##### 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 September 27, 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
    
    (I.R.S. Employerincorporation or organization)
    
    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
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




---



##### 



INGRAM MICRO INC.
 INDEX
 PagesPart I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheet at September 27, 2008 and December 29, 2007
    
    
    3Consolidated Statement of Income for the thirteen and thirty-nine weeks
ended September 27, 2008 and September 29, 2007
    
    
    4Consolidated Statement of Cash Flows for the thirty-nine weeks
ended September 27, 2008 and September 29, 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6-18Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    19-27Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27Part II. Other InformationItem 1. Legal Proceedings
    
    
    28-29Item 1A. Risk Factors
    
    
    29-36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    37Item 5. Other Information
    
    
    37Item 6. Exhibits
    
    
    37Signatures
    
    
    38Exhibit Index
    
    
    39EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### 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)
 September 27,
    
    
    December 29,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    807,238
    
    
    $
    579,626Trade accounts receivable (less allowances of $80,572 and $83,155)
    
    
    3,290,346
    
    
    
    4,054,824Inventories
    
    
    2,531,545
    
    
    
    2,766,148Other current assets
    
    
    434,616
    
    
    
    520,069Total current assets
    
    
    7,063,745
    
    
    
    7,920,667Property and equipment, net
    
    
    184,138
    
    
    
    181,416Goodwill
    
    
    744,824
    
    
    
    733,481Other assets
    
    
    127,745
    
    
    
    139,437Total assets
    
    $
    8,120,452
    
    
    $
    8,975,001LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,693,305
    
    
    $
    4,349,700Accrued expenses
    
    
    479,581
    
    
    
    602,295Current maturities of long-term debt
    
    
    98,199
    
    
    
    135,616Total current liabilities
    
    
    4,271,085
    
    
    
    5,087,611Long-term debt, less current maturities
    
    
    359,400
    
    
    
    387,500Other liabilities
    
    
    68,680
    
    
    
    72,948Total liabilities
    
    
    4,699,165
    
    
    
    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; 176,203,747 and 174,243,838 shares issued and
164,845,956 and 172,942,347 shares outstanding
in 2008 and 2007, respectively
    
    
    1,762
    
    
    
    1,742Class B Common Stock, $0.01 par value, 135,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,150,173
    
    
    
    1,114,031Treasury stock, 11,357,791 and 1,301,491 shares
in 2008 and 2007, respectively
    
    
    (194,184
    )
    
    
    (25,061
    )Retained earnings
    
    
    2,244,842
    
    
    
    2,075,478Accumulated other comprehensive income
    
    
    218,694
    
    
    
    260,752Total stockholders equity
    
    
    3,421,287
    
    
    
    3,426,942Total liabilities and stockholders equity
    
    $
    8,120,452
    
    
    $
    8,975,001
  3




---



##### Table of Contents



INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF INCOME
 (Dollars in 000s, except per share data)
 (Unaudited)
 Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    8,283,703
    
    
    $
    8,607,877
    
    
    $
    25,677,635
    
    
    $
    25,039,652Cost of sales
    
    
    7,830,847
    
    
    
    8,132,940
    
    
    
    24,251,850
    
    
    
    23,713,128Gross profit
    
    
    452,856
    
    
    
    474,937
    
    
    
    1,425,785
    
    
    
    1,326,524Operating expenses:Selling, general and administrative
    
    
    376,784
    
    
    
    364,136
    
    
    
    1,150,585
    
    
    
    1,057,232Reorganization costs (credits)
    
    
    3,614
    
    
    
    (176
    )
    
    
    10,227
    
    
    
    (1,091
    )380,398
    
    
    
    363,960
    
    
    
    1,160,812
    
    
    
    1,056,141Income from operations
    
    
    72,458
    
    
    
    110,977
    
    
    
    264,973
    
    
    
    270,383Other expense (income):Interest income
    
    
    (5,949
    )
    
    
    (6,908
    )
    
    
    (13,680
    )
    
    
    (15,328
    )Interest expense
    
    
    15,647
    
    
    
    18,120
    
    
    
    48,889
    
    
    
    52,982Net foreign currency exchange loss
(gain)
    
    
    1,673
    
    
    
    75
    
    
    
    (2,130
    )
    
    
    179Other
    
    
    797
    
    
    
    1,174
    
    
    
    2,567
    
    
    
    5,17012,168
    
    
    
    12,461
    
    
    
    35,646
    
    
    
    43,003Income before income taxes
    
    
    60,290
    
    
    
    98,516
    
    
    
    229,327
    
    
    
    227,380Provision for income taxes
    
    
    13,916
    
    
    
    26,106
    
    
    
    59,963
    
    
    
    65,590Net income
    
    $
    46,374
    
    
    $
    72,410
    
    
    $
    169,364
    
    
    $
    161,790Basic earnings per share
    
    $
    0.28
    
    
    $
    0.42
    
    
    $
    1.01
    
    
    $
    0.95Diluted earnings per share
    
    $
    0.27
    
    
    $
    0.41
    
    
    $
    0.99
    
    
    $
    0.92
  4




---



##### Table of Contents



INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Dollars in 000s)
 (Unaudited)
 Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    169,364
    
    
    $
    161,790Adjustments to reconcile net income to cash provided
by operating activities:Depreciation and amortization
    
    
    52,339
    
    
    
    46,762Stock-based compensation
    
    
    15,529
    
    
    
    28,312Excess tax benefit from stock-based compensation
    
    
    (1,378
    )
    
    
    (3,459
    )Noncash charges for interest and other compensation
    
    
    260
    
    
    
    321Deferred income taxes
    
    
    13,318
    
    
    
    (32,010
    )Changes in operating assets and liabilities, net of effects
of acquisitions:Changes in amounts sold under accounts receivable programs
    
    
    
    
    
    
    (68,505
    )Trade accounts receivable
    
    
    763,896
    
    
    
    (205,186
    )Inventories
    
    
    234,695
    
    
    
    62,421Other current assets
    
    
    39,571
    
    
    
    (64,722
    )Accounts payable
    
    
    (642,445
    )
    
    
    131,878Change in book overdrafts
    
    
    (13,812
    )
    
    
    (288
    )Accrued expenses
    
    
    (137,293
    )
    
    
    182,188Cash provided by operating activities
    
    
    494,044
    
    
    
    239,502Cash flows from investing activities:Purchases of property and equipment
    
    
    (44,392
    )
    
    
    (34,527
    )Increase in marketable securities
    
    
    (1,895
    )
    
    
    Collection of collateral deposits on financing arrangements
    
    
    35,000
    
    
    
    Acquisitions, net of cash acquired
    
    
    (4,249
    )
    
    
    (127,078
    )Cash used by investing activities
    
    
    (15,536
    )
    
    
    (161,605
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    23,028
    
    
    
    41,715Repurchase of Class A Common Stock
    
    
    (169,123
    )
    
    
    Excess tax benefit from stock-based compensation
    
    
    1,378
    
    
    
    3,459Proceeds from senior term loan
    
    
    250,000
    
    
    
    Net proceeds (repayments) of debt
    
    
    (315,868
    )
    
    
    104,063Cash provided (used) by financing activities
    
    
    (210,585
    )
    
    
    149,237Effect of exchange rate changes on cash and cash equivalents
    
    
    (40,311
    )
    
    
    19,306Increase in cash and cash equivalents
    
    
    227,612
    
    
    
    246,440Cash and cash equivalents, beginning of period
    
    
    579,626
    
    
    
    333,339Cash and cash equivalents, end of period
    
    $
    807,238
    
    
    $
    579,779
  5




---



##### 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




---



##### Table of Contents



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
    
    
    $
    25,061Repurchased shares of common stock
    
    
    10,056,300
    
    
    
    16.82
    
    
    
    169,123Cumulative balance at September 27, 2008
    
    
    11,357,791
    
    
    
    17.10
    
    
    $
    194,184
 Note 3  Earnings Per Share
   Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    46,374
    
    
    $
    72,410
    
    
    $
    169,364
    
    
    $
    161,790Weighted average shares
    
    
    165,408,159
    
    
    
    172,302,115
    
    
    
    167,798,623
    
    
    
    171,116,206Basic EPS
    
    $
    0.28
    
    
    $
    0.42
    
    
    $
    1.01
    
    
    $
    0.95Weighted average shares, including the
dilutive effect of stock-based awards
(3,931,922 and 5,231,506 for the
thirteen weeks ended September 27, 2008
and September 29, 2007, respectively,
and 3,463,357 and 5,357,214 for the
thirty-nine weeks ended September 27, 2008
and September 29, 2007, respectively)
    
    
    169,340,081
    
    
    
    177,533,621
    
    
    
    171,261,980
    
    
    
    176,473,420Diluted EPS
    
    $
    0.27
    
    
    $
    0.41
    
    
    $
    0.99
    
    
    $
    0.92
  7




---



##### Table of Contents



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 (Loss)
  Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    46,374
    
    
    $
    72,410
    
    
    $
    169,364
    
    
    $
    161,790Changes in other comprehensive income (loss)
    
    
    (119,156
    )
    
    
    63,233
    
    
    
    (42,058
    )
    
    
    118,895Comprehensive income (loss)
    
    $
    (72,782
    )
    
    $
    135,643
    
    
    $
    127,306
    
    
    $
    280,685
  8




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 6  Fair Value Measurements
  Level 1 
  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
    
    
    (47
    )
    
    
    (80
    )
    
    
    2,919
    
    
    
    
    
    
    
    2,792Balance at September 27, 2008
    
    $
    242,319
    
    
    $
    15,773
    
    
    $
    486,732
    
    
    $
    
    
    
    $
    744,824Balance at December 30, 2006
    
    $
    156,732
    
    
    $
    14,168
    
    
    $
    472,814
    
    
    $
    
    
    
    $
    643,714Acquisitions
    
    
    74,786
    
    
    
    
    
    
    
    (209
    )
    
    
    
    
    
    
    74,577Foreign currency translation
    
    
    139
    
    
    
    1,066
    
    
    
    13,541
    
    
    
    
    
    
    
    14,746Balance at September 29, 2007
    
    $
    231,657
    
    
    $
    15,234
    
    
    $
    486,146
    
    
    $
    
    
    
    $
    733,037
  9




---



##### Table of Contents



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




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
     Note 8  Reorganization and Expense-Reduction Program Costs
  11




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
  Amounts Paid
    
    
    
    
    
    
    Remainingand Charged
    
    
    
    
    
    
    Liability atReorganization
    
    
    Against the
    
    
    
    
    
    
    September 27,Costs
    
    
    Liability
    
    
    Adjustments
    
    
    2008Employee termination benefits
    
    $
    10,457
    
    
    $
    (4,982
    )
    
    $
    
    
    
    $
    5,475Other costs
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    300$
    10,757
    
    
    $
    (4,982
    )
    
    $
    
    
    
    $
    5,775
     Outstanding
    
    
    Amounts Paid
    
    
    
    
    
    
    RemainingLiability at
    
    
    and Charged
    
    
    
    
    
    
    Liability atDecember 29,
    
    
    Against the
    
    
    
    
    
    
    September 27,2007
    
    
    Liability
    
    
    Adjustments
    
    
    2008Facility costs
    
    $
    3,912
    
    
    $
    (587
    )
    
    $
    (530
    )
    
    $
    2,795
   12




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 9  Long-Term Debt
  September 27,
    
    
    December 29,2008
    
    
    2007North American revolving trade accounts receivable-backed
financing facilities
    
    $
    109,400
    
    
    $
    387,500Senior unsecured term loan facility
    
    
    250,000
    
    
    
    Revolving unsecured credit facilities and other debt
    
    
    98,199
    
    
    
    135,616457,599
    
    
    
    523,116Current maturities of long-term debt
    
    
    (98,199
    )
    
    
    (135,616
    )$
    359,400
    
    
    $
    387,500
     13




---



##### 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
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales:North America
    
    $
    3,586,467
    
    
    $
    3,504,591
    
    
    $
    10,395,631
    
    
    $
    10,089,526EMEA
    
    
    2,567,126
    
    
    
    2,864,312
    
    
    
    8,588,704
    
    
    
    8,688,475Asia-Pacific
    
    
    1,699,842
    
    
    
    1,857,303
    
    
    
    5,417,415
    
    
    
    5,190,594Latin America
    
    
    430,268
    
    
    
    381,671
    
    
    
    1,275,885
    
    
    
    1,071,057Total
    
    $
    8,283,703
    
    
    $
    8,607,877
    
    
    $
    25,677,635
    
    
    $
    25,039,652
 14




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Income (loss) from operations:North America
    
    $
    45,525
    
    
    $
    55,382
    
    
    $
    130,495
    
    
    $
    150,941EMEA
    
    
    (4,689
    )
    
    
    28,990
    
    
    
    37,759
    
    
    
    86,868Asia-Pacific
    
    
    25,346
    
    
    
    30,649
    
    
    
    90,586
    
    
    
    81,379Latin America
    
    
    6,607
    
    
    
    4,371
    
    
    
    21,662
    
    
    
    (20,493
    )Stock-based compensation expense
    
    
    (331
    )
    
    
    (8,415
    )
    
    
    (15,529
    )
    
    
    (28,312
    )Total
    
    $
    72,458
    
    
    $
    110,977
    
    
    $
    264,973
    
    
    $
    270,383Capital expenditures:North America
    
    $
    10,334
    
    
    $
    7,466
    
    
    $
    29,424
    
    
    $
    25,554EMEA
    
    
    7,269
    
    
    
    1,544
    
    
    
    11,454
    
    
    
    4,189Asia-Pacific
    
    
    547
    
    
    
    1,558
    
    
    
    3,062
    
    
    
    3,783Latin America
    
    
    224
    
    
    
    583
    
    
    
    452
    
    
    
    1,001Total
    
    $
    18,374
    
    
    $
    11,151
    
    
    $
    44,392
    
    
    $
    34,527Depreciation and amortization:North America
    
    $
    9,417
    
    
    $
    8,551
    
    
    $
    27,561
    
    
    $
    24,380EMEA
    
    
    4,175
    
    
    
    3,784
    
    
    
    12,708
    
    
    
    11,264Asia-Pacific
    
    
    3,346
    
    
    
    3,068
    
    
    
    10,505
    
    
    
    9,410Latin America
    
    
    507
    
    
    
    574
    
    
    
    1,565
    
    
    
    1,708Total
    
    $
    17,445
    
    
    $
    15,977
    
    
    $
    52,339
    
    
    $
    46,762
 As ofSeptember 27,
    
    
    December 29,2008
    
    
    2007Identifiable assets:North America
    
    $
    4,761,871
    
    
    $
    4,867,383EMEA
    
    
    2,273,859
    
    
    
    2,691,046Asia-Pacific
    
    
    674,348
    
    
    
    947,873Latin America
    
    
    410,374
    
    
    
    468,699Total
    
    $
    8,120,452
    
    
    $
    8,975,001
   15




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 12  Commitments and Contingencies
     16




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
   Note 13  New Accounting Standards
    17




---



##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
    18




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview of Our Business
   Results of Operations
  Thirteen Weeks Ended
    
    Thirty-nine Weeks EndedSeptember 27,
    
    September 29,
    
    September 27,
    
    September 29,2008
    
    2007
    
    2008
    
    2007Net sales by
geographic region:North America
    
    $
    3,587
    
    
    
    43.3
    %
    
    $
    3,505
    
    
    
    40.7
    %
    
    $
    10,396
    
    
    
    40.5
    %
    
    $
    10,090
    
    
    
    40.3
    %EMEA
    
    
    2,567
    
    
    
    31.0
    
    
    
    2,864
    
    
    
    33.3
    
    
    
    8,589
    
    
    
    33.4
    
    
    
    8,688
    
    
    
    34.7Asia-Pacific
    
    
    1,700
    
    
    
    20.5
    
    
    
    1,857
    
    
    
    21.6
    
    
    
    5,417
    
    
    
    21.1
    
    
    
    5,191
    
    
    
    20.7Latin America
    
    
    430
    
    
    
    5.2
    
    
    
    382
    
    
    
    4.4
    
    
    
    1,276
    
    
    
    5.0
    
    
    
    1,071
    
    
    
    4.3Total
    
    $
    8,284
    
    
    
    100.0
    %
    
    $
    8,608
    
    
    
    100.0
    %
    
    $
    25,678
    
    
    
    100.0
    %
    
    $
    25,040
    
    
    
    100.0
    %
 19




---



##### Table of Contents



Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Operating income (loss)
and operating margin
(loss) by geographic
region:North America
    
    $
    45.5
    
    
    
    1.3
    %
    
    $
    55.4
    
    
    
    1.6
    %
    
    $
    130.5
    
    
    
    1.3
    %
    
    $
    150.9
    
    
    
    1.5
    %EMEA
    
    
    (4.7
    )
    
    
    (0.2
    )
    
    
    29.0
    
    
    
    1.0
    
    
    
    37.7
    
    
    
    0.4
    
    
    
    86.9
    
    
    
    1.0Asia-Pacific
    
    
    25.4
    
    
    
    1.5
    
    
    
    30.6
    
    
    
    1.7
    
    
    
    90.6
    
    
    
    1.7
    
    
    
    81.4
    
    
    
    1.6Latin America
    
    
    6.6
    
    
    
    1.5
    
    
    
    4.4
    
    
    
    1.1
    
    
    
    21.7
    
    
    
    1.7
    
    
    
    (20.5
    )
    
    
    (1.9
    )Stock-based 
compensation  expense
    
    
    (0.3
    )
    
    
    
    
    
    
    (8.4
    )
    
    
    
    
    
    
    (15.5
    )
    
    
    
    
    
    
    (28.3
    )
    
    
    Total
    
    $
    72.5
    
    
    
    0.9
    %
    
    $
    111.0
    
    
    
    1.3
    %
    
    $
    265.0
    
    
    
    1.0
    %
    
    $
    270.4
    
    
    
    1.1
    %
    Thirteen Weeks Ended
    
    Thirty-nine Weeks EndedSeptember 27,
    
    September 29,
    
    September 27,
    
    September 29,2008
    
    2007
    
    2008
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    94.5
    
    
    
    94.5
    
    
    
    94.5
    
    
    
    94.7Gross profit
    
    
    5.5
    
    
    
    5.5
    
    
    
    5.5
    
    
    
    5.3Operating expenses:Selling, general and administrative
    
    
    4.5
    
    
    
    4.2
    
    
    
    4.4
    
    
    
    4.2Reorganization costs (credits)
    
    
    0.1
    
    
    
    (0.0
    )
    
    
    0.1
    
    
    
    (0.0
    )Income from operations
    
    
    0.9
    
    
    
    1.3
    
    
    
    1.0
    
    
    
    1.1Other expense, net
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.2Income before income taxes
    
    
    0.8
    
    
    
    1.1
    
    
    
    0.9
    
    
    
    0.9Provision for income taxes
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.3Net income
    
    
    0.6
    %
    
    
    0.8
    %
    
    
    0.7
    %
    
    
    0.6
    %
 Results of Operations for the Thirteen Weeks Ended September 27, 2008 Compared to
Thirteen Weeks Ended September 29, 2007
  20




---



##### Table of Contents



21




---



##### Table of Contents



Results of Operations for the Thirty-nine Weeks Ended September 27, 2008 Compared to
Thirty-nine Weeks Ended September 29, 2007
   22




---



##### Table of Contents



23




---



##### Table of Contents



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;
 
    
    seasonal variations in the demand for our products and services, which historically have
included 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 entry or expansion into new markets, as well as the exit
or retraction of certain business;
 
    
    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;
 
    
    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 occurrence of unexpected events or the resolution of
existing uncertainties, including but not limited to, litigation,
regulatory matters, or uncertain tax positions;
 
    
    the loss or consolidation of one or more of our major suppliers or customers;
 
    
    product supply constraints; and
 
    
    interest rate fluctuations and/or credit market volatility, which may increase our
borrowing costs and may influence the willingness or ability of customers and end-users to
purchase products and services.
  Liquidity and Capital Resources
 Cash Flows
    24




---



##### Table of Contents



Capital Resources
     25




---



##### Table of Contents



26




---



##### Table of Contents



Covenant Compliance
  Other Matters
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  27




---



##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
     28




---



##### Table of Contents



Item 1A. Risk Factors
 CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE
HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
    
    
    speeches and calls with market analysts;
    
    conferences, meetings and calls with investors and potential investors in our securities; and
    
    other meetings and conferences.
   29




---



##### Table of Contents



Difficult conditions in the global economy in general have affected our business and results
of operations and these conditions are not expected to improve in the near future and may worsen.
   Changes in our credit rating or other market factors, such as continued adverse capital and
credit market conditions, may significantly affect our ability to meet liquidity needs through
reduced access to capital, or it may increase our costs of borrowing.
  30




---



##### Table of Contents



Our failure to adequately adapt to economic and industry changes and to manage prolonged
contractions could negatively impact our future operating results.
 If our business does not perform well, we may be required to recognize an impairment of our
goodwill or other long-lived assets or to establish a valuation allowance against our otherwise
realizable deferred income tax assets, which could adversely affect our results of operations or
financial condition.
  We continually experience intense competition across all markets for our products and
services, which may intensify in a more difficult global economy.
 31




---



##### Table of Contents



We operate a global business that exposes us to risks associated with international
activities.
  We have made and expect to continue to make investments in new business strategies and
initiatives, including acquisitions and continued enhancements to information systems, process and
procedures and infrastructure on a global basis, which could disrupt our business and have an
adverse effect on our operating results.
 We are dependent on a variety of information systems and a failure of these systems could
disrupt our business and harm our reputation and net sales.
  32




---



##### Table of Contents



Terminations of a supply or services agreement or a significant change in supplier terms or
conditions of sale could negatively affect our operating margins, revenue or the level of capital
required to fund our operations.
   Changes in, or interpretations of, tax rules and regulations may adversely affect our
effective income tax rates or operating margins and we may be required to pay additional tax
assessments.
  33




---



##### Table of Contents



We cannot predict what loss we might incur as a result of the SEC inquiry we have received as
well as other litigation matters and contingencies that we may be involved with from time to time.
  We may incur material litigation, regulatory or operational costs or expenses, and may be
frustrated in our marketing efforts, as a result of new environmental regulations or private
intellectual property enforcement disputes.
 Future terrorist or military actions could result in disruption to our operations or loss of
assets in certain markets or globally.
 Failure to retain and recruit key personnel would harm our ability to meet key objectives.
 34




---



##### Table of Contents



We face a variety of risks with outsourcing arrangements.
 Changes in accounting rules could adversely affect our future operating results.
 Our quarterly results have fluctuated significantly.
 
    
    general deterioration in economic or geopolitical conditions, including
changes in legislation and 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;
    
    seasonal variations in the demand for our products and services, which
historically have included 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 entry or expansion into new markets, as
well as the exit or retraction of certain business;
    
    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;
    
    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 loss or consolidation of one or more of our major suppliers or customers;
    
    product supply constraints; and
    
    interest rate fluctuations and/or credit market volatility, which may
increase our borrowing costs and may influence the willingness or ability of
customers and end-users to purchase products and services.
 35




---



##### Table of Contents



We are dependent on third-party shipping companies for the delivery of our products.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     Issuer Purchases of Equity SecuritiesApproximateTotal Number
    
    Dollar Valueof Shares
    
    of Shares thatTotal
    
    
    
    
    
    Purchased as
    
    May Yet BeNumber
    
    Average
    
    Part of Publicly
    
    Purchasedof Shares
    
    Price Paid
    
    Announced
    
    Under theFiscal Month Period
    
    Purchased
    
    Per Share
    
    Program (1)
    
    ProgramNovember 3  November 23, 2007
    
    
    482,300
    
    
    $
    19.67
    
    
    
    482,300
    
    
    $
    290,511,389November 24  December 29, 2007
    
    
    819,191
    
    
    
    19.01
    
    
    
    1,301,491
    
    
    
    274,939,364December 30  January 26, 2008
    
    
    735,300
    
    
    
    17.24
    
    
    
    2,036,791
    
    
    
    262,260,268January 27  February 23, 2008
    
    
    1,566,000
    
    
    
    16.77
    
    
    
    3,602,791
    
    
    
    236,000,236February 24  March 29, 2008
    
    
    2,996,200
    
    
    
    15.91
    
    
    
    6,598,991
    
    
    
    188,345,086March 30  April 26, 2008
    
    
    908,700
    
    
    
    16.22
    
    
    
    7,507,691
    
    
    
    173,601,428April 27  May 24, 2008
    
    
    1,466,900
    
    
    
    17.38
    
    
    
    8,974,591
    
    
    
    148,100,170May 25  June 28, 2008
    
    
    414,200
    
    
    
    18.07
    
    
    
    9,388,791
    
    
    
    140,615,982June 29  July 26, 2008
    
    
    751,700
    
    
    
    17.33
    
    
    
    10,140,491
    
    
    
    127,586,785July 27  August 23, 2008
    
    
    338,700
    
    
    
    18.79
    
    
    
    10,479,191
    
    
    
    121,222,789August 24  September 27, 2008
    
    
    878,600
    
    
    
    17.54
    
    
    
    11,357,791
    
    
    
    105,815,808
  
 (1)
    
    The Company has, and may continue from time to time, to effect open market purchases
during open trading periods and open market purchases through 10b5-1 plans, which allows a
company to repurchase its shares at times when it otherwise might be prevented from doing so
under insider trading laws or because of self-imposed trading blackout periods. 36




---



##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 No.
    
    Description31.1
    
    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
 37




---



##### Table of Contents



Signatures
  INGRAM MICRO INC.By:
    
    /s/ William D. HumesName:
    
    William D. HumesTitle:
    
    Executive Vice President and 
Chief Financial Officer(Principal Financial Officer and
Principal Accounting Officer)
  38




---



##### Table of Contents



EXHIBIT INDEX
 No.
    
    Description31.1
    
    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
 39