revolving unsecured credit facilities and other debt
    
    
    135,454
    
    
    
    135,616480,171
    
    
    
    523,116Current maturities of long-term debt
    
    
    (186,671
    )
    
    
    (135,616
    )$
    293,500
    
    
    $
    387,500
   12




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 10 Income Tax
   Note 11  Segment Information
    Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales:North America:Sales to unaffiliated customers
    
    $
    3,518,983
    
    
    $
    3,301,497
    
    
    $
    6,809,164
    
    
    $
    6,584,936Intergeographic sales
    
    
    55,959
    
    
    
    58,290
    
    
    
    122,987
    
    
    
    115,985EMEA
    
    
    2,955,209
    
    
    
    2,776,867
    
    
    
    6,021,578
    
    
    
    5,824,163Asia-Pacific
    
    
    1,904,144
    
    
    
    1,764,125
    
    
    
    3,717,573
    
    
    
    3,333,290Latin America
    
    
    438,279
    
    
    
    343,582
    
    
    
    845,617
    
    
    
    689,386Elimination of intergeographic sales
    
    
    (55,959
    )
    
    
    (58,290
    )
    
    
    (122,987
    )
    
    
    (115,985
    )Total
    
    $
    8,816,615
    
    
    $
    8,186,071
    
    
    $
    17,393,932
    
    
    $
    16,431,775
 13




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Income (loss) from operations:North America
    
    $
    44,380
    
    
    $
    38,545
    
    
    $
    84,969
    
    
    $
    95,559EMEA
    
    
    15,669
    
    
    
    22,924
    
    
    
    42,448
    
    
    
    57,878Asia-Pacific
    
    
    32,699
    
    
    
    31,042
    
    
    
    65,240
    
    
    
    50,730Latin America
    
    
    7,232
    
    
    
    3,494
    
    
    
    15,055
    
    
    
    (24,864
    )Stock-based compensation expense
    
    
    (6,749
    )
    
    
    (10,313
    )
    
    
    (15,197
    )
    
    
    (19,897
    )Total
    
    $
    93,231
    
    
    $
    85,692
    
    
    $
    192,515
    
    
    $
    159,406Capital expenditures:North America
    
    $
    11,776
    
    
    $
    4,310
    
    
    $
    19,090
    
    
    $
    18,088EMEA
    
    
    1,939
    
    
    
    1,264
    
    
    
    4,185
    
    
    
    2,645Asia-Pacific
    
    
    1,202
    
    
    
    1,099
    
    
    
    2,515
    
    
    
    2,225Latin America
    
    
    178
    
    
    
    348
    
    
    
    228
    
    
    
    418Total
    
    $
    15,095
    
    
    $
    7,021
    
    
    $
    26,018
    
    
    $
    23,376Depreciation and amortization:North America
    
    $
    9,395
    
    
    $
    8,005
    
    
    $
    18,144
    
    
    $
    15,829EMEA
    
    
    4,321
    
    
    
    3,772
    
    
    
    8,532
    
    
    
    7,480Asia-Pacific
    
    
    3,782
    
    
    
    3,237
    
    
    
    7,159
    
    
    
    6,342Latin America
    
    
    505
    
    
    
    571
    
    
    
    1,058
    
    
    
    1,134Total
    
    $
    18,003
    
    
    $
    15,585
    
    
    $
    34,893
    
    
    $
    30,785
 As ofJune 28,
    
    
    December 29,2008
    
    
    2007Identifiable assets:North America
    
    $
    4,685,826
    
    
    $
    4,867,383EMEA
    
    
    2,425,711
    
    
    
    2,691,046Asia-Pacific
    
    
    940,275
    
    
    
    947,873Latin America
    
    
    443,726
    
    
    
    468,699Total
    
    $
    8,495,538
    
    
    $
    8,975,001
   14




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 12  Commitments and Contingencies
     15




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
   Note 13  New Accounting Standards
   16




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
    17




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview of Our Business
   Results of Operations
  Thirteen Weeks Ended
    
    Twenty-six Weeks EndedJune 28,
    
    June 30,
    
    June 28,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net sales by
geographic region:North America
    
    $
    3,519
    
    
    
    39.9
    %
    
    $
    3,301
    
    
    
    40.3
    %
    
    $
    6,809
    
    
    
    39.1
    %
    
    $
    6,585
    
    
    
    40.1
    %EMEA
    
    
    2,955
    
    
    
    33.5
    
    
    
    2,777
    
    
    
    33.9
    
    
    
    6,022
    
    
    
    34.6
    
    
    
    5,824
    
    
    
    35.4Asia-Pacific
    
    
    1,904
    
    
    
    21.6
    
    
    
    1,764
    
    
    
    21.6
    
    
    
    3,717
    
    
    
    21.4
    
    
    
    3,333
    
    
    
    20.3Latin America
    
    
    439
    
    
    
    5.0
    
    
    
    344
    
    
    
    4.2
    
    
    
    846
    
    
    
    4.9
    
    
    
    690
    
    
    
    4.2Total
    
    $
    8,817
    
    
    
    100.0
    %
    
    $
    8,186
    
    
    
    100.0
    %
    
    $
    17,394
    
    
    
    100.0
    %
    
    $
    16,432
    
    
    
    100.0
    %
 18




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##### Table of Contents



Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedJune 28,
    
    
    June 30,
    
    
    June 28,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Operating income (loss)
and operating margin
(loss) by geographic
region:North America
    
    $
    44.4
    
    
    
    1.3
    %
    
    $
    38.6
    
    
    
    1.2
    %
    
    $
    85.0
    
    
    
    1.2
    %
    
    $
    95.6
    
    
    
    1.5
    %EMEA
    
    
    15.7
    
    
    
    0.5
    
    
    
    22.9
    
    
    
    0.8
    
    
    
    42.4
    
    
    
    0.7
    
    
    
    57.9
    
    
    
    1.0Asia-Pacific
    
    
    32.7
    
    
    
    1.7
    
    
    
    31.0
    
    
    
    1.8
    
    
    
    65.2
    
    
    
    1.8
    
    
    
    50.7
    
    
    
    1.5Latin America
    
    
    7.2
    
    
    
    1.6
    
    
    
    3.5
    
    
    
    1.0
    
    
    
    15.1
    
    
    
    1.8
    
    
    
    (24.9
    )
    
    
    (3.6
    )Stock-based compensationexpense
    
    
    (6.8
    )
    
    
    
    
    
    
    (10.3
    )
    
    
    
    
    
    
    (15.2
    )
    
    
    
    
    
    
    (19.9
    )
    
    
    Total
    
    $
    93.2
    
    
    
    1.1
    %
    
    $
    85.7
    
    
    
    1.0
    %
    
    $
    192.5
    
    
    
    1.1
    %
    
    $
    159.4
    
    
    
    1.0
    %
    Thirteen Weeks Ended
    
    Twenty-six Weeks EndedJune 28,
    
    June 30,
    
    June 28,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    94.5
    
    
    
    94.6
    
    
    
    94.4
    
    
    
    94.8Gross profit
    
    
    5.5
    
    
    
    5.4
    
    
    
    5.6
    
    
    
    5.2Operating expenses:Selling, general and administrative
    
    
    4.4
    
    
    
    4.4
    
    
    
    4.5
    
    
    
    4.2Reorganization costs (credits)
    
    
    0.0
    
    
    
    (0.0
    )
    
    
    0.0
    
    
    
    (0.0
    )Income from operations
    
    
    1.1
    
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.0Other expense, net
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.2Income before income taxes
    
    
    1.0
    
    
    
    0.8
    
    
    
    1.0
    
    
    
    0.8Provision for income taxes
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3Net income
    
    
    0.7
    %
    
    
    0.6
    %
    
    
    0.7
    %
    
    
    0.5
    %
 19




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Results of Operations for the Thirteen Weeks Ended June 28, 2008 Compared to
Thirteen Weeks Ended June 30, 2007
     20




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Results of Operations for the Twenty-six Weeks Ended June 28, 2008 Compared to
Twenty-six Weeks Ended June 30, 2007
   21




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Quarterly Data; Seasonality
  
    
    general deterioration in economic or geopolitical conditions, including changes in
legislation or regulatory environments in which we operate;
 
    
    competitive conditions in our industry, which may impact the prices charged and terms and
conditions imposed by our suppliers and/or competitors and the prices we charge our customers,
which in turn may negatively impact our revenues and/or gross margins;
 22




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##### Table of Contents




    
    seasonal variations in the demand for our products and services, such as lower demand in Europe
during the summer months, worldwide pre-holiday stocking in the retail channel during the
September-to-December period and the seasonal increase in demand for our North American
fee-based logistics related services in the fourth quarter, which affects our operating expenses
and margins;
 
    
    changes in product mix, including impacts of targeted expansion in certain adjacent
markets;
 
    
    currency fluctuations in countries in which we operate;
 
    
    variations in our levels of excess inventory and doubtful accounts, and changes in the
terms of vendor-sponsored programs such as price protection and return rights;
 
    
    changes in the level of our operating expenses;
 
    
    the impact of acquisitions we may make;
 
    
    the impact of and possible disruption caused by reorganization actions and efforts to
improve our IT capabilities, as well as the related expenses and/or charges;
 
    
    the loss or consolidation of one or more of our major suppliers or customers;
 
    
    product supply constraints; and
 
    
    interest rate fluctuations, which may increase our borrowing costs and may influence the
willingness of customers and end-users to purchase products and services.
  Liquidity and Capital Resources
 Cash Flows
      23




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Capital Resources
        24




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25




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Covenant Compliance
  Other Matters
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  
 Part II. Other Information
 
 Item 1. Legal Proceedings
   26




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  27




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Item 4. Submission of Matters to a Vote of Security Holders
 a)
    
    The Annual Meeting of the Shareholders was held on June 4, 2008.b)
    
    The election of four directors was submitted for a vote at the Annual Meeting. The
following table lists the individuals and the number of votes cast for, against or
withheld, as well as the number of abstentions and broker non-votes, for four such
individuals elected to the Board of Directors for a term of three years set to expire at
the annual meeting of shareholders in 2011 (Mr. Atkins and Mss. Heisz, Ingram and
Levinson).
 Nominee
    
    
    
    Number of VotesHoward I. Atkins
    
    For
    
    
    143,591,094Withheld/Against
    
    
    16,667,108Abstentions and Broker Non-Votes
    
    
    N/ALeslie S. Heisz
    
    For
    
    
    151,088,398Withheld/Against
    
    
    9,169,804Abstentions and Broker Non-Votes
    
    
    N/AMartha R. Ingram
    
    For
    
    
    156,677,677Withheld/Against
    
    
    3,580,525Abstentions and Broker Non-Votes
    
    
    N/ALinda Fayne Levinson
    
    For
    
    
    144,668,100Withheld/Against
    
    
    15,590,102Abstentions and Broker Non-Votes
    
    
    N/A
 John R. Ingram, Dale R. Laurance and Gerhard Schulmeyer are continuing directors whose terms
of office expire at the annual meeting of shareholders in 2009. Orrin H. Ingram II, Michael
T. Smith, Gregory M.E. Spierkel, Joe B. Wyatt are continuing directors whose terms of office
expire at the annual meeting of shareholders in 2010.c)
    
    At the Annual Meeting, the proposal on amendment and restatement of the Ingram Micro Inc.
2003 Equity Incentive Plan was approved and received the following votes:
 For Against Abstain Broker Non-Votes
 At the Annual Meeting, the proposal on amendment and restatement of the Executive Incentive
Plan was approved and received the following votes:
 For Against Abstain Broker Non-Votes
 At the Annual Meeting, the proposal on ratification of selection of PricewaterhouseCoopers
LLP as Ingram Micros independent registered public accounting firm for the current year was
approved and received the following votes:
 For Against Abstain Broker Non-Votes
 
 Item 5. Other Information
  
 Item 6. Exhibits
 No.
    
    Description10.1
    
    Amended and Restated 2003 Equity Incentive Plan10.2
    
    2008 Executive Incentive Plan31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (SOX)31.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of SOX32.1
    
    Certification by Principal Executive Officer pursuant to Section 906 of SOX32.2
    
    Certification by Principal Financial Officer pursuant to Section 906 of SOX
 28




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Signatures
  INGRAM MICRO INC.By:
Name:
    
    /s/ William D. Humes

William D. HumesTitle:
    
    Executive Vice President andChief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)
  29




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EXHIBIT INDEX
 No.
    
    Description10.1
    
    Amended and Restated 2003 Equity Incentive Plan10.2
    
    2008 Executive Incentive Plan31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (SOX)31.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of SOX32.1
    
    Certification by Principal Executive Officer pursuant to Section 906 of SOX32.2
    
    Certification by Principal Financial Officer pursuant to Section 906 of SOX
 30