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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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 2,
    2010ORo

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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    Accelerated Filer
    þ
    Accelerated
    Filer
    o
    Non-Accelerated Filer
    o
    Smaller
    Reporting Company
    o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:
  Form 10-K.




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TABLE OF
    CONTENTS
   
 PART I


1ITEM 1. BUSINESS


1Introduction


1History


1Industry


1Company Strengths


2Customers


5Sales and Marketing


6Products


6Services


7Suppliers


8Competition


8Seasonality


9Inventory Management


9Trademarks and Service Marks


9Employees


10Available Information


10EXECUTIVE OFFICERS OF THE COMPANY


10ITEM 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


19ITEM 2.  PROPERTIES


19ITEM 3.  LEGAL PROCEEDINGS


19PART II


21ITEM 4.  MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


21ITEM 5.  SELECTED FINANCIAL
    DATA


22ITEM 6.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


23ITEM 6A. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


40ITEM 7.  FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


41ITEM 8.  CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


74ITEM 8A. CONTROLS AND PROCEDURES


74ITEM 8B. OTHER INFORMATION


74PART III


75 i




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PART IV


75ITEM 15. EXHIBITS AND FINANCIAL
    STATEMENT SCHEDULES


75(a) 1. Financial Statements


75(a) 2. Financial Statement Schedules


75(a) 3. List of Exhibits


75SIGNATURES


78CONSENT 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)EX-10.11EX-10.13EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.8EX-99.9EX-99.11EX-99.12EX-99.13EX-99.14EX-99.15EX-99.16EX-99.17EX-99.20   ii




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PART I  ITEM 1.
    BUSINESS   Introduction  point-of-sale
 History   Industry  and/or end-to-end
 1




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Company
    Strengths  go-to-market
  
    Strong Working Capital Management and a Solid Financial
    Position.  We have consistently demonstrated
    strong working capital management. 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 eight 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 effectively manage our
    accounts receivable through timely collections, credit limit
    setting, customer terms and process efficiencies to minimize our
    working capital requirements. Our conservative approach to
    capital management, as well as our diversified portfolio of
    capital resources, has served us well in 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 2009, we continued with the streamlining and
    restructuring activities begun in 2008. In Europe, we sold our
    Danish broad-based distribution business and closed our Norway
    and Finland broad-based distribution businesses. We implemented
    a comprehensive expense reduction program in our North American
    operation that included labor reductions and productivity
    improvements, as well as streamlining of the AVAD and DBL CE
    operations. We believe our restructuring efforts have resulted
    in a more streamlined cost structure designed to leverage a more
    efficient infrastructure as IT demand improves. We continue to
    incorporate cost-saving measures in all business processes. The
    strategic locations of our IT systems and warehouse locations
    support custom shipment requirements and optimized delivery
    methodologies, allowing us to deliver faster, while reducing
    shipping costs. We remain focused on ensuring that our catalog
    includes the products most desired by our customers, which
    improves inventory management, realizes higher margin
    opportunities, and develops 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 associated with a
    single market, vendor or product segment. 2




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
    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. Our acquisition of AIDC/POS distributor
    Vantex in Asia Pacific serves to strengthen our presence in this
    adjacent product space and solidifies our position as the only
    global distributor of AIDC/POS products. Ingram Micro North
    America has launched a division focused on physical security
    products, such as video surveillance cameras and access control
    devices, to take advantage of the convergence between IT
    security and physical security, which is gaining traction. We
    remain focused on expansion in the mobile convergence market and
    on building security solutions. We are expanding our
    capabilities to enable reseller partners to capture
    opportunities in the sale of enterprise computing solutions,
    particularly within the growing data center market. To augment
    solid enterprise capabilities in Ingram Micro North
    Americas Infrastructure Technology Solutions Division and
    similar groups in other regions, we acquired CCD in the UK and
    VAD in New Zealand. 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. 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 building our portfolio of
    computer accessories. 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. We are intent on building our 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.
    We believe that several of our service offerings provide a means
    to diversify our revenue stream while distinguishing us from our
    competitors.      end-to-end fee-for-service just-in-time
 3




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fee-for-service
    
    Customers.  Our focus on diversification
    extends to a wide-range of 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 and solution providers (VARs)
    that serve as technology sources for the SMB market. We serve
    VARs with a complete
    go-to-market
    approach to their 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 and business intelligence tools. Our diversification
    strategy  which opened new markets in AIDC/POS, CE,
    home automation and entertainment, physical security and
    mobility products  has generated new customer
    segments for our traditional IT products. Our position in the
    North American government sector has been strengthened by our
    GovEd Alliance and our IMStimulus Program, which assists
    resellers and their end-user customers in capturing funding for
    IT projects made available by the American Recovery and
    Reinvestment Act of 2009 in the Healthcare, Education, Public
    Safety, Infrastructure, Energy and Broadband markets. The
    IMHealth Program enables our resellers to help physician offices
    convert to the newly mandated electronic health records, which
    are part of the Patient Controlled HealthIT Act.    
    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 manage and mitigate
    risk. In the context of the current economic recovery, our
    global position allows us to take advantage of markets in Asia
    and Latin America that have suffered a shallower economic
    downturn while preparing to capture growth as economic health
    returns to North America and Europe. 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 by leveraging our 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 (excluding the
    Peoples Republic of China), and Latin America and number
    two in Europe. 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.   4




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
    Competitive Differentiation through High Quality
    Execution.  We are committed to enhancing
    customer loyalty 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
    end-user demand. This information flow enables our high quality
    execution and our ability to provide favorable order fill rates
    to our customers around the world while optimizing our
    investment in working capital. We are developing an enhanced
    global Web capability, which will feature significant
    functionality improvements, merchandising and analytical tools
    and an overall improved ecommerce customer experience. Through
    our data analytics capabilities we are able to leverage our
    extensive database to provide valuable data for our vendors in
    North America and eventually on a global basis. In the
    U.S. and Canada, we host channel communities covering more
    than 6,000 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.   Customers   5




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Sales and
    Marketing     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. sub-categories:
  
    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; 6




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
    physical security products such as IP video surveillance,
    security alarm systems, fire alarm systems, access control smart
    cards and printers;
    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    
    supply chain services  (product procurement,
    inventory management, order management and fulfillment, reverse
    logistics, transportation management, customer care, credit and
    collection management services);
    integration services  (compatibility assurance,
    order configuration, drop ship to end-users);
    technical support  (real-time, multi-vendor
    support; certified technical expertise; technology help desks;
    online technical help);
    training support  (manufacturer-certified,
    self-study and instructor-led training courses for resellers and
    end-users);
    financial and credit services  (credit lines
    extended to resellers and to end-users on behalf of resellers,
    end-user leasing program);
    marketing services  (targeted marketing
    activities including direct mail, external media advertising,
    telemarketing campaigns, national and regional trade shows,
    web-based marketing);
    business intelligence services  (use of data
    analytics tools to analyze our extensive database of end-user
    records for the creation of a variety of highly targeted,
    customizable marketing and sales campaigns);
    eCommerce services  (EDI-, XML- and web-based
    electronic links to reseller customers to enable electronic
    transactions);
    reseller community hosting services  (Ingram
    Micro-enabled communities of resellers bound by a common
    specialized focus (e.g., government and SMB) that are provided
    with connections and resources to grow their specific
    businesses); and
    managed services  (security solutions, support
    and services management, monitoring, storage on demand, business
    continuity).   7




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Suppliers    build-to-order
   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.     8




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e-commerce
  and/or
 Seasonality   Inventory
    Management     Trademarks
    and Service Marks   9




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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.
  Alain Monié. 17-year
  Keith W.F. Bradley.
  Shailendra Gupta.
 10




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William D. Humes.
  Alain Maquet.
  Eduardo Araujo.
  Larry C. Boyd.
  Lynn Jolliffe.
  Mario F. Leone.
  Ria M. Carlson. 1999-2001, 1996-1999,
 11




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ITEM 1A.
    RISK
    FACTORS CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE
    HARBOR PROVISIONS OF THE PRIVATE SECURITIES
    LITIGATION REFORM ACT OF 1995        Difficult conditions in the global economy have affected our
    business and results of operations.
  
    More intense competition, which may lead to lower sales or
    reduced sales growth, loss of market share, reduced prices, and
    lower gross margins;
    loss of vendor rebates;
    extended payment terms with customers;
    increased bad debt risks;
    shorter payment terms with vendors;
    reduced access to liquidity and higher financing and interest
    costs;
    increased currency volatility making hedging more expensive and
    more difficult to obtain; and
    increased inventory losses related to obsolescence
    and/or
    excess quantities.      Our failure to adequately adapt to IT industry changes could
    negatively impact our future operating results.
 12




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and/or
  We have significant credit exposure to our customers and
    negative trends in their businesses could cause us significant
    credit loss.
  We continually experience intense competition across all
    markets for our products and services. and/or and/or
  We operate a global business that exposes us to risks
    associated with international activities. and/or
   13




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We are dependent on a variety of information systems, which,
    if not properly functioning, could adversely disrupt our
    business and harm our reputation and net sales.
  and/or
      Changes in our credit rating or other market factors, such as
    adverse capital and credit market conditions or reductions in
    cash flow from operations, may affect our ability to meet
    liquidity needs, reduce access to capital,
    and/or
    increase our costs of borrowing.
 14




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and/or and/or
  We have made and expect to continue to make investments in
    new business strategies and initiatives, including acquisitions,
    which could disrupt our business and have an adverse effect on
    our operating results.
  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.
   15




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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.
      We cannot predict what loss we might incur in litigation
    matters and contingencies that we may be involved with from time
    to time. Form 10-K
  Failure to retain and recruit key personnel would harm our
    ability to meet key objectives.
 16




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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.
  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 face a variety of risks in our reliance on third-party
    service companies, including shipping companies for the delivery
    of our products and outsourcing arrangements.
    Changes in accounting rules could adversely affect our future
    operating results. and/or
 17




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Future terrorist or military actions could result in
    disruption to our operations or loss of assets in certain
    markets or globally. 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;
    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.  period-to-period
 18




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS       19




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20




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PART II  ITEM 4.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Common Stock.
  HIGH


LOWFiscal Year 2009

First Quarter

$
14.24


$
9.82Second Quarter


17.85



12.85Third Quarter


18.58



15.83Fourth Quarter


18.80



16.85Fiscal Year 2008

First Quarter

$
18.97


$
14.97Second Quarter


18.90



15.83Third Quarter


19.95



16.51Fourth Quarter


16.20



9.29     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


14,027,614


$
16.10



4,055,760Equity compensation plans not approved by shareholders


None



None



NoneTOTAL


14,027,614


$
16.10



4,055,760     (1)
    
    Does not reflect any unvested awards of time vested restricted
    stock units/awards of 1,765,505 and performance vested
    restricted stock units of 3,163,201 at 100% target and 5,484,702
    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. 21




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ITEM 5.
    SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Form 10-K.
    2009

2008

2007

2006

2005($ in 000s, except per share data)Selected Operating InformationNet sales

$
29,515,446


$
34,362,152


$
35,047,089


$
31,357,477


$
28,808,312Gross profit(1)


1,670,209



1,940,091



1,909,298



1,685,285



1,574,978Income (loss) from operations(2)


295,940



(332,169
)


446,420



422,444



362,186Income (loss) before income taxes(3)


269,248



(382,138
)


385,238



367,333



301,937Net income (loss)(4)


202,138



(394,921
)


275,908



265,766



216,906Basic earnings per share  net income (loss)


1.24



(2.37
)


1.61



1.61



1.35Diluted earnings per share  net income (loss)


1.22



(2.37
)


1.56



1.56



1.32Selected Balance Sheet InformationCash and cash equivalents

$
910,936


$
763,495


$
579,626


$
333,339


$
324,481Total assets


8,179,350



7,083,473



8,975,001



7,704,307



7,034,990Total debt(5)


379,495



478,388



523,116



509,507



604,867Stockholders equity


3,011,813



2,655,845



3,426,942



2,920,475



2,438,598     (1)
    
    Includes a net charge to cost of sales of $30,134 in 2007
    related to the reserve recorded for the potential liability for
    certain commercial taxes in Brazil, as well as reductions in
    cost of sales of $9,758 and $8,224 in 2009 and 2008,
    respectively, for the release of portions of this reserve as the
    statute of limitations for an assessment had expired.(2)
    
    Includes items from footnote (1) above as well as:
    (i) a charge for the impairment of goodwill of $2,490 and
    $742,653 in 2009 and 2008; respectively, (ii) net
    reorganization costs (credits) of $34,083, $17,029, ($1,091),
    ($1,727) and $16,276 in 2009, 2008, 2007, 2006 and 2005,
    respectively; (iii), other major-program costs associated with
    the reorganization activities totaling $3,553, $1,544 and
    $22,935, charged to selling, general and administrative, or
    SG&A, expenses in 2009, 2008 and 2005, respectively; and
    (iv) a charge to SG&A expenses of $15,000 in 2007
    associated with the loss on settlement of a SEC matter regarding
    certain transactions with McAfee, Inc. (formerly NAI) from 1998
    through 2000.(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.(4)
    
    Includes the after-tax impact of items noted in footnotes
    (1) through (3) above.(5)
    
    Includes trade accounts receivable-backed financing and
    revolving trade 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 represented the undivided interests in
    transferred trade accounts receivable sold to and held by third
    parties. 22




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##### Table of Contents



ITEM 6.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
    of Our Business
  Sales
  year-over-year year-over-year.
  Gross
    Margin
  fee-for-service fee-for-service and/or
 23




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##### Table of Contents



Selling,
    General and Administrative Expenses or SG&A
    Expenses
  fee-for-service year-over-year
  Reorganization
    and Expense-Reduction Program Costs
      Acquisitions
   24




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Working
    Capital and Debt
  and/or day-to-day
  Our
    Critical Accounting Policies and Estimates
    and/or
  
    Trade Accounts Receivable  We provide
    allowances for doubtful accounts on our trade 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 we only
    have one customer which accounts for 10% or more of our
    consolidated trade accounts receivable, and no single customer
    accounts for 10% or more of our consolidated 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 and
    reduced capital availability at our customers resulting from the
    economic downturn.
    Vendor Programs  We receive funds from vendors
    for price protection, product return privileges, 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.
    Inventory  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 25




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have excess
    and/or
    obsolete inventory. On an ongoing basis, we review for estimated
    excess or obsolete inventory and write down our inventory to its
    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 rights to return
    inventory to vendors in accordance with contractual
    stipulations; aging of inventory; a sudden decline in demand due
    to the economic downturn; and rapid product improvements and
    technological changes.  
    Goodwill, Intangible Assets and Other Long-Lived
    Assets  We apply the provisions for evaluating
    goodwill and other intangible assets issued by the Financial
    Accounting Standards Board, or the FASB. While these provisions
    do not call for the amortization of goodwill, they require that
    goodwill be reviewed at least annually for potential impairment.        
    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 the future tax impact of any
    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 taxes on undistributed foreign earnings
    considered indefinitely reinvested. Material changes in our 26




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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 if such
    indefinitely reinvested policy is altered.    
    Contingencies and Litigation  There are
    various claims, lawsuits and pending actions against us,
    including those noted in Part I, 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).  Results
    of Operations
    2009


2008


2007Net sales by geographic region:North America

$
12,326,555



41.8
%

$
14,191,995



41.3
%

$
13,923,186



39.7
%EMEA


9,483,328



32.1



11,534,968



33.6



12,438,644



35.5Asia Pacific


6,243,455



21.1



6,904,640



20.1



7,133,417



20.4Latin America


1,462,108



5.0



1,730,549



5.0



1,551,842



4.4Total

$
29,515,446



100.0
%

$
34,362,152



100.0
%

$
35,047,089



100.0
%      27




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2009


2008


2007Operating income (loss) and operating margin (loss) by
    geographic region:North America

$
105,679



0.86
%

$
(49,011
)


(0.35
)%

$
219,835



1.58
%EMEA


92,856



0.98



42,014



0.36



151,529



1.22Asia Pacific


83,704



1.34



(353,518
)


(5.12
)


117,306



1.64Latin America


35,928



2.46



43,191



2.50



(4,375
)


(0.28
)Stock-based compensation expense


(22,227
)






(14,845
)






(37,875
)


Total

$
295,940



1.00
%

$
(332,169
)


(0.97
)%

$
446,420



1.27
%       2009


2008


2007Net sales


100.00
%


100.00
%


100.00
%Cost of sales


94.34



94.35



94.55Gross profit


5.66



5.65



5.45Operating expenses:Selling, general and administrative


4.53



4.41



4.18Impairment of goodwill


0.01



2.16



Reorganization costs (credits)


0.12



0.05



(0.00
)Income (loss) from operations


1.00



(0.97
)


1.27Other expense, net


0.09



0.14



0.17Income (loss) before income taxes


0.91



(1.11
)


1.10Provision for income taxes


0.23



0.04



0.31Net income (loss)


0.68
%


(1.15
)%


0.79
%   Results
    of Operations for the Years Ended January 2, 2010,
    January 3, 2009 and December 29, 2007
  year-over-year
 28




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year-over-year
  year-over-year year-over-year
     29




---



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fee-for-service and/or
  year-over-year year-over-year year-over-year fee-for-service year-over-year
     30




---



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and/or
         31




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32




---



##### 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)

Share2009Quarter Ended:(1)(2)April 4, 2009

$
6,745,084


$
381,004


$
45,246


$
37,625


$
27,466


$
0.17July 4, 2009


6,578,598



386,105



40,993



34,248



25,344



0.15October 3, 2009


7,384,574



401,910



63,181



56,408



42,306



0.25January 2, 2010


8,807,190



501,190



146,520



140,967



107,023



0.642008(3)Quarter Ended:(2)(4)March 29, 2008

$
8,577,318


$
485,508


$
99,284


$
86,560


$
64,055


$
0.37June 28, 2008


8,816,615



487,422



93,231



82,476



58,935



0.35September 27, 2008


8,283,703



452,856



72,458



60,290



46,374



0.27January 3, 2009(3)


8,684,516



514,305



(597,142
)


(611,464
)


(564,285
)


(3.48
)     (1)
    
    Includes the pre-tax impact of charges related to reorganization
    costs and expense-reduction program costs as follows: first
    quarter, $14,224; second quarter, $7,353; third quarter; $8,399;
    and fourth quarter, $7,660. The second quarter includes a
    pre-tax charge of $2,490 for the impairment of goodwill, while
    the fourth quarter includes a $9,758 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.(2)
    
    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.(3)
    
    2008 is a 53-week year making the quarter ended January 3,
    2009 a 14-week period.(4)
    
    Includes the pre-tax impact of charges related to reorganization
    costs and expense-reduction program costs as follows: second
    quarter, $7,707; third quarter; $4,064; and fourth quarter,
    $6,802. The fourth quarter also includes a pre-tax charge of
    $742,653 for the impairment of goodwill and an $8,224 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.  Liquidity
    and Capital Resources
  Cash
    Flows
   33




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and/or
  period-to-period
     34




---



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period-to-period and/or
  Acquisitions
    and Dispositions
    true-up.
            Capital
    Resources
  and/or and/or
 35




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U.S.-based
          and/or
 36




---



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back-up
    mark-to-market
        Covenant
    Compliance
   37




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##### Table of Contents



Contractual
    Obligations
    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 program(1)

$
600,000


$



$



$



$



$
EMEA revolving trade accounts receivable-backed financing
    programs(1)


328,000



















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


188,000



57,526







57,526







Senior unsecured term loan(2)


256,537



256,537



12,500



244,037







Revolving senior unsecured credit facilities(3)


293,000



861







861







Lines of credit and other(4)


614,000



64,571



64,571











Subtotal


2,279,537



379,495



77,071



302,424







Minimum payments under:Operating leases(5)


304,587



304,587



83,560



116,113



67,095



37,819IT and business process outsourcing agreements(6)


20,181



20,181



10,952



7,547



1,682



Liability for unrecognized tax benefits(7)


943



943



943











Total

$
2,605,248


$
705,206


$
172,526


$
426,084


$
68,777


$
37,819     (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 2, 2010, our actual aggregate capacity under these
    programs based on eligible trade accounts receivable was
    approximately $1,020,000.(2)
    
    The capacity amount in the table above includes the
    mark-to-market
    value of the interest rate swap which amounts to $9,662 (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 2,
    2010, letters of credit totaling $5,000 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 2, 2010, letters of credit totaling
    approximately $22,112 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. 38




---



##### Table of Contents



(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;
    and worldwide voice/PBX. This agreement is cancelable at our
    option. We also have 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 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. We also have 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, 2010, our liability for unrecognized tax
    benefits, including interest and penalties, was $22,875, the
    long-term portion of which amounted to $21,932. We are not able
    to reasonably estimate the timing of payments of the long-term
    portion of our liability for unrecognized tax benefits, 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
    New
    Accounting Standards
    Market
    Risk
       39




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##### 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 2, 2010

$
9,541


$
122


$
3,311VaR as of January 3, 2009


8,752



547



4,149   ITEM 6A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K.
 40




---



##### Table of Contents



ITEM 7.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageConsolidated Balance Sheet


42Consolidated Statement of Income


43Consolidated Statement of Stockholders
    Equity


44Consolidated Statement of Cash Flows


45Notes to Consolidated Financial Statements


46Schedule II  Valuation and
    Qualifying Accounts


72Report of Independent Registered Public
    Accounting Firm


73  41




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##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    BALANCE SHEET
 (Dollars in 000s, except share data)
  Fiscal Year End2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
910,936


$
763,495Trade accounts receivable (less allowances of $75,018 and
    $73,638)


3,943,243



3,179,455Inventory


2,499,895



2,306,617Other current assets


392,831



425,270Total current assets


7,746,905



6,674,837Property and equipment, net


221,710



202,142Other assets


210,735



206,494Total assets

$
8,179,350


$
7,083,473LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,296,224


$
3,427,362Accrued expenses


423,365



485,573Short-term
    debt and current maturities of long-term debt


77,071



121,724Total current liabilities


4,796,660



4,034,659Long-term debt, less current maturities


302,424



356,664Other liabilities


68,453



36,305Total liabilities


5,167,537



4,427,628Commitments 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;179,478,329 and 176,582,434 shares issued and 164,383,422
    and161,330,221 shares outstanding in 2009 and 2008,
    respectively


1,795



1,766Class B Common Stock, $0.01 par value,
    135,000,000 shares authorized; no shares issued and
    outstanding






Additional paid-in capital


1,201,577



1,145,145Treasury stock, 15,094,907 shares and
    15,252,213 shares in 2009 and 2008, respectively


(243,219
)


(246,314
)Retained earnings


1,882,695



1,680,557Accumulated other comprehensive income


168,965



74,691Total stockholders equity


3,011,813



2,655,845Total liabilities and stockholders equity

$
8,179,350


$
7,083,473    42




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##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF INCOME
 (Dollars in 000s, except per share data)
  Fiscal Year Ended2009


2008


2007Net sales

$
29,515,446


$
34,362,152


$
35,047,089Cost of sales


27,845,237



32,422,061



33,137,791Gross profit


1,670,209



1,940,091



1,909,298Operating expenses:Selling, general and administrative


1,337,696



1,512,578



1,463,969Impairment of goodwill


2,490



742,653



Reorganization costs (credits)


34,083



17,029



(1,091
)1,374,269



2,272,260



1,462,878Income (loss) from operations


295,940



(332,169
)


446,420Other expense (income):Interest income


(9,088
)


(18,337
)


(20,106
)Interest expense


28,177



64,548



75,495Net foreign exchange loss (gain)


3,886



1,105



(135
)Other


3,717



2,653



5,92826,692



49,969



61,182Income (loss) before income taxes


269,248



(382,138
)


385,238Provision for income taxes


67,110



12,783



109,330Net income (loss)

$
202,138


$
(394,921
)

$
275,908Basic earnings (loss) per share

$
1.24


$
(2.37
)

$
1.61Diluted earnings (loss) per share

$
1.22


$
(2.37
)

$
1.56    43




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##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
  AccumulatedCommon


Additional








OtherStock


Paid-in


Treasury


Retained


ComprehensiveClass A


Capital


Stock


Earnings


Income (Loss)


Total(Dollars in 000s)December 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 exercise of stock options






5,650















5,650Stock-based compensation expense






37,875















37,875Repurchase of Class A Common Stock










(25,061
)










(25,061
)Adoption of FASB provisions for uncertain tax positions














(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



18,146















18,170Income tax provision from 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






(1,093
)


1,093











Comprehensive loss














(394,921
)


(186,061
)


(580,982
)January 3, 2009


1,766



1,145,145



(246,314
)


1,680,557



74,691



2,655,845Stock options exercised and shares issued under the stock plan,
    net of shares withheld for employee taxes


29



33,379















33,408Income tax benefits for stock plan awards






3,921















3,921Stock-based compensation expense






22,227















22,227Issuance of treasury shares, net of shares withheld for employee
    taxes






(3,095
)


3,095











Comprehensive income














202,138



94,274



296,412January 2, 2010

$
1,795


$
1,201,577


$
(243,219
)

$
1,882,695


$
168,965


$
3,011,813    44




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##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Year Ended2009


2008


2007(Dollars in 000s)Cash flows from operating activities:Net income (loss)

$
202,138


$
(394,921
)

$
275,908Adjustments to reconcile net income (loss) to cash provided by
    operating activities:Depreciation and amortization


68,590



68,404



64,078Impairment of goodwill


2,490



742,653



Stock-based compensation


22,227



14,845



37,875Excess tax benefit from stock-based compensation


(4,085
)


(982
)


(5,674
)Noncash charges for interest and other compensation


278



382



399Gain on sale of the Asian semiconductor business










(2,859
)Deferred income taxes


5,920



(76,330
)


(33,326
)Changes in operating assets and liabilities, net of effects of
    acquisitions:Changes in amounts sold under accounts receivable programs










(68,505
)Trade accounts receivable


(754,699
)


783,824



(513,909
)Inventory


(179,341
)


387,723



40,869Other current assets


40,829



28,941



(54,199
)Accounts payable


772,194



(831,480
)


364,736Change in book overdrafts


96,911



(10,994
)


41,866Accrued expenses


(32,651
)


(158,121
)


180,555Cash provided by operating activities


240,801



553,944



327,814Cash flows from investing activities:Purchase of property and equipment


(68,667
)


(81,359
)


(49,755
)Sale of (investments in) marketable trading securities


704



(2,731
)


Proceeds from sale of a business










18,245Collection of short-term collateral deposits on financing
    arrangements


3,470



35,000



Acquisitions, net of cash acquired


(35,415
)


(12,347
)


(128,965
)Cash used by investing activities


(99,908
)


(61,437
)


(160,475
)Cash flows from financing activities:Proceeds from exercise of stock options


34,635



23,256



66,698Repurchase of Class A Common Stock






(222,346
)


(25,061
)Excess tax benefit from stock-based compensation


4,085



982



5,674Proceeds from (repayment of) senior unsecured term loan


(3,125
)


250,000



Net repayments on revolving credit facilities


(86,773
)


(323,243
)


(1,407
)Cash provided (used) by financing activities


(51,178
)


(271,351
)


45,904Effect of exchange rate changes on cash and cash equivalents


57,726



(37,287
)


33,044Increase in cash and cash equivalents


147,441



183,869



246,287Cash and cash equivalents, beginning of year


763,495



579,626



333,339Cash and cash equivalents, end of year

$
910,936


$
763,495


$
579,626Supplemental disclosures of cash flow information:Cash payments during the year:Interest

$
27,424


$
63,448


$
75,643Income taxes


90,679



86,076



100,015    45




---



##### 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
    Vendor
    Programs
   46




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
  build-to-order
  Foreign
    Currency Translation and Remeasurement
    Cash
    and Cash Equivalents
      Inventory
    Property
    and Equipment
   47




---



##### Table of Contents



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

40 yearsLeasehold improvements

3-17 yearsDistribution equipment

5-10 yearsComputer equipment and software

3-7 years     Long-Lived
    and Intangible Assets
      Goodwill
        Concentration
    of Credit Risk
   48




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Derivative
    Financial Instruments
            Fair
    Value Measurement
     49




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  mark-to-market
  Treasury
    Stock
    Comprehensive
    Income (Loss)
      Fiscal Year Ended2009


2008


2007Net income (loss)

$
202,138


$
(394,921
)

$
275,908Changes in foreign currency translation adjustments and other


94,274



(186,061
)


152,315Comprehensive income (loss)

$
296,412


$
(580,982
)

$
428,223     Earnings
    Per Share
   50




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2009


2008


2007Net income (loss)

$
202,138


$
(394,921
)

$
275,908Weighted average shares


162,993,264



166,542,541



171,640,569Basic earnings (loss) per share

$
1.24


$
(2.37
)

$
1.61Weighted average shares including the dilutive effect of
    stock-based awards (2,572,546 and 5,311,125 for 2009 and 2007,
    respectively)


165,565,810



166,542,541



176,951,694Diluted earnings (loss) per share

$
1.22


$
(2.37
)

$
1.56     Income
    Taxes
      Accounting
    for Stock-Based Compensation
   51




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    New
    Accounting Standards
          Note 3 
    Reorganization
    Costs   52




---



##### Table of Contents



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





Remainingand Charged





Liability atReorganization


Against the





January 2,Costs


Liability


Adjustments


2010Employee termination benefits

$
18,573


$
(17,074
)

$



$
1,499Facility costs


11,993



(1,455
)






10,538Other costs


819



(238
)






581$
31,385


$
(18,767
)

$



$
12,618       Outstanding


Amounts Paid





RemainingLiability at


and Charged





Liability atJanuary 3,


Against the





January 2,2009


Liability


Adjustments


2010Employee termination benefits

$
4,111


$
(3,744
)

$
(149
)

$
218Facility costs


2,556



(1,220
)


(225
)


1,111Other costs


400



(375
)






25$
7,067


$
(5,339
)

$
(374
)

$
1,354    53




---



##### Table of Contents



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


Amounts Paid





RemainingLiability at


and Charged





Liability atJanuary 3,


Against the





January 2,2009


Liability


Adjustments


2010Facility costs

$
2,587


$
(572
)

$
3,072


$
5,087     Note 4 
    Acquisitions
    and Dispositions       54




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    true-up.
  on-site
     55




---



##### Table of Contents



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





Asia


LatinAmerica


EMEA


Pacific


America


TotalBalance 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


















Acquisitions










2,490







2,490Impairment of goodwill










(2,490
)






(2,490
)Balance at January 2, 2010

$



$



$



$



$
     Note 5 
    Property
    and Equipment    Fiscal Year End2009


2008Land

$
5,609


$
5,442Buildings and leasehold improvements


144,672



131,328Distribution equipment


259,432



255,058Computer equipment and software


430,440



387,374840,153



779,202Accumulated depreciation


(618,443
)


(577,060
)$
221,710


$
202,142   Note 6 
    Debt    Fiscal Year End2009


2008North American revolving trade accounts receivable-backed
    financing program

$



$
69,000Asia Pacific revolving trade accounts receivable-backed
    financing program


57,526



29,035Senior unsecured term loan


256,537



261,754Revolving unsecured credit facilities


861



Lines of credit and other debt


64,571



118,599379,495



478,388Short-term debt and current maturities of long-term debt


(77,071
)


(121,724
)$
302,424


$
356,664  56




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  U.S.-based
          and/or back-up
 57




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    mark-to-market
         58




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7 
    Income
    Taxes      Fiscal Year Ended2009


2008


2007United States

$
11,984


$
(150,887
)

$
122,268Foreign


257,264



(231,251
)


262,970Total

$
269,248


$
(382,138
)

$
385,238     Fiscal Year Ended2009


2008


2007Current:Federal

$
1,551


$
26,971


$
67,597State


54



1,301



6,140Foreign


59,585



60,841



68,91961,190



89,113



142,656Deferred:Federal


12,086



(62,095
)


(19,256
)State


(979
)


(13,014
)


373Foreign


(5,187
)


(1,221
)


(14,443
)5,920



(76,330
)


(33,326
)Provision for income taxes

$
67,110


$
12,783


$
109,330     Fiscal Year Ended2009


2008


2007U.S. statutory rate

$
94,237


$
(133,748
)

$
134,833State income taxes, net of federal income tax benefit


(357
)


(7,701
)


3,816Effect of international operations


(40,861
)


(61,115
)


(64,643
)Effect of goodwill impairment


872



177,055



Effect of change in valuation allowance


11,098



38,260



32,240Other


2,121



32



3,084Provision for income taxes

$
67,110


$
12,783


$
109,330  59




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year End2009


2008Net deferred tax assets and (liabilities):Net operating loss carryforwards

$
190,907


$
111,096Allowance on trade accounts receivable


23,325



17,687Available tax credits


18,295



33,234Inventory


19,392



12,534Depreciation and amortization


49,265



52,816Employee benefits and compensation


47,691



36,006Reserves and accruals


36,173



57,386Other


2,868



2,466387,916



323,225Valuation allowance


(184,206
)


(116,180
)Total

$
203,710


$
207,045            60




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Fiscal Year Ended2009


2008


2007Gross unrecognized tax benefits at beginning of the year

$
11,223


$
20,168


$
16,736Increases in tax positions for prior years


3,666



144



1,222Decreases in tax positions for prior years


(781
)


(270
)


Increases in tax positions for current year


9,513



3,099



6,464Decreases in tax positions for current year






(28
)


(758
)Settlements


(2,036
)


(11,890
)


(3,128
)Lapse in statute of limitations


(331
)






(368
)Gross unrecognized tax benefits at end of the year

$
21,254


$
11,223


$
20,168     and/or
   61




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 8 
    Derivative
    Financial Instruments    Notional Amounts(1)


Fair ValueJanuary 2,


January 3,


January 2,


January 3,2010


2009


2010


2009Derivatives designated as hedging instruments recorded in:Other current assetsForeign exchange contracts

$



$
436,662


$



$
15,534Accrued expensesForeign exchange contracts


426,707







(6,484
)


Long-term debtInterest rate swap contracts


196,875



200,000



(9,662
)


(11,754
)623,582



636,662



(16,146
)


3,780Derivatives not receiving hedge accounting treatment recorded in:Other current assetsForeign exchange contracts


198,634



494,536



1,678



(1,076
)Accrued expensesForeign exchange contracts


951,782



287,252



(12,566
)


(5,444
)1,150,416



781,788



(10,888
)


(6,520
)Total

$
1,773,998


$
1,418,450


$
(27,034
)

$
(2,740
)     (1)
    
    Notional amounts represent the gross amount of foreign currency
    bought or sold at maturity for foreign exchange contracts and
    the underlying principal amount in interest rate swap contracts.    Cash
    Flow Hedges
   62




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9 
    Fair
    Value Measurements      Note 10 
    Commitments
    and Contingencies       63




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 64




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
94,5122011


71,5612012


52,0992013


38,8512014


29,926Thereafter


37,819$
324,768     Note 11 
    Segment
    Information     65




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2009


2008


2007Net salesNorth America

$
12,326,555


$
14,191,995


$
13,923,186EMEA


9,483,328



11,534,968



12,438,644Asia Pacific


6,243,455



6,904,640



7,133,417Latin America


1,462,108



1,730,549



1,551,842Total

$
29,515,446


$
34,362,152


$
35,047,089Income (loss) from operationsNorth America

$
105,679


$
(49,011
)

$
219,835EMEA


92,856



42,014



151,529Asia Pacific


83,704



(353,518
)


117,306Latin America


35,928



43,191



(4,375
)Stock-based compensation expense


(22,227
)


(14,845
)


(37,875
)Total

$
295,940


$
(332,169
)

$
446,420Capital expendituresNorth America

$
59,458


$
57,222


$
33,517EMEA


5,283



18,390



8,228Asia Pacific


2,729



4,996



5,842Latin America


1,197



751



2,168Total

$
68,667


$
81,359


$
49,755Depreciation and amortizationNorth America

$
36,926


$
36,241


$
33,212EMEA


15,645



16,439



15,411Asia Pacific


13,734



13,583



13,162Latin America


2,285



2,141



2,293Total

$
68,590


$
68,404


$
64,078     66




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year End2009


2008Identifiable assetsNorth America

$
3,586,238


$
2,827,736EMEA


2,753,847



2,739,600Asia Pacific


1,373,553



1,103,040Latin America


465,712



413,097Total

$
8,179,350


$
7,083,473   Note 12 
    Stock-Based
    Compensation      Fiscal Year Ended2009

2008

2007Expected life of stock options

4.5 years

4.5 years

4.5 yearsRisk-free interest rate

1.72%

3.16%

4.67%Expected stock volatility

31.8%

32.9%

37.8%Fair value of options granted

$3.11

$5.79

$7.95   Equity
    Incentive Plan
   67




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##### 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 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 2, 2009


17,459



15.57



4.6Granted


141



10.62Exercised


(2,865
)


12.09Forfeited/cancelled/expired


(707
)


17.49Outstanding at January 2, 2010


14,028



16.10



4.1


$
26,330Vested and expected to vest at January 2, 2010


13,927



16.07



3.8


$
26,327Exercisable at January 2, 2010


13,359



15.94



3.9


$
26,314   in-the-money
   68




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##### Table of Contents



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


Options ExercisableNumber


Weighted-


Weighted-


Number


Weighted-Outstanding at


Average


Average


Exercisable at


AverageJanuary 2,


Remaining


Exercise


January 2,


ExerciseRange of Exercise Prices

2010 (in 000s)


Life


Price


2010 (in 000s)


Price$10.15  $12.35


2,246



3.4


$
11.15



2,243


$
11.16$12.77  $15.81


3,325



3.7



14.35



3,325



14.35$16.42  $19.93


7,448



4.1



17.74



7,088



17.74$20.00  $21.60


1,009



7.0



20.69



703



20.6814,028



4.1



16.10



13,359



15.94       Weighted-Number of


AverageShares


Grant Date(in 000s)


Fair ValueNon-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



19.17Granted


3,484



11.51Vested


(256
)


17.30Forfeited


(809
)


13.70Non-vested at January 2, 2010


5,095



14.90    69




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##### Table of Contents



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


WeightedRepurchased


Average


Net Amount(in 000s)


Price Per Share


RepurchasedCumulative balance at December 30, 2006





$



$
Repurchased shares of common stock


1,302



19.26



25,061Cumulative 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



246,314Issued shares of common stock


(157
)


19.67



(3,095
)Cumulative balance at January 2, 2010


15,095



16.11


$
243,219   Classes
    of Common Stock
   70




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Class ACommon Stock(in 000s)December 30, 2006


169,408Stock options exercised


4,624Release of restricted stock units, net of shares withheld for
    employee taxes


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, net of shares withheld for
    employee taxes


736Grant of restricted Class A Common Stock


19Repurchase of Class A Common Stock


(14,006
)January 3, 2009


161,330Stock options exercised


2,865Release of restricted stock units, net of shares withheld for
    employee taxes


174Grant of restricted Class A Common Stock


14January 2, 2010


164,383  71




---



##### 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:2009

$
66,182


$
22,165


$
(22,844
)

$
3,762


$
69,2652008


71,896



25,532



(24,502
)


(6,744
)


66,1822007


68,298



14,058



(16,060
)


5,600



71,896Allowance for sales returns:2009

$
7,456


$
339


$
(2,291
)

$
249


$
5,7532008


11,259



706



(4,222
)


(287
)


7,4562007


9,998



613



(559
)


1,207



11,259     (*)
    
    Other includes recoveries, acquisitions, and the
    effect of fluctuation in foreign currency. 72




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    73




---



##### Table of Contents



ITEM 8.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 8A.
    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 8B.
    OTHER
    INFORMATION   74




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##### 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
    September 15, 2009 (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on September 17, 2009 (the Sept 2009
    8-K))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 Plan
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the 2008 fiscal year, the 2008
    10-K)10
.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) 75




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##### Table of Contents



Exhibit No.

Exhibit10
.9

Retirement Program  Sixth Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.9 to the 2008
    10-K)10
.10

Retirement Program  Seventh Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2009 quarter ended October 3, 2009)10
.11*

Retirement Program  Eighth Amendment to 401K Plan10
.12

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
.13*

Retirement Program  Amendment No. 1 to the
    Ingram Micro Inc. Supplemental Investment Savings Plan10
.14

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
.15

Ingram Micro Inc. 2008 Executive Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Q2 2008
    10-Q)10
.16

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
.17

Ingram Micro Inc. Compensation Recovery Policy, dated
    January 20, 2010 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on January 21, 2010)10
.18

Employment Letter dated June 8, 2009 to Alain Maquet
    (incorporated by reference to Exhibit 99.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2009 quarter ended July 4, 2009)10
.19

Receivables Funding Agreement, dated as of 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
.20

Receivables Sale Agreement, dated as of July 29, 2004
    between the Company and Ingram Funding Inc. (incorporated by
    reference to Exhibit 10.55 to the 2004 Q2
    10-Q)10
.21

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
.22

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
.23

Credit Agreement dated 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, The 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
.24

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
.25

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 Act 76




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##### Table of Contents



Exhibit No.

Exhibit31
.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

Amended Corporate Governance Guidelines dated September 15,
    2009 (incorporated by reference to Exhibit 99.2 to the Sept
    2009 8-K)99
.3

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

Compensation Agreement  Form of Board of Directors
    Compensation Cash Deferral Election Form99
.9*

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement99
.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 Union99
.12*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries99
.13*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries99
.14*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France99
.15*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries99
.16*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries99
.17*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France99
.18

Amended Human Resources Committee Charter, dated June 3,
    2009 (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on June 3, 2009)99
.19

Executive Committee Charter, dated September 15, 2009
    (incorporated by reference to Exhibit 99.1 to the Sept 2009
    8-K)99
.20*

Stock Ownership Policy     *
    
    Filed herewith. 77




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##### 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 2, 2010/s/  William
    D. HumesWilliam
    D. Humes

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

March 2, 2010/s/  Dale
    R. LauranceDale
    R. Laurance

Chairman of the Board

March 2, 2010/s/  Howard
    I. AtkinsHoward
    I. Atkins

Director

March 2, 2010/s/  Leslie
    S. HeiszLeslie
    S. Heisz

Director

March 2, 2010/s/  John
    R. IngramJohn
    R. Ingram

Director

March 2, 2010/s/  Orrin
    H. Ingram IIOrrin
    H. Ingram II

Director

March 2, 2010/s/  Linda
    Fayne LevinsonLinda
    Fayne Levinson

Director

March 2, 2010 78




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##### Table of Contents



SIGNATURE

TITLE

DATE/s/  Gerhard
    SchulmeyerGerhard
    Schulmeyer

Director

March 2, 2010/s/  Michael
    T. SmithMichael
    T. Smith

Director

March 2, 2010/s/  Joe
    B. WyattJoe
    B. Wyatt

Director

March 2, 2010  79




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##### 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
    September 15, 2009 (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on September 17, 2009 (the Sept 2009
    8-K))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 Plan
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the 2008 fiscal year, the 2008
    10-K)10
.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
    (incorporated by reference to Exhibit 10.9 to the 2008
    10-K)10
.10

Retirement Program  Seventh Amendment to 401K Plan
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2009 quarter ended October 3, 2009)10
.11*

Retirement Program  Eighth Amendment to 401K Plan10
.12

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
.13*

Retirement Program  Amendment No. 1 to the
    Ingram Micro Inc. Supplemental Investment Savings Plan10
.14

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
.15

Ingram Micro Inc. 2008 Executive Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Q2 2008
    10-Q)10
.16

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
.17

Ingram Micro Inc. Compensation Recovery Policy, dated
    January 20, 2010 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on January 21, 2010)10
.18

Employment Letter dated June 8, 2009 to Alain Maquet
    (incorporated by reference to Exhibit 99.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the 2009 quarter ended July 4, 2009)10
.19

Receivables Funding Agreement, dated as of 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
.20

Receivables Sale Agreement, dated as of July 29, 2004
    between the Company and Ingram Funding Inc. (incorporated by
    reference to Exhibit 10.55 to the 2004 Q2
    10-Q)10
.21

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)




---



##### Table of Contents



Exhibit No.

Exhibit10
.22

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
.23

Credit Agreement dated 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, The 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
.24

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
.25

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

Amended Corporate Governance Guidelines dated September 15,
    2009 (incorporated by reference to Exhibit 99.2 to the Sept
    2009 8-K)99
.3

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

Compensation Agreement  Form of Board of Directors
    Compensation Cash Deferral Election Form99
.9*

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement99
.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 Union99
.12*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries99
.13*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries99
.14*

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France99
.15*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries99
.16*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries99
.17*

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France99
.18

Amended Human Resources Committee Charter, dated June 3,
    2009 (incorporated by reference to Exhibit 99.1 to the
    Companys Current Report on
    Form 8-K
    filed on June 3, 2009)99
.19

Executive Committee Charter, dated September 15, 2009
    (incorporated by reference to Exhibit 99.1 to the Sept 2009
    8-K)99
.20*

Stock Ownership Policy     *
    
    Filed herewith.