##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
 ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 3, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For 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
    Incorporation or Organization)

(I.R.S.  Employer
    Identification No.)   1600 E. ST. ANDREW PLACE, SANTA ANA, CALIFORNIA
    92705
 (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:
  Title of Each Class:

Name of Each Exchange on Which Registered:Class A Common Stock,

New York Stock ExchangePar Value $.01 Per Share   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    Accelerated
    Filer  þ
    Accelerated
    Filer  o
    Non-Accelerated Filer
    Smaller
    Reporting
    Company  o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:
  Form 10-K.




---



##### Table of Contents





TABLE
    OF CONTENTS
  PART I


1ITEM 1. BUSINESS


1Introduction


1History


1Industry


1Company Strengths


2Customers


5Sales and Marketing


5Products


6Services


6Suppliers


7Competition


7Seasonality


8Inventory Management


8Trademarks and Service Marks


9Employees


9Available Information


9Executive Officers of the Company


9ITEM 1A. RISK FACTORS


12CAUTIONARY STATEMENTS FOR PURPOSES OF THE
    SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
    LITIGATION REFORM ACT OF 1995


12ITEM 1B. UNRESOLVED STAFF COMMENTS


20ITEM 2.  PROPERTIES


20ITEM 3.  LEGAL PROCEEDINGS


20ITEM 4.  SUBMISSION OF MATTERS TO
    A VOTE OF SECURITY HOLDERS


21PART II


22ITEM 5.  MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


22ITEM 6.  SELECTED FINANCIAL
    DATA


24ITEM 7.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


25ITEM 7A. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


42ITEM 8.  FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


43ITEM 9.  CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


76ITEM 9A. CONTROLS AND PROCEDURES


76ITEM 9B. OTHER INFORMATION


76PART III


77 i




---



##### Table of Contents



PART IV


77ITEM 15. EXHIBITS AND FINANCIAL
    STATEMENT SCHEDULES


77(a) 1. Financial Statements


77(a) 2. Financial Statement Schedules


77(a) 3. List of Exhibits


77SIGNATURES


80CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 302)CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 302)CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 906)CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 906)Exhibit 10.6Exhibit 10.9EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   ii




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS   Introduction   History  Asia-Pacific.
 Industry  and/or
 1




---



##### Table of Contents



Company
    Strengths    
    Strong Working Capital Management and a Solid Financial
    Position.  We have consistently demonstrated
    strong working capital management regardless of economic
    conditions. In particular, we have maintained a strong focus on
    optimizing our investment in inventory, while preserving
    customer fill rates and service levels. We have maintained our
    inventory days on hand at a stable range for the last seven
    years as a result of our focused and sustainable initiatives
    towards minimizing excess and obsolete goods while improving our
    purchasing processes and product flow. Furthermore, we continue
    to manage our accounts receivable through timely collections,
    credit limit setting, customer terms and process efficiencies to
    minimize our working capital requirements. Our conservative
    stance on capital management, as well as our diversified
    portfolio of capital resources, improves our position in the
    tighter credit markets. Our financial strength enables us to
    provide valuable credit to our customers, employing a
    disciplined approach to account management and credit
    worthiness. We also believe that we are well-positioned to
    support our growth initiatives in our IT distribution business
    and invest in incremental profitable growth opportunities.
    Finally, we believe our solid financial position provides us
    with a competitive advantage as a reliable, long-term business
    partner for our supplier and reseller partners.
    Continuous Focus on Optimizing
    Productivity.  We continue to seek ways to
    improve our processes and streamline our business model, while
    refining our cost structure to respond to changes in market
    demand. During 2008, we streamlined our European operations and
    made targeted headcount reductions in North America, EMEA
    and Asia-Pacific. We continue to incorporate cost-savings
    measures in all business processes. We leverage our IT systems
    and warehouse locations to support custom shipment requirements,
    and by optimizing delivery methodologies, we deliver faster,
    while reducing shipping costs. We remain focused on ensuring
    that our catalog includes the products most desired by our
    customers, optimizing inventory management, realizing higher
    margin opportunities, and developing merchandising and pricing
    strategies that produce enhanced business results. In order to
    fully leverage our global operation, we make continuous
    investments in our IT infrastructure and streamline and
    standardize business processes to drive efficiency and provide
    best-in-class
    quality in our processes and systems throughout the world.
    Business Diversification.  Our ability
    to execute on new initiatives and adapt to new business models
    provides a competitive advantage by allowing us to overcome the
    risks, volatility and demand fluctuations in a single market,
    vendor or product segment.  
    Products.  Based on publicly available
    information, we believe we offer the largest breadth of products
    in the IT industry. Our broad base of products allows us to
    better serve our customers, as well as mitigate risk. Our broad
    line card, or catalog of product offerings, makes us less
    vulnerable to market dynamics or actions by any one vendor or
    segment, or volatility in market demand in specific product
    lines. We continuously focus on refreshing our business with
    new, high-potential products and services. We are focused on
    moving deeper into new adjacent product categories and
    globalizing our efforts. Recent 2




---



##### Table of Contents



acquisitions in the AIDC/POS market have strengthened our
    presence in this adjacent product space and positioned Ingram
    Micro as the only global distributor of AIDC/POS products. We
    remain focused on expansion in the mobile convergence market and
    on building security solutions. Our diversification in product
    and customer segments extends market opportunities for our
    vendors and has been a factor in our receiving exclusive
    authorization from certain vendors that are rationalizing their
    channel strategy in response to the economy. We enable reseller
    partners to sell and support complex infrastructure solutions
    and effectively compete against large systems integrators
    through our Infrastructure Technology Solutions Division in
    North America and similar groups in other regions. Product line
    expansion in this business segment has been focused on products
    and solutions that bring higher productivity to our partners,
    such as affordable virtualization solutions and storage
    offerings. The economic downturn has been especially pronounced
    in the consumer segment where we continue to explore ways to
    profitably grow our CE business. For example, IM Australia added
    a consumer and home office division to expand the addressable
    market for its IT resellers. In support of our strategy to
    diversify revenue streams and expand addressable markets, we
    continue to execute on our private label business under the V7
    brand, with a focus on computer accessories, peripherals and
    supplies distributed in 30 countries. Overall, we believe that
    our diversified product portfolio will provide a solid platform
    for growth while softening the impact of lower demand in
    specific categories.  
    Services.  IT Services is one of the
    fastest-growing and highest gross margin segments of IT
    spending. Ingram Micro is intent on building its service
    offerings which will enhance our gross margin profile with no
    inventory risk while allowing us to bring additional value to
    our customers and become more connected to our resellers
    end-user customers. Ingram Micro Services Division (North
    America) continues to build its industry-leading managed and
    professional services delivery engine, branded
    Seismic. Managed services utilize application and
    technology tools to more effectively and efficiently manage an
    end-users IT environment while affording the solution
    provider significant remote capabilities, service efficiencies
    and corresponding improvement in profitability. These services
    tend to be infrastructure-intensive and would burden service
    providers with investments in data centers and large server
    installations were they to deploy the services independently.      
    Customers.  Our focus on diversification
    extends to the wide-ranging customers we serve in each of our
    regions. Our customer segments are distinguished by the
    end-users they serve and the types of products and services they
    provide. The small-to-medium sized business (SMB)
    customer segment is generally one of the largest segments of the
    IT market in terms of revenue, and typically provides higher
    gross margins for distributors as it is more challenging for
    suppliers to penetrate. Our programs and services are geared to
    add value to value-added resellers (VARs) and
    solutions providers that serve as technology sources for the SMB
    market. We serve VARs with a complete go-to-market
    approach to a VARs business, including logistics, sales,
    marketing, technical, financial and services support, enablement
    training, and solutions development, as well as expand their
    end-user reach through end-user demand generation marketing
    programs. Our diversification strategy  which opened
    new markets in AIDC/POS, CE home automation and entertainment,
    and mobility products  offers new customer segments 3




---



##### Table of Contents



for our traditional IT products. We believe that our diverse
    customer set in North America positions us to participate in any
    technology infrastructure spending that may result from the
    pending federal stimulus plan. For example, our position in the
    North American government sector has been strengthened by our
    GovEd Alliance, which provides government- and education-focused
    resellers access to a number of tools and programs designed to
    enable sales to government entities and best practices shared
    with a community of government resellers. We try to limit
    exposure to the impact of business fluctuations by maintaining a
    balance in the customer segments we serve. We periodically
    rebalance our customer mix in keeping with profitability goals.
    To this end, we chose to proactively exit a portion of our
    retail and corporate business in EMEA and China during 2008.  
    Geographic Diversification.  Our
    presence in a larger number of markets than any other
    broad-based technology products distributor provides us with a
    more balanced global portfolio with which to mitigate risk. In
    our more mature markets we are leveraging our solid foundation
    as a market leader to spur additional growth by bringing new
    products and services to market. We are positioned to take
    advantage of higher growth potential in emerging markets. In
    these markets, we have established strong management teams
    versed in best practices provided by key management from
    established markets. We are the largest IT distributor in the
    world, by net sales. Based on currently available data, we
    believe that we are the market share leader, by net sales, in
    North America, Asia-Pacific, and Latin America and a strong
    number two in Europe. These regional businesses provide a unique
    global footprint that is unmatched by any of our broad-based
    distribution competitors. Ingram Micro is the only global
    broad-based distributor with distribution operations in the
    Asia-Pacific region. Our broad global footprint enables us to
    serve our resellers and suppliers with our extensive sales and
    distribution network while mitigating the risks inherent in
    individual markets. Our global market coverage provides a
    competitive advantage with suppliers looking for worldwide
    market penetration. The scale and flexibility of our operations
    enables Ingram Micro to provide the infrastructure behind the
    technology value chain in all its new and traditional forms. We
    are resolute in our efforts to continually optimize our global
    operations.  and/or
      
    Competitive Differentiation through Superior
    Execution.  We are committed to enhancing
    customer loyalty and share of business by continually
    strengthening our value proposition. Through our understanding
    and fulfillment of the needs of our reseller and supplier
    partners, we provide our customers with the supply chain tools
    they require to increase the efficiency of their operations,
    enabling them to minimize inventory levels, improve customer
    delivery, and enhance profitability. We provide business
    information to our customers, suppliers, and end-users by
    leveraging our information systems. We give resellers, and in
    some cases their customers, real-time access to our product
    inventory data. By providing improved visibility to all
    participants in the supply chain, we allow inventory levels
    throughout the channel to more closely reflect 4




---



##### Table of Contents



end-user demand. This information flow enables our superior
    execution and our ability to provide favorable order fill rates
    to our customers around the world while optimizing our
    investment in working capital. In the U.S. and Canada, we
    host channel communities covering more than 7,000 customers.
    Included among our communities are Venture Tech Network and SMB
    Alliance, both of which provide networking opportunities, tools
    and support to build the resellers business. We host
    communities to address the needs of resellers focused on the
    government sector (GovEd Alliance) and system builders (System
    ArchiTECHs). Our community members have access to an on-line
    peer-to-peer networking site to identify potential partners and
    share best practices. The networking site, The Zone, is offered
    in customized versions specific to each community. Through our
    data analytics capabilities we are able to leverage our
    extensive database to provide valuable data for our vendors in
    North America.  Fortune
    Magazines Australia Reseller News
 Customers     Sales and
    Marketing     5




---



##### Table of Contents



Products       IT Peripheral/CE/AIDC/POS/Mobility
    and Others:


40-45
%   Systems:


25-30
%   Software:


15-20
%   Networking:


10-15
%   IT Peripheral/CE/AIDC/POS/Mobility and
    Others.
  
    traditional IT peripherals such as printers, scanners, displays,
    projectors, monitors, panels, mass storage, and tape;
    digital signage products such as large format LCD and plasma
    displays, enclosures, mounts, media players, content software,
    content creation, content hosting, and installation services;
    CE products such as cell phones, digital cameras, digital video
    disc players, game consoles, televisions, audio, media
    management and home control;
    AIDC/POS products such as barcode/card printers, AIDC scanners,
    AIDC software, wireless infrastructure products;
    services provided by third parties and resold by Ingram Micro;
    component products such as processors, motherboards, hard
    drives, and memory; and
    supplies and accessories such as ink and toner supplies, paper,
    carrying cases, and anti-glare screens.  Systems.
  Software.
  Networking.
 Services   6




---



##### Table of Contents



Suppliers       Competition    
    ability to tailor specific solutions to customer needs;
    availability of technical and product information;
    credit terms and availability;
    effectiveness of sales and marketing programs;
    products and services availability;
    quality and breadth of product lines and services;
    speed and accuracy of delivery; and
    web- or call center-based sales. 7




---



##### Table of Contents



AIDC/POS
  e-commerce
  and/or
  Seasonality
   Inventory
    Management   8




---



##### Table of Contents



Trademarks
    and Service Marks   Employees   Available
    Information    www.ingrammicro.com Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
 EXECUTIVE
    OFFICERS OF THE COMPANY  :
  Gregory M.E.
    Spierkel. Asia-Pacific
  Alain Monié.
 9




---



##### Table of Contents



17-year
  William D. Humes.
  Keith W.F. Bradley.
  Jay A. Forbes.
  Shailendra Gupta.
  Larry C. Boyd.
  Ria M. Carlson. 1999-2001, 1996-1999,
  Lynn Jolliffe.
 10




---



##### Table of Contents



Mario F. Leone.
  Alain Maquet.
 11




---



##### 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.    and/or
  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. and/or
 12




---



##### Table of Contents



and/or
      Changes in our credit rating or other market factors, such as
    continued adverse capital and credit market conditions or
    reduction of cash flow from operations, may significantly affect
    our ability to meet liquidity needs, reduce access to capital,
    and/or
    increase our costs of borrowing.
    and/or and/or
  Our failure to adequately adapt to economic and industry
    changes and to manage prolonged contractions could negatively
    impact our future operating results.
 13




---



##### Table of Contents



If our business does not perform well, we may be required to
    recognize further impairments of our intangible or other
    long-lived assets or to establish a valuation allowance against
    our deferred income tax assets, which could adversely affect our
    results of operations or financial condition.
    and/or
  We continually experience intense competition across all
    markets for our products and services, which may intensify in a
    more difficult global economy. and/or and/or
  We operate a global business that exposes us to risks
    associated with international activities. and/or
 14




---



##### Table of Contents



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. and/or
     15




---



##### 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.
 16




---



##### 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.
  Form 10-K
  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. and/or
  Failure to retain and recruit key personnel would harm our
    ability to meet key objectives.
 17




---



##### Table of Contents



We face a variety of risks with outsourcing arrangements.
  Changes in accounting rules could adversely affect our future
    operating results. and/or
  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; 18




---



##### Table of Contents




    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.    We are dependent on third-party shipping companies for the
    delivery of our products.
 19




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS       20




---



##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   21




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Common Stock.
  HIGH


LOWFiscal Year 2008

First Quarter

$
18.97


$
14.97Second Quarter


18.90



15.83Third Quarter


19.95



16.51Fourth Quarter


16.20



9.29Fiscal Year 2007

First Quarter

$
20.78


$
18.64Second Quarter


22.02



19.28Third Quarter


21.97



18.26Fourth Quarter


21.24



18.10     Dividend Policy.
  Equity Compensation Plan Information.
  (c) Number of securitiesremaining available for(a) Number of securities to be


(b) Weighted-average


future issuance underissued upon exercise of


exercise price of


equity compensation plansoutstanding options,


outstanding options,


(excluding securitiesPlan Category

warrants and rights(1)


warrants and rights(1)


reflected in column (a))(2)Equity compensation plans approved by shareholders


17,458,493


$
15.57



10,778,890Equity compensation plans not approved by shareholders


None



None



NoneTOTAL


17,458,493



NA



10,778,890     (1)
    
    Does not reflect any unvested awards of time vested restricted
    stock units/awards of 742,858 and performance vested restricted
    stock units of 1,882,681 at 100% target and 4,154,782 at maximum
    achievement.(2)
    
    Balance reflects shares available to issue, taking into account
    granted options, time vested restricted stock units/awards and
    performance vested restricted stock units assuming maximum
    achievement. 22




---



##### Table of Contents



Share Repurchase Program.
  Issuer Purchases of Equity SecuritiesTotal Number of


Approximate DollarTotal





Shares Purchased


Value of SharesNumber


Average


as Part of Publicly


that May Yet Beof Shares


Price Paid


Announced


Purchased UnderFiscal Month Period

Purchased


Per Share


Program(1)


the 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



105,815,808September 28  October 25, 2008


3,550,000



13.60



14,907,791



57,519,748October 26  November 22, 2008


400,000



12.32



15,307,791



52,592,768November 23  January 3, 2009














       (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. 23




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Form 10-K.
    2008


2007


2006


2005


2004($ in thousands, except per share data)Selected Operating InformationNet sales

$
34,362,152


$
35,047,089


$
31,357,477


$
28,808,312


$
25,462,071Gross profit(1)


1,940,091



1,909,298



1,685,285



1,574,978



1,402,042Income (loss) from operations(2)


(332,169
)


446,420



422,444



362,186



283,367Income (loss) before income taxes(3)


(382,138
)


385,238



367,333



301,937



263,276Net income (loss)(4)


(394,921
)


275,908



265,766



216,906



219,901Basic earnings per share  net income (loss)


(2.37
)


1.61



1.61



1.35



1.41Diluted earnings per share  net income (loss)


(2.37
)


1.56



1.56



1.32



1.38Weighted average common shares outstanding:Basic


166,542,541



171,640,569



165,414,176



160,262,465



155,451,251Diluted


166,542,541



176,951,694



170,875,794



164,331,166



159,680,040Selected Balance Sheet InformationCash and cash equivalents

$
763,495


$
579,626


$
333,339


$
324,481


$
398,423Total assets


7,083,473



8,975,001



7,704,307



7,034,990



6,926,737Total debt(5)


478,388



523,116



509,507



604,867



514,832Stockholders equity


2,655,845



3,426,942



2,920,475



2,438,598



2,240,810     (1)
    
    Fiscal 2008 includes a reduction in costs of sales of $8,224 for
    the release of a portion of the commercial tax reserve in
    Brazil. Fiscal 2007 includes a net charge to costs of sales of
    $30,134 related to a reserve recorded for certain commercial
    taxes in Brazil.(2)
    
    Includes: (i) a charge for the impairment of goodwill of
    $742,653 in 2008; (ii) reorganization costs of $17,029 and
    $16,276 in 2008 and 2005, respectively; (iii), other
    major-program costs associated with the reorganization
    activities totaling $1,544 and $22,935, charged to selling,
    general and administrative expenses, or SG&A expenses, in
    2008 and 2005, respectively; (iv) credit adjustments to
    reorganization costs of $1,091, $1,727 and $2,816 in 2007, 2006
    and 2004, respectively, for previous actions; (v) a charge
    to SG&A expenses in 2007 related to a reserve of $15,000
    for estimated losses associated with the SEC matter regarding
    certain transactions with McAfee, Inc. (formerly NAI) from 1998
    through 2000; and (vi) a reduction to SG&A expenses in
    2007 related to a gain of $2,859 from the sale of our Asian
    semiconductor business. Fiscal 2008, 2007 and 2006 also includes
    $14,845, $37,875 and $28,875, respectively, of stock-based
    compensation expense resulting from the 2006 adoption of
    Statement of Financial Accounting Standards No. 123
    (revised 2004) Share-Based Payment.(3)
    
    Includes items noted in footnotes (1) and (2) above,
    as well as a loss of $8,413 on the redemption of senior
    subordinated notes in 2005 and a gain on forward currency hedge
    of $23,120 in 2004 related to our Australian dollar denominated
    acquisition of Tech Pacific. 24




---



##### Table of Contents



(4)
    
    Includes the after-tax impact of items noted in footnotes
    (1) through (3) above, as well as the reversal of
    deferred tax liabilities of $801, $2,385 and $41,078 in 2006,
    2005 and 2004, respectively, related to the gains on sale of
    available-for-sale securities.(5)
    
    Includes trade accounts receivable-backed financing and
    revolving accounts receivable factoring facilities, senior
    unsecured term loan, revolving credit facilities and other
    long-term debt including current maturities, but excludes
    off-balance sheet debt of $68,505 at the end of fiscal year
    2006, which amounts represent the undivided interests in
    transferred accounts receivable sold to and held by third
    parties.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
    of Our Business
  Sales
  and/or
  Gross
    Margin
  and/or
 25




---



##### Table of Contents



Selling,
    General and Administrative Expenses or SG&A
    Expenses
    Reorganization
    and Expense-Reduction Program Costs
       26




---



##### Table of Contents



Acquisitions
    Working
    Capital and Debt
    Our
    Critical Accounting Policies and Estimates
    and/or
 27




---



##### Table of Contents




    Accounts Receivable  We provide allowances for
    doubtful accounts on our accounts receivable for estimated
    losses resulting from the inability of our customers to make
    required payments. Changes in the financial condition of our
    customers or other unanticipated events, which may affect their
    ability to make payments, could result in charges for additional
    allowances exceeding our expectations. Our estimates are
    influenced by the following considerations: the large number of
    customers and their dispersion across wide geographic areas; the
    fact that no single customer accounts for 10% or more of our net
    sales; a continuing credit evaluation of our customers
    financial condition; aging of receivables, individually and in
    the aggregate; credit insurance coverage; the value and adequacy
    of collateral received from our customers in certain
    circumstances; our historical loss experience; and increases in
    credit risk resulting from an economic downturn and resulting
    decline in capital availability to customers.
    Vendor Programs  We receive funds from vendors
    for price protection, product rebates, marketing/promotion,
    infrastructure reimbursement and meet-competition programs,
    which are recorded as adjustments to product costs, revenue, or
    SG&A expenses according to the nature of the program. Some
    of these programs may extend over more than one quarterly
    reporting period. We accrue rebates or other vendor incentives
    as earned based on sales of qualifying products or as services
    are provided in accordance with the terms of the related
    program. Actual rebates may vary based on volume or other sales
    achievement levels, which could result in an increase or
    reduction in the estimated amounts previously accrued. We also
    provide reserves for receivables on vendor programs for
    estimated losses resulting from vendors inability to pay
    or rejections of claims by vendors.  
    Inventories  Our inventory levels are based on
    our projections of future demand and market conditions. Any
    sudden decline in demand
    and/or rapid
    product improvements and technological changes could cause us to
    have excess
    and/or
    obsolete inventories. On an ongoing basis, we review for
    estimated excess or obsolete inventories and write down our
    inventories to their estimated net realizable value based upon
    our forecasts of future demand and market conditions. If actual
    market conditions are less favorable than our forecasts,
    additional inventory write-downs may be required. Our estimates
    are influenced by the following considerations: protection from
    loss in value of inventory under our vendor agreements; our
    ability to return to vendors only a certain percentage of our
    purchases as contractually stipulated; aging of inventories; a
    sudden decline in demand due to an economic downturn; and rapid
    product improvements and technological changes.  
    Goodwill, Intangible Assets and Other Long-Lived
    Assets  We apply the provisions of Statement of
    Financial Accounting Standards No. 142, Goodwill and
    Other Intangible Assets, or FAS 142, in our
    evaluation of goodwill and other intangible assets. FAS 142
    eliminates the requirement to amortize goodwill, but requires
    that goodwill be reviewed at least annually for potential
    impairment.       28




---



##### Table of Contents




    Income Taxes  As part of the process of
    preparing our consolidated financial statements, we estimate our
    income taxes in each of the taxing jurisdictions in which we
    operate. This process involves estimating our actual current tax
    expense together with assessing any temporary differences
    resulting from the different treatment of certain items, such as
    the timing for recognizing revenues and expenses for tax and
    financial reporting purposes. These differences may result in
    deferred tax assets and liabilities, which are included in our
    consolidated balance sheet. We are required to assess the
    likelihood that our deferred tax assets, which include net
    operating loss carryforwards, tax credits and temporary
    differences that are expected to be deductible in future years,
    will be recoverable from future taxable income. In making that
    assessment, we consider future market growth, forecasted
    earnings, future taxable income, the mix of earnings in the
    jurisdictions in which we operate and prudent and feasible tax
    planning strategies. If, based upon available evidence, recovery
    of the full amount of the deferred tax assets is not likely, we
    provide a valuation allowance on any amount not likely to be
    realized. Our effective tax rate includes the impact of not
    providing U.S. taxes on undistributed foreign earnings
    considered indefinitely reinvested. Material changes in our
    estimates of cash, working capital and long-term investment
    requirements in the various jurisdictions in which we do
    business could impact our effective tax rate.    
    Contingencies and Litigation  There are
    various claims, lawsuits and pending actions against us,
    including those noted in Item 3. If a loss arising from
    these actions is probable and can be reasonably estimated, we
    record the amount of the estimated loss. If the loss is
    estimated using a range within which no point is more probable
    than another, the minimum estimated liability is recorded. As
    additional information becomes available, we assess any
    potential liability related to these actions and may need to
    revise our estimates. Ultimate resolution of these matters could
    materially impact our consolidated results of operations, cash
    flows or financial position (see Note 10 to our
    consolidated financial statements). 29




---



##### Table of Contents



Results
    of Operations
    2008


2007


2006($ in millions)Net sales by geographic region:North America

$
14,192



41.3
%

$
13,923



39.7
%

$
13,585



43.3
%EMEA


11,535



33.6



12,439



35.5



10,754



34.3Asia-Pacific


6,905



20.1



7,133



20.4



5,537



17.7Latin America


1,730



5.0



1,552



4.4



1,481



4.7Total

$
34,362



100.0
%

$
35,047



100.0
%

$
31,357



100.0
%       2008


2007


2006($ in millions)Operating income (loss) and operating margin (loss) by
    geographic region:North America

$
(49.0
)


(0.35
)%

$
219.9



1.58
%

$
225.2



1.66
%EMEA


42.0



0.36



151.5



1.22



126.8



1.18Asia-Pacific


(353.5
)


(5.12
)


117.3



1.64



69.4



1.25Latin America


43.2



2.50



(4.4
)


(0.28
)


29.9



2.02Stock-based compensation expense


(14.9
)






(37.9
)






(28.9
)


Total

$
(332.2
)


(0.97
)%

$
446.4



1.27
%

$
422.4



1.35
%    30




---



##### Table of Contents



2008


2007


2006Net sales


100.00
%


100.00
%


100.00
%Cost of sales


94.35



94.55



94.63Gross profit


5.65



5.45



5.37Operating expenses:Selling, general and administrative


4.41



4.18



4.03Impairment of goodwill


2.16







Reorganization costs (credits)


0.05



(0.00
)


(0.01
)Income (loss) from operations


(0.97
)


1.27



1.35Other expense, net


0.14



0.17



0.18Income (loss) before income taxes


(1.11
)


1.10



1.17Provision for income taxes


0.04



0.31



0.32Net income (loss)


(1.15
)%


0.79
%


0.85
%   Results
    of Operations for the Years Ended January 3, 2009,
    December 29, 2007 and December 30, 2006
     31




---



##### Table of Contents



and/or
   32




---



##### Table of Contents



and/or
       33




---



##### Table of Contents



34




---



##### Table of Contents



Quarterly
    Data; Seasonality
    Form 10-K.
  Income





DilutedIncome


(Loss)





Earnings(Loss)


Before


Net


(Loss)Net


Gross


From


Income


Income


PerSales


Profit


Operations


Taxes


(Loss)


Share($ in millions, except per share data)Fiscal Year Ended January 3, 2009(1)Thirteen Weeks Ended:(2)(3)March 29, 2008

$
8,577.3


$
485.5


$
99.3


$
86.6


$
64.1


$
0.37June 28, 2008


8,816.6



487.4



93.2



82.5



58.9



0.35September 27, 2008


8,283.7



452.9



72.5



60.3



46.4



0.28January 3, 2009


8,684.5



514.3



(597.1
)


(611.5
)


(564.3
)


(3.48
)Fiscal Year Ended December 29, 2007Thirteen Weeks Ended:(3)(4)March 31, 2007

$
8,245.7


$
408.8


$
73.7


$
58.3


$
37.0


$
0.21June 30, 2007


8,186.1



442.8



85.7



70.5



52.4



0.30September 29, 2007


8,607.9



474.9



111.0



98.5



72.4



0.41December 29, 2007


10,007.4



582.8



176.0



157.9



114.1



0.64     (1)
    
    Fiscal 2008 is a 53-week year making the quarter ended
    January 3, 2009 a 14-week period.(2)
    
    Includes the pre-tax impact of charges related to reorganization
    costs and expense-reduction program costs as follows: second
    quarter, $7.7 million; third quarter; $4.1 million;
    and fourth quarter, $6.8 million. The fourth quarter also
    includes a pre-tax charge of $742.6 for the impairment of
    goodwill and $8.2 million partial release of the reserve
    for Brazilian commercial taxes related to a period which has
    expired under the statute of limitations, recorded as a
    reduction of cost of sales.(3)
    
    Diluted earnings (loss) per share is calculated independently
    each quarter and for the full year based upon their respective
    weighted average shares outstanding. Therefore, the sum of the
    quarterly earnings (loss) per share may not equal the annual
    earnings (loss) per share reported.(4)
    
    Includes the pre-tax impact of the following: first quarter,
    $33.8 million reserve for commercial taxes in Brazil,
    recorded in cost of sales; second quarter, $15.0 million
    reserve for estimated losses associated with the SEC matter
    regarding certain transactions with McAfee, Inc. (formerly NAI)
    from 1998 through 2000, recorded as a charge to SG&A
    expense; and fourth quarter, $3.6 million partial release
    of the reserve for Brazilian commercial taxes related to a
    period which has expired under the statute of limitations,
    recorded as a reduction of cost of sales, and a
    $2.9 million gain on the sale of our Asian semiconductor
    business, recorded as a reduction of SG&A expense.  Liquidity
    and Capital Resources
  Cash
    Flows
   35




---



##### Table of Contents



Acquisitions
    and Disposition
  and/or
 36




---



##### Table of Contents



true-up
      Capital
    Resources
  and/or
 37




---



##### Table of Contents



U.S.-based
        back-up
   38




---



##### Table of Contents



Covenant
    Compliance
    Contractual
    Obligations
    39




---



##### Table of Contents



Payments Due by PeriodTotal


Balance


Less Than








AfterContractual Obligations

Capacity


Outstanding


1 Year


1  3 Years


3  5 Years


5 yearsNorth American revolving trade accounts receivable-backed
    financing facilities(1)

$
600.0


$
69.0


$



$
69.0


$



$
European revolving trade accounts receivable-backed financing
    facilities(1)


467.0



















Asia-Pacific revolving trade accounts receivable-backed
    financing facilities(1)


149.0



29.0







29.0







European trade accounts receivable-backed factoring facilities(1)


212.0



















Senior unsecured term loan(2)


261.8



261.8



3.1



25.0



233.7



Revolving senior unsecured credit facilities(3)


289.0



















Bank overdrafts and other(4)


803.0



118.6



118.6











Subtotal


2,781.8



478.4



121.7



123.0



233.7



Minimum payments under:Operating leases(5)


291.1



291.1



82.4



120.2



64.4



24.1IT and business process outsourcing agreements(6)


33.2



33.2



13.0



15.1



5.1



FIN 48 liability(7)


1.0



1.0



1.0











Total

$
3,107.1


$
803.7


$
218.1


$
258.3


$
303.2


$
24.1     (1)
    
    The capacity amount in the table above represents the maximum
    capacity available under these facilities. Our actual capacity
    is dependent upon the actual amount of eligible trade accounts
    receivable that may be used to support these facilities. As of
    January 3, 2009, our actual aggregate capacity under these
    programs based on eligible accounts receivable was approximately
    $1.29 billion.(2)
    
    The capacity amount in the table above includes the
    mark-to-market value of the interest rate swap which amounts to
    $11.8 million (see Note 6 to our consolidated
    financial statements).(3)
    
    The capacity amount in the table above represents the maximum
    capacity available under these facilities. These facilities can
    also be used to support letters of credit. At January 3,
    2009, letters of credit totaling $9.1 million were issued
    to certain vendors and financial institutions to support
    purchases by our subsidiaries, payment of insurance premiums and
    flooring arrangements. The issuance of these letters of credit
    reduces our available capacity by the same amount.(4)
    
    Certain of these programs can also be used to support letters of
    credit. At January 3, 2009, letters of credit totaling
    approximately $31.6 million were issued principally to
    certain vendors to support purchases by our subsidiaries. The
    issuance of these letters of credit also reduces our available
    capacity by the same amount.(5)
    
    We lease the majority of our facilities and certain equipment
    under noncancelable operating leases. Amounts in this table
    represent future minimum payments on operating leases that have
    remaining noncancelable lease terms in excess of one year.(6)
    
    In December 2008, we renewed for another five years our
    agreement with a third-party provider of IT outsourcing
    services. The services include mainframe, major server, desktop
    and enterprise storage operations, wide-area and local-area
    network support and engineering; systems management services;
    help desk services; and worldwide voice/PBX. This agreement is
    cancelable at our option subject to payment of termination fees.
    In September 2005, we entered into an agreement with a leading
    global business process outsource service provider. The services
    provided to our North America operations include selected
    functions in finance and 40




---



##### Table of Contents



shared services, customer service, vendor management, technical
    support and inside sales (excluding field sales and management
    functions). This agreement expires in September 2010, but is
    cancelable at our option subject to payment of termination fees.
    In August 2006, we entered into an agreement with a leading
    global IT outsource service provider. The services provided to
    our North America operations include certain IT functions
    related to our application development functions. This agreement
    expires in August 2011 and may be terminated by us subject to
    payment of termination fees. Amounts in this table represent
    future minimum payments in excess of one year for our IT and
    business process outsourcing agreements.(7)
    
    At January 3, 2009, our FIN 48 liability, including
    interest and penalties of $1.9 million, was
    $13.1 million, the long-term portion of which amounted to
    $12.1 million. We are not able to reasonably estimate the
    timing of payments of the long-term portion of our FIN 48
    liability, or the amount the long-term portion will increase or
    decrease over time; therefore, this portion of the liability was
    excluded in the contractual obligations table above (see
    Note 7 to our consolidated financial statements).        Other
    Matters
    Transactions
    with Related Parties
    New
    Accounting Standards
    Market
    Risk
     41




---



##### Table of Contents



Market
    Risk Management
  Value-at-Risk one-day
    one-day
  Interest Rate


Currency SensitiveSensitive Financial


Financial


CombinedInstruments


Instruments


PortfolioVaR as of January 3, 2009

$
8.8


$
0.5


$
4.1VaR as of December 29, 2007


8.4



0.0



6.1   ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K.
 42




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageConsolidated Balance Sheet


44Consolidated Statement of Income


45Consolidated Statement of Stockholders
    Equity


46Consolidated Statement of Cash Flows


47Notes to Consolidated Financial Statements


48Schedule II  Valuation and
    Qualifying Accounts


74Report of Independent Registered Public
    Accounting Firm


75   43




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    BALANCE SHEET
 (Dollars in 000s, except share data)
  Fiscal Year End2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
763,495


$
579,626Trade accounts receivable (less allowances of $73,638 and
    $83,155)


3,179,455



4,054,824Inventories


2,306,617



2,766,148Other current assets


425,270



520,069Total current assets


6,674,837



7,920,667Property and equipment, net


202,142



181,416Goodwill






733,481Other assets


206,494



139,437Total assets

$
7,083,473


$
8,975,001LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
3,427,362


$
4,349,700Accrued expenses


485,573



602,295Current maturities of long-term debt


121,724



135,616Total current liabilities


4,034,659



5,087,611Long-term debt, less current maturities


356,664



387,500Other liabilities


36,305



72,948Total liabilities


4,427,628



5,548,059Commitments and contingencies (Note 10)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;176,582,434 and 174,243,838 shares issued and 161,330,221
    and172,942,347 shares outstanding in 2008 and 2007,
    respectively


1,766



1,742Class B Common Stock, $0.01 par value,
    135,000,000 shares authorized; no shares issued and
    outstanding






Additional paid-in capital


1,145,145



1,114,031Treasury stock, 15,252,213 shares in 2008 and
    1,301,491 shares in 2007


(246,314
)


(25,061
)Retained earnings


1,680,557



2,075,478Accumulated other comprehensive income


74,691



260,752Total stockholders equity


2,655,845



3,426,942Total liabilities and stockholders equity

$
7,083,473


$
8,975,001    44




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF INCOME
 (Dollars in 000s, except per share data)
  Fiscal Year Ended2008


2007


2006Net sales

$
34,362,152


$
35,047,089


$
31,357,477Cost of sales


32,422,061



33,137,791



29,672,192Gross profit


1,940,091



1,909,298



1,685,285Operating expenses:Selling, general and administrative


1,512,578



1,463,969



1,264,568Impairment of goodwill


742,653







Reorganization costs (credits)


17,029



(1,091
)


(1,727
)2,272,260



1,462,878



1,262,841Income (loss) from operations


(332,169
)


446,420



422,444Other expense (income):Interest income


(18,337
)


(20,106
)


(8,974
)Interest expense


64,548



75,495



54,599Losses on sale of receivables










1,503Net foreign exchange loss (gain)


1,105



(135
)


(198
)Other


2,653



5,928



8,18149,969



61,182



55,111Income (loss) before income taxes


(382,138
)


385,238



367,333Provision for income taxes


12,783



109,330



101,567Net income (loss)

$
(394,921
)

$
275,908


$
265,766Basic earnings (loss) per share

$
(2.37
)

$
1.61


$
1.61Diluted earnings (loss) per share

$
(2.37
)

$
1.56


$
1.56    45




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
  AccumulatedCommon


Additional








OtherStock


Paid-in


Treasury


Retained


Comprehensive


UnearnedClass A


Capital


Stock


Earnings


Income (Loss)


Compensation


Total(Dollars in 000s)December 31, 2005

$
1,624


$
874,984


$



$
1,538,761


$
23,324


$
(95
)

$
2,438,598Stock options exercised


70



98,059



















98,129Income tax benefit from exercise of stock options






3,994



















3,994Stock-based compensation expense






28,875



















28,875Reversal of restricted stock units






(95
)














95



Comprehensive income














265,766



85,113







350,879December 30, 2006


1,694



1,005,817







1,804,527



108,437







2,920,475Stock options exercised and shares issued under the stock plan,
    net of shares withheld for employee taxes


48



64,689



















64,737Income tax benefit from stock plan awards






5,650



















5,650Stock-based compensation expense






37,875



















37,875Repurchase of Class A Common Stock










(25,061
)














(25,061
)Adjustment for adoption of FIN 48














(4,957
)










(4,957
)Comprehensive income














275,908



152,315







428,223December 29, 2007


1,742



1,114,031



(25,061
)


2,075,478



260,752







3,426,942Stock options exercised and shares issued under the stock plan,
    net of shares withheld for employee taxes


24



18,314



















18,338Income tax provision for stock plan awards






(784
)


















(784
)Stock-based compensation expense






14,845



















14,845Repurchase of Class A Common Stock










(222,346
)














(222,346
)Issuance of treasury shares, net of shares withheld for employee
    taxes






(1,261
)


1,093















(168
)Comprehensive loss














(394,921
)


(186,061
)






(580,982
)January 3, 2009

$
1,766


$
1,145,145


$
(246,314
)

$
1,680,557


$
74,691


$



$
2,655,845    46




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Year Ended2008


2007


2006(Dollars in 000s)Cash flows from operating activities:Net income (loss)

$
(394,921
)

$
275,908


$
265,766Adjustments to reconcile net income (loss) to cash provided by
    operating activities:Depreciation and amortization


68,404



64,078



61,187Impairment of goodwill


742,653







Stock-based compensation expense


14,845



37,875



28,875Excess tax benefit from stock-based compensation


(982
)


(5,674
)


(8,923
)Noncash charges for interest and compensation


382



399



394Gain on sale of the Asian semiconductor business






(2,859
)


Deferred income taxes


(76,330
)


(33,326
)


(2,111
)Changes in operating assets and liabilities, net of effects of
    acquisitions:Changes in amounts sold under accounts receivable programs






(68,505
)


68,505Accounts receivable


783,824



(513,909
)


(175,343
)Inventories


387,723



40,869



(456,453
)Other current assets


28,941



(54,199
)


(25,599
)Accounts payable


(831,480
)


364,736



247,951Change in book overdrafts


(10,994
)


41,866



42,172Accrued expenses


(158,121
)


180,555



46,423Cash provided by operating activities


553,944



327,814



92,844Cash flows from investing activities:Purchase of property and equipment


(81,359
)


(49,755
)


(39,169
)Proceeds from sale of property and equipment










2,572Increase in marketable trading securities


(2,731
)






Proceeds from sale of a business






18,245



Collateral deposits on financing arrangements


35,000







(35,000
)Acquisitions, net of cash acquired


(12,347
)


(128,965
)


(33,727
)Cash used by investing activities


(61,437
)


(160,475
)


(105,324
)Cash flows from financing activities:Proceeds from exercise of stock options


23,256



66,698



98,129Repurchase of Class A Common Stock


(222,346
)


(25,061
)


Excess tax benefit from stock-based compensation


982



5,674



8,923Proceeds from senior unsecured term loan


250,000







Net repayments of debt


(323,243
)


(1,407
)


(96,546
)Cash provided (used) by financing activities


(271,351
)


45,904



10,506Effect of exchange rate changes on cash and cash equivalents


(37,287
)


33,044



10,832Increase in cash and cash equivalents


183,869



246,287



8,858Cash and cash equivalents, beginning of year


579,626



333,339



324,481Cash and cash equivalents, end of year

$
763,495


$
579,626


$
333,339Supplemental disclosures of cash flow information:Cash payments during the year:Interest

$
63,448


$
75,643


$
51,327Income taxes


86,076



100,015



119,276    47




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars
    in 000s, except share and per share data)
  Note 1 
    Organization
    and Basis of Presentation    Note 2 
    Significant
    Accounting Policies  Basis
    of Consolidation
    Fiscal
    Year
    Use of
    Estimates
    Revenue
    Recognition
  EITF 99-19,
  Vendor
    Programs
   48




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
    Foreign
    Currency Translation and Remeasurement
    Cash
    and Cash Equivalents
      Form 10-K,
 49




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
    Property
    and Equipment
  No. 98-1,
  Buildings


40 yearsLeasehold improvements


3-17 yearsDistribution equipment


5-10 yearsComputer equipment and software


3-7 years     Long-Lived
    and Intangible Assets
      Goodwill
       50




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Concentration
    of Credit Risk
    Derivative
    Financial Instruments
       51




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fiscal Year End2008


2007Notional


Estimated


Notional


EstimatedAmounts


Fair Value


Amounts


Fair ValueForeign exchange forward contracts

$
1,218,450


$
9,014


$
1,419,690


$
(12,865
)Interest rate swap


200,000



(11,754
)






   Fair
    Value Measurement
  157-1 157-2, FSP 157-1 157-2 No. 157-3, FSP 157-3
    Treasury
    Stock
    Comprehensive
    Income (Loss)
   52




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2008


2007


2006Net income (loss)

$
(394,921
)

$
275,908


$
265,766Changes in foreign currency translation adjustments and other


(186,061
)


152,315



85,113Comprehensive income (loss)

$
(580,982
)

$
428,223


$
350,879     Earnings
    Per Share
      Fiscal Year Ended2008


2007


2006Net income (loss)

$
(394,921
)

$
275,908


$
265,766Weighted average shares


166,542,541



171,640,569



165,414,176Basic earnings (loss) per share

$
(2.37
)

$
1.61


$
1.61Weighted average shares including the dilutive effect of
    stock-based awards (5,311,125 and 5,461,618 for 2007 and 2006,
    respectively)


166,542,541



176,951,694



170,875,794Diluted earnings (loss) per share

$
(2.37
)

$
1.56


$
1.56     Income
    Taxes
   53




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting
    for Stock-Based Compensation
    New
    Accounting Standards
       54




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 07-01 (EITF 07-01). EITF 07-01 EITF 07-01 No. 01-9 EITF 07-01 EITF 07-01
  Note 3 
    Reorganization
    Costs   55




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amounts Paid





Remainingand Charged





Liability atReorganization


Against the





January 3,Costs


Liability


Adjustments


2009Employee termination benefits

$
14,588


$
(10,477
)

$



$
4,111Facility costs


2,571



(15
)






2,556Other costs


400











400$
17,559


$
(10,492
)

$



$
7,067       Outstanding


Amounts Paid





RemainingLiability at


and Charged





Liability atDecember 29,


Against the





January 3,2007


Liability


Adjustments


2009Facility costs

$
3,912


$
(795
)

$
(530
)

$
2,587       Note 4 
    Acquisitions
    and Disposition  and/or
 56




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        true-up
   57




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        North





Asia-


LatinAmerica


EMEA


Pacific


America


TotalBalance at December 30, 2006

$
156,732


$
14,168


$
472,814


$



$
643,714Acquisitions


78,611







(209
)






78,402Disposition










(5,758
)






(5,758
)Foreign currency translation


150



1,591



15,382







17,123Balance at December 29, 2007


235,493



15,759



482,229







733,481Acquisitions


7,873



9,394



1,584







18,851Foreign currency translation


(176
)


(1,028
)


(8,475
)






(9,679
)Impairment of goodwill


(243,190
)


(24,125
)


(475,338
)






(742,653
)Balance at January 3, 2009

$



$



$



$



$
     Note 5 
    Property
    and Equipment    Fiscal Year End2008


2007Land

$
5,442


$
5,684Buildings and leasehold improvements


131,328



137,470Distribution equipment


255,058



257,318Computer equipment and software


387,374



347,896779,202



748,368Accumulated depreciation


(577,060
)


(566,952
)$
202,142


$
181,416  58




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Long-Term
    Debt    Fiscal Year End2008


2007North American revolving trade accounts receivable-backed
    financing facilities

$
69,000


$
387,500Asia-Pacific revolving trade accounts receivable-backed
    financing facilities


29,035



Senior unsecured term loan


261,754



Revolving unsecured credit facilities and other debt


118,599



135,616478,388



523,116Current maturities of long-term debt


(121,724
)


(135,616
)$
356,664


$
387,500   U.S.-based
         59




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  back-up
           60




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 7 
    Income
    Taxes      Fiscal Year Ended2008


2007


2006United States

$
(150,887
)

$
122,268


$
133,399Foreign


(231,251
)


262,970



233,934Total

$
(382,138
)

$
385,238


$
367,333  61




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2008


2007


2006Current:Federal

$
26,971


$
67,597


$
60,962State


1,301



6,140



4,231Foreign


60,841



68,919



38,48589,113



142,656



103,678Deferred:Federal


(62,095
)


(19,256
)


(16,066
)State


(13,014
)


373



1,030Foreign


(1,221
)


(14,443
)


12,925(76,330
)


(33,326
)


(2,111
)Provision for income taxes

$
12,783


$
109,330


$
101,567     Fiscal Year Ended2008


2007


2006U.S. statutory rate

$
(133,748
)

$
134,833


$
128,567Reversal of federal deferred tax liability










(801
)State income taxes, net of federal income tax benefit


(7,701
)


3,816



2,692Effect of international operations


(47,550
)


(74,380
)


(50,483
)Effect of goodwill impairment


177,055







Effect of change in valuation allowance


24,695



41,977



22,092Other


32



3,084



(500
)Total tax provision

$
12,783


$
109,330


$
101,567  62




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year End2008


2007Net deferred tax assets and (liabilities):Net operating loss carryforwards

$
111,096


$
101,302Allowance on accounts receivable


17,687



19,306Available tax credits


33,234



30,453Inventories


12,534



3,383Depreciation and amortization


52,816



(27,901
)Employee benefits and compensation


36,006



45,437Reserves and accruals


57,386



55,338Other


2,466



3,938323,225



231,256Valuation allowance


(116,180
)


(91,485
)Total

$
207,045


$
139,771         non-U.S. subsidiaries non-U.S. operations.
 63




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Gross unrecognized tax benefits at December 29, 2007

$
20,168Increases in tax positions for prior years


144Decreases in tax positions for prior years


(270
)Increases in tax positions for current year


3,099Decreases in tax positions for current year


(28
)Settlements


(11,890
)Lapse in statute of limitations


Gross unrecognized tax benefits at January 3, 2009

$
11,223     and/or
  2004-2005,
   64




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 8 
    Fair
    Value Measurements      Note 9 
    Transactions
    with Related Parties    Note 10 
    Commitments
    and Contingencies     65




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             66




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            2009

$
95,4222010


79,1332011


56,1312012


40,1552013


29,304Thereafter


24,088$
342,233     Note 11 
    Segment
    Information     67




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended2008


2007


2006Net salesNorth America

$
14,191,995


$
13,923,186


$
13,584,978EMEA


11,534,968



12,438,644



10,753,995Asia-Pacific


6,904,640



7,133,417



5,537,485Latin America


1,730,549



1,551,842



1,481,019Total

$
34,362,152


$
35,047,089


$
31,357,477Income (loss) from operationsNorth America

$
(49,011
)

$
219,835


$
225,183EMEA


42,014



151,529



126,823Asia-Pacific


(353,518
)


117,306



69,373Latin America


43,191



(4,375
)


29,940Stock-based compensation expense


(14,845
)


(37,875
)


(28,875
)Total

$
(332,169
)

$
446,420


$
422,444Capital expendituresNorth America

$
57,222


$
33,517


$
22,312EMEA


18,390



8,228



10,636Asia-Pacific


4,996



5,842



4,526Latin America


751



2,168



1,695Total

$
81,359


$
49,755


$
39,169Depreciation and amortizationNorth America

$
36,241


$
33,212


$
32,071EMEA


16,439



15,411



13,544Asia-Pacific


13,583



13,162



13,143Latin America


2,141



2,293



2,429Total

$
68,404


$
64,078


$
61,187     68




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year End2008


2007Identifiable assetsNorth America

$
2,827,736


$
3,746,022EMEA


2,739,600



3,128,859Asia-Pacific


1,103,040



1,661,475Latin America


413,097



438,645Total

$
7,083,473


$
8,975,001     Note 12 
    Stock-Based
    Compensation      Fiscal Year Ended2008

2007

2006Expected life of stock options

4.5 years

4.5 years

4.0 yearsRisk-free interest rate

3.16%

4.67%

4.70%Expected stock volatility

32.9%

37.8%

40.0%Weighted-average fair value of options granted

$5.79

$7.95

$7.14   Equity
    Incentive Plan
   69




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Award Activity
    Weighted-AverageRemainingWeighted-


Contractual


AggregateNo. of Shares


Average


Term


Intrinsic(in 000s)


Price


(in Years)


ValueOutstanding at December 31, 2005


30,558


$
15.61Granted


1,162



19.01Exercised


(7,001
)


14.02Forfeited/cancelled/expired


(1,365
)


27.86Outstanding at December 30, 2006


23,354



15.54



5.9Granted


1,321



20.69Exercised


(4,624
)


14.42Forfeited/cancelled/expired


(1,185
)


25.67Outstanding at December 29, 2007


18,866



15.59



5.4Granted


1,338



17.80Exercised


(1,639
)


14.19Forfeited/cancelled/expired


(1,106
)


20.02Outstanding at January 3, 2009


17,459



15.57



4.6


$
12,275Vested and expected to vest at January 3, 2009


17,275



15.54



4.1


$
12,273Exercisable at January 3, 2009


16,191



15.33



4.3


$
12,262  70




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  in-the-money
      Options Outstanding


Options ExercisableNumber


Weighted-


Weighted-


Number


Weighted-Outstanding at


Average


Average


Exercisable at


AverageJanuary 3,


Remaining


Exercise


January 3,


ExerciseRange of Exercise Prices

2009 (in 000s)


Life


Price


2009 (in 000s)


Price$10.15  $12.35


4,271



3.0


$
11.33



4,267


$
11.33$12.56  $15.81


3,864



4.5



14.25



3,864



14.25$16.10  $19.93


8,267



5.1



17.73



7,344



17.71$20.00  $21.60


1,057



8.0



20.69



716



20.6917,459



4.6



15.57



16,191



15.33       Weighted-Number of


AverageShares


Grant Date(in 000s)


Fair ValueNon-vested at December 31, 2005


10


$
18.43Granted


1,420



19.45Vested


(4
)


19.66Forfeited


(43
)


19.42Non-vested at December 30, 2006


1,383



19.49Granted


1,625



20.60Vested


(329
)


19.41Forfeited


(187
)


19.95Non-vested at December 29, 2007


2,492



20.19Granted


1,758



17.70Vested


(1,112
)


19.64Forfeited


(462
)


17.93Non-vested at January 3, 2009


2,676



19.17  71




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Benefit Plans
    Note 13 
    Common
    Stock  Share
    Repurchase Program
      Shares


WeightedRepurchased


Average


Net Amount(in 000s)


Price Per Share


RepurchasedCumulative balance at December 29, 2007


1,302


$
19.26


$
25,061Repurchased shares of common stock


14,006



15.87



222,346Issued shares of common stock


(56
)


19.67



(1,093
)Cumulative balance at January 3, 2009


15,252



16.15


$
246,314   Classes
    of Common Stock
   72




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Class ACommon Stock(in 000s)December 31, 2005


162,366Stock options exercised


7,001Release of restricted stock units


2Grant of restricted Class A Common Stock


39December 30, 2006


169,408Stock options exercised


4,624Release of restricted stock units


196Grant of restricted Class A Common Stock


15Repurchase of Class A Common Stock


(1,301
)December 29, 2007


172,942Stock options exercised


1,639Release of restricted stock units


692Grant of restricted Class A Common Stock


19Issuance of treasury shares, net of shares withheld for employee
    taxes


44Repurchase of Class A Common Stock


(14,006
)January 3, 2009


161,330  73




---



##### Table of Contents



INGRAM
    MICRO INC.SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
    (Dollars in 000s)
  Balance at


Charged to








BalanceBeginning


Costs and








at End ofDescription

of Year


Expenses


Deductions


Other(*)


YearAllowance for doubtful accounts:2008

$
71,896


$
25,532


$
(24,502
)

$
(6,744
)

$
66,1822007


68,298



14,058



(16,060
)


5,600



71,8962006


74,761



16,090



(24,061
)


1,508



68,298Allowance for sales returns:2008

$
11,259


$
706


$
(4,222
)

$
(287
)

$
7,4562007


9,998



613



(559
)


1,207



11,2592006


7,070



762



(15
)


2,181



9,998     (*)
    
    Other includes recoveries, acquisitions, and the
    effect of fluctuation in foreign currency. 74




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
              75




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Form 10-K,
  Managements Report on Internal Control over Financial
    Reporting. Rule 13a-15(f)
  Internal Control  Integrated
    Framework
  Form 10-K.
  Changes in Internal Control over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION   76




---



##### Table of Contents



PART III  Regulation S-K
  Form 10-K Form 10-K,
 PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)1.
    Financial
    Statements    (a)2.
    Financial
    Statement Schedules    (a)3.
    List
    of Exhibits  Exhibit No.

Exhibit3
.1

Certificate of Incorporation of the Company (incorporated by
    reference to Exhibit 3.01 to the Companys
    Registration Statement on
    Form S-1
    (File
    No. 333-08453))3
.2

Certificate of Amendment of the Certificate of Incorporation of
    the Company dated as of June 5, 2001 (incorporated by
    reference to Exhibit 3.2 to the Companys Registration
    Statement on
    Form S-4)3
.3

Amended and Restated Bylaws of the Company dated
    February 21, 2007 (incorporated by reference to
    Exhibit 3.2 to the Companys Current Report on
    Form 8-K
    filed February 21, 2007)10
.1

Compensation Program  Ingram Micro Inc. Compensation
    Policy for Members of the Board of Directors, as amended and
    restated as of December 31, 2008 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed December 23, 2008, the December 2008
    8-K)10
.2

Retirement Program  Ingram Micro Inc. Board of
    Directors Deferred Compensation Plan, effective
    December 31, 2008 and related Adoption Agreement
    (incorporated by reference to Exhibit 10.2 to the December
    2008 8-K)10
.3

Retirement Program  Ingram Micro Amended and Restated
    401(k) Investment Plan (401K Plan) (incorporated by
    reference to Exhibit 10.6 to the Companys Annual
    Report on
    Form 10-K
    for the 2005 fiscal year)10
.4

Retirement Program  First Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.4 to the
    Companys Annual Report on
    Form 10-K
    for the 2006 fiscal year, the 2006
    10-K)10
.5

Retirement Program  Second Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.5 to the 2006
    10-K)10
.6

Retirement Program  Third Amendment to 401K Plan10
.7

Retirement Program  Fourth Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.4 to the December
    2008 8-K)10
.8

Retirement Program  Fifth Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.5 to the December
    2008 8-K)10
.9

Retirement Program  Sixth Amendment to 401K Plan 77




---



##### Table of Contents



Exhibit No.

Exhibit10
.10

Retirement Program  Ingram Micro Inc. Supplemental
    Investment Savings Plan, amended and restated as of
    December 31, 2008 and related Adoption Agreement
    (incorporated by reference to Exhibit 10.3 to the December
    2008 8-K)10
.11

Ingram Micro Inc. Amended and Restated 2003 Equity Incentive
    Plan (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2008 quarter ended June 28, 2008, the Q2 2008
    10-Q)10
.12

Ingram Micro Inc. 2008 Executive Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Q2 2008
    10-Q)10
.13

Ingram Micro Inc. Executive Officer Severance Policy, amended
    and restated September 10, 2008 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on September 12, 2008)10
.14

Employment Agreement as of June 1, 2005 between Ingram
    Micro and Kent B. Foster (incorporated by reference to
    Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on June 6, 2005)10
.15

Receivables Funding Agreement, dated July 29, 2004, among
    General Electric Capital Corporation, the Company, and Ingram
    Funding Inc. (incorporated by reference to Exhibit 10.54 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended July 3, 2004, the 2004 Q2
    10-Q)10
.16

Receivables Sale Agreement, dated July 29, 2004 between the
    Company and Ingram Funding Inc. (incorporated by reference to
    Exhibit 10.55 to the 2004 Q2
    10-Q)10
.17

Amendment No. 1 dated as of March 22, 2006 to
    Receivables Sale Agreement and Receivables Funding Agreement
    dated as of July 29, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 28, 2006)10
.18

Amendment No. 2 dated as of July 21, 2006 to
    Receivables Sale Agreement and Receivables Funding Agreement
    dated as of July 29, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on July 25, 2006)10
.19

Credit Agreement dated effective as of August 23, 2007
    among Ingram Micro Inc. and its subsidiaries Ingram Micro
    Coordination Center B.V.B.A. and Ingram Micro Europe Treasury
    LLC, Bank of Nova Scotia, as administrative agent, Bank of
    America, N.A., as syndication agent, and the lenders party
    thereto (the August 2007 Credit Agreement,
    incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on August 24, 2007)10
.20

Amendment No. 1, dated as of July 17, 2008 to the
    August 2007 Credit Agreement (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on July 21, 2008, the July 2008
    8-K)10
.21

Credit Agreement, dated as of July 17, 2008, with The Bank
    of Nova Scotia, as administrative agent, ABN Amro Bank N.V. and
    BNP Paribas, as co-syndication agents, and various other lenders
    (incorporated by reference to Exhibit 10.1 to the July 2008
    8-K)14
.1

Ingram Micro Code of Conduct (incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    filed on November 13, 2007)21
.1

Subsidiaries of the Registrant23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Certification by Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act31
.2

Certification by Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act32
.1

Certification by Principal Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act32
.2

Certification by Principal Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act99
.1

Revised Governance Committee Charter (incorporated by reference
    to Exhibit 99.26 to the December 2008
    8-K)99
.2

Revised Corporate Governance Guidelines dated March 27,
    2007 (incorporated by reference to Exhibit 99.3 to the
    Companys Current Report on
    Form 8-K
    filed March 29, 2007)99
.3

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Chairman of the Board)
    (incorporated by reference to Exhibit 99.1 to the December
    2008 8-K)99
.4

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Audit Committee Chair)
    (incorporated by reference to Exhibit 99.2 to the December
    2008 8-K) 78




---



##### Table of Contents



Exhibit No.

Exhibit99
.5

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Non-Audit Committee Chair)
    (incorporated by reference to Exhibit 99.3 to the December
    2008 8-K)99
.6

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Non-Chair Member)
    (incorporated by reference to Exhibit 99.4 to the December
    2008 8-K)99
.7

Compensation Agreement  2009 Form of Board of
    Directors Restricted Stock Units Deferral Election Agreement
    (incorporated by reference to Exhibit 99.5 to the December
    2008 8-K)99
.8

Compensation Agreement  2009 Form of Board of
    Directors Compensation Cash Deferral Election Form (incorporated
    by reference to Exhibit 99.6 to the December 2008
    8-K)99
.9

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement (incorporated by reference to
    Exhibit 99.7 to the December 2008
    8-K)99
.10

Compensation Agreement  Form of Stock Option Award
    Agreement for European Union (incorporated by reference to
    Exhibit 99.8 to the December 2008
    8-K)99
.11

Compensation Agreement  Form of Stock Option Award
    Agreement for Non-European Union Countries (incorporated by
    reference to Exhibit 99.9 to the December 2008
    8-K)99
.12

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries (incorporated by reference to Exhibit 99.10 to
    the December 2008
    8-K)99
.13

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries (incorporated by reference to Exhibit 99.11 to
    the December 2008
    8-K)99
.14

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France (incorporated
    by reference to Exhibit 99.12 to the December 2008
    8-K)99
.15

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries
    (incorporated by reference to Exhibit 99.13 to the December
    2008 8-K)99
.16

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries
    (incorporated by reference to Exhibit 99.14 to the December
    2008 8-K)99
.17

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France (incorporated by
    reference to Exhibit 99.15 to the December 2008
    8-K)99
.18

Compensation Agreement  Section 409A One-Time
    Distribution Election Letter (incorporated by reference to
    Exhibit 99.16 to the December 2008
    8-K)99
.19

Compensation Agreement  Section 409A 2004
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.17 to the December 2008
    8-K)99
.20

Compensation Agreement  Section 409A 2005
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.18 to the December 2008
    8-K)99
.21

Compensation Agreement  Section 409A 2005
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.19 to the December
    2008 8-K)99
.22

Compensation Agreement  Section 409A 2006
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.20 to the December 2008
    8-K)99
.23

Compensation Agreement  Section 409A 2006
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.21 to the December
    2008 8-K)99
.24

Compensation Agreement  Section 409A 2007
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.22 to the December 2008
    8-K)99
.25

Compensation Agreement  Section 409A 2007
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.23 to the December
    2008 8-K)99
.26

Compensation Agreement  Section 409A 2008
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.24 to the December 2008
    8-K)99
.27

Compensation Agreement  Section 409A 2008
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.25 to the December
    2008 8-K)  79




---



##### Table of Contents



SIGNATURES      By:
    /s/  Larry
    C. Boyd          SIGNATURE

TITLE

DATE/s/  Gregory
    M. E. SpierkelGregory
    M. E. Spierkel

Chief Executive Officer and Director (Principal Executive
    Officer)

March 4, 2009/s/  William
    D. HumesWilliam
    D. Humes

Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer and
    Accounting Officer)

March 4, 2009/s/  Dale
    R. LauranceDale
    R. Laurance

Chairman of the Board

March 4, 2009/s/  Howard
    I. AtkinsHoward
    I. Atkins

Director

March 4, 2009/s/  Leslie
    S. HeiszLeslie
    S. Heisz

Director

March 4, 2009/s/  John
    R. IngramJohn
    R. Ingram

Director

March 4, 2009/s/  Martha
    R. IngramMartha
    R. Ingram

Director

March 4, 2009/s/  Orrin
    H. Ingram IIOrrin
    H. Ingram II

Director

March 4, 2009/s/  Linda
    Fayne LevinsonLinda
    Fayne Levinson

Director

March 4, 2009 80




---



##### Table of Contents



SIGNATURE

TITLE

DATE/s/  Gerhard
    SchulmeyerGerhard
    Schulmeyer

Director

March 4, 2009/s/  Michael
    T. SmithMichael
    T. Smith

Director

March 4, 2009/s/  Joe
    B. WyattJoe
    B. Wyatt

Director

March 4, 2009  81




---



##### Table of Contents



EXHIBIT
    INDEX
  Exhibit No.

Exhibit3
.1

Certificate of Incorporation of the Company (incorporated by
    reference to Exhibit 3.01 to the Companys
    Registration Statement on
    Form S-1
    (File
    No. 333-08453))3
.2

Certificate of Amendment of the Certificate of Incorporation of
    the Company dated as of June 5, 2001 (incorporated by
    reference to Exhibit 3.2 to the Companys Registration
    Statement on
    Form S-4)3
.3

Amended and Restated Bylaws of the Company dated
    February 21, 2007 (incorporated by reference to
    Exhibit 3.2 to the Companys Current Report on
    Form 8-K
    filed February 21, 2007)10
.1

Compensation Program  Ingram Micro Inc. Compensation
    Policy for Members of the Board of Directors, as amended and
    restated as of December 31, 2008 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed December 23, 2008, the December 2008
    8-K)10
.2

Retirement Program  Ingram Micro Inc. Board of
    Directors Deferred Compensation Plan, effective
    December 31, 2008 and related Adoption Agreement
    (incorporated by reference to Exhibit 10.2 to the December
    2008 8-K)10
.3

Retirement Program  Ingram Micro Amended and Restated
    401(k) Investment Plan (401K Plan) (incorporated by
    reference to Exhibit 10.6 to the Companys Annual
    Report on
    Form 10-K
    for the 2005 fiscal year)10
.4

Retirement Program  First Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.4 to the
    Companys Annual Report on
    Form 10-K
    for the 2006 fiscal year, the 2006
    10-K)10
.5

Retirement Program  Second Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.5 to the 2006
    10-K)10
.6

Retirement Program  Third Amendment to 401K Plan10
.7

Retirement Program  Fourth Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.4 to the December
    2008 8-K)10
.8

Retirement Program  Fifth Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.5 to the December
    2008 8-K)10
.9

Retirement Program  Sixth Amendment to 401K Plan10
.10

Retirement Program  Ingram Micro Inc. Supplemental
    Investment Savings Plan, amended and restated as of
    December 31, 2008 and related Adoption Agreement
    (incorporated by reference to Exhibit 10.3 to the December
    2008 8-K)10
.11

Ingram Micro Inc. Amended and Restated 2003 Equity Incentive
    Plan (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2008 quarter ended June 28, 2008, the Q2 2008
    10-Q)10
.12

Ingram Micro Inc. 2008 Executive Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Q2 2008
    10-Q)10
.13

Ingram Micro Inc. Executive Officer Severance Policy, amended
    and restated September 10, 2008 (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on September 12, 2008)10
.14

Employment Agreement as of June 1, 2005 between Ingram
    Micro and Kent B. Foster (incorporated by reference to
    Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on June 6, 2005)10
.15

Receivables Funding Agreement, dated July 29, 2004, among
    General Electric Capital Corporation, the Company, and Ingram
    Funding Inc. (incorporated by reference to Exhibit 10.54 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended July 3, 2004, the 2004 Q2
    10-Q)10
.16

Receivables Sale Agreement, dated July 29, 2004 between the
    Company and Ingram Funding Inc. (incorporated by reference to
    Exhibit 10.55 to the 2004 Q2
    10-Q)10
.17

Amendment No. 1 dated as of March 22, 2006 to
    Receivables Sale Agreement and Receivables Funding Agreement
    dated as of July 29, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 28, 2006)10
.18

Amendment No. 2 dated as of July 21, 2006 to
    Receivables Sale Agreement and Receivables Funding Agreement
    dated as of July 29, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on July 25, 2006)




---



##### Table of Contents



Exhibit No.

Exhibit10
.19

Credit Agreement dated effective as of August 23, 2007
    among Ingram Micro Inc. and its subsidiaries Ingram Micro
    Coordination Center B.V.B.A. and Ingram Micro Europe Treasury
    LLC, Bank of Nova Scotia, as administrative agent, Bank of
    America, N.A., as syndication agent, and the lenders party
    thereto (the August 2007 Credit Agreement,
    incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on August 24, 2007)10
.20

Amendment No. 1, dated as of July 17, 2008 to the
    August 2007 Credit Agreement (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on July 21, 2008, the July 2008
    8-K)10
.21

Credit Agreement, dated as of July 17, 2008, with The Bank
    of Nova Scotia, as administrative agent, ABN Amro Bank N.V. and
    BNP Paribas, as co-syndication agents, and various other lenders
    (incorporated by reference to Exhibit 10.1 to the July 2008
    8-K)14
.1

Ingram Micro Code of Conduct (incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    filed on November 13, 2007)21
.1

Subsidiaries of the Registrant23
.1

Consent of Independent Registered Public Accounting Firm31
.1

Certification by Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act31
.2

Certification by Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act32
.1

Certification by Principal Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act32
.2

Certification by Principal Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act99
.1

Revised Governance Committee Charter (incorporated by reference
    to Exhibit 99.26 to the December 2008
    8-K)99
.2

Revised Corporate Governance Guidelines dated March 27,
    2007 (incorporated by reference to Exhibit 99.3 to the
    Companys Current Report on
    Form 8-K
    filed March 29, 2007)99
.3

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Chairman of the Board)
    (incorporated by reference to Exhibit 99.1 to the December
    2008 8-K)99
.4

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Audit Committee Chair)
    (incorporated by reference to Exhibit 99.2 to the December
    2008 8-K)99
.5

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Non-Audit Committee Chair)
    (incorporated by reference to Exhibit 99.3 to the December
    2008 8-K)99
.6

Compensation Agreement  2009 Form of Board of
    Directors Compensation Election Form (Non-Chair Member)
    (incorporated by reference to Exhibit 99.4 to the December
    2008 8-K)99
.7

Compensation Agreement  2009 Form of Board of
    Directors Restricted Stock Units Deferral Election Agreement
    (incorporated by reference to Exhibit 99.5 to the December
    2008 8-K)99
.8

Compensation Agreement  2009 Form of Board of
    Directors Compensation Cash Deferral Election Form (incorporated
    by reference to Exhibit 99.6 to the December 2008
    8-K)99
.9

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement (incorporated by reference to
    Exhibit 99.7 to the December 2008
    8-K)99
.10

Compensation Agreement  Form of Stock Option Award
    Agreement for European Union (incorporated by reference to
    Exhibit 99.8 to the December 2008
    8-K)99
.11

Compensation Agreement  Form of Stock Option Award
    Agreement for Non-European Union Countries (incorporated by
    reference to Exhibit 99.9 to the December 2008
    8-K)99
.12

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries (incorporated by reference to Exhibit 99.10 to
    the December 2008
    8-K)99
.13

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries (incorporated by reference to Exhibit 99.11 to
    the December 2008
    8-K)99
.14

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France (incorporated
    by reference to Exhibit 99.12 to the December 2008
    8-K)99
.15

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries
    (incorporated by reference to Exhibit 99.13 to the December
    2008 8-K)99
.16

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries
    (incorporated by reference to Exhibit 99.14 to the December
    2008 8-K)




---



##### Table of Contents



Exhibit No.

Exhibit99
.17

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France (incorporated by
    reference to Exhibit 99.15 to the December 2008
    8-K)99
.18

Compensation Agreement  Section 409A One-Time
    Distribution Election Letter (incorporated by reference to
    Exhibit 99.16 to the December 2008
    8-K)99
.19

Compensation Agreement  Section 409A 2004
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.17 to the December 2008
    8-K)99
.20

Compensation Agreement  Section 409A 2005
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.18 to the December 2008
    8-K)99
.21

Compensation Agreement  Section 409A 2005
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.19 to the December
    2008 8-K)99
.22

Compensation Agreement  Section 409A 2006
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.20 to the December 2008
    8-K)99
.23

Compensation Agreement  Section 409A 2006
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.21 to the December
    2008 8-K)99
.24

Compensation Agreement  Section 409A 2007
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.22 to the December 2008
    8-K)99
.25

Compensation Agreement  Section 409A 2007
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.23 to the December
    2008 8-K)99
.26

Compensation Agreement  Section 409A 2008
    One-Time Cash Distribution Election Form (incorporated by
    reference to Exhibit 99.24 to the December 2008
    8-K)99
.27

Compensation Agreement  Section 409A 2008
    One-Time Restricted Stock Units Distribution Election Form
    (incorporated by reference to Exhibit 99.25 to the December
    2008 8-K)