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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 29, 2007ORo

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 RegisteredClass A Common Stock,

New York Stock ExchangePar Value $.01 Per Share   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  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


5Products


6Services


6Suppliers


7Competition


7Inventory Management


8Trademarks and Service Marks


8Employees


8Available Information


9Executive Officers of the Company


9ITEM 1A. RISK FACTORS


11CAUTIONARY STATEMENTS FOR PURPOSES OF THE
    SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
    LITIGATION REFORM ACT OF 1995


11ITEM 1B. UNRESOLVED STAFF COMMENTS


18ITEM 2.  PROPERTIES


18ITEM 3.  LEGAL PROCEEDINGS


18ITEM 4.  SUBMISSION OF MATTERS TO
    A VOTE OF SECURITY HOLDERS


19PART II


20ITEM 5.  MARKET FOR REGISTRANTS
    COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


20ITEM 6.  SELECTED FINANCIAL
    DATA


22ITEM 7.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


23ITEM 7A. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


39ITEM 8.  FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


40ITEM 9.  CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


71ITEM 9A. CONTROLS AND PROCEDURES


71ITEM 9B. OTHER INFORMATION


71PART III


72 i




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PART IV


72ITEM 15. EXHIBITS AND FINANCIAL
    STATEMENT SCHEDULES


72(a) 1. Financial Statements


72(a) 2. Financial Statement Schedules


72(a) 3. List of Exhibits


72SIGNATURES


76CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 302)CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 302)CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 906)CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 906)EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2Exhibit 99.22   ii




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




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Company
    Strengths    
    Global Market Reach and Scale.  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, EMEA,
    Asia-Pacific, and Latin America. These thriving regional
    businesses provide a unique global footprint that is unmatched
    by any of our full-line distribution competitors. Ingram Micro
    is the only global full-line distributor with 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.  and/or
      
    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 and volatility of a single market, vendor or product
    segment. 2




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
    Products.  In addition to our extensive
    market reach, 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.
    Based on publicly available information, we believe we offer the
    largest breadth of products in the IT industry. 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
    position in the CE market has been further strengthened with the
    2007 acquisition of North American CE accessories distributor,
    DBL. While our AVAD division positions Ingram Micro as the
    leader in the high-end custom installation market, DBL brings us
    to the forefront in the independent retail market with
    complementary products and services for a new and expansive
    customer base. We remain focused on our expansion in the mobile
    convergence market. As one of the few distributors with telecom
    carrier relationships throughout the world, Ingram Micro is
    positioned to benefit from the robust demand for smart handheld
    and converged devices. We believe that these adjacent product
    categories will provide a solid platform for growth. We continue
    to invest in technologies that will offer higher growth and
    value-add opportunities as exemplified by our acquisition of VPN
    Dynamics, a network security products training and services
    provider, and by our minority investment in a related company,
    Securematics, a network security products and solutions
    distributor. Ingram Micro is increasingly focused on expansion
    in higher-end technical solutions as demonstrated by the 2007
    launch of the Infrastructure Technology Solutions Division in
    North America and similar groups in other regions, which enable
    reseller partners to sell and support complex infrastructure
    solutions and effectively compete against larger and
    better-funded systems integrators in providing technology
    solutions. In support of our strategy to diversify revenue
    streams and expand addressable markets, we continue to build our
    private label business under the V7 brand. New products and
    expanded product lines were added during 2007 to our V7 line
    which is currently distributed in 27 countries.
    Services.  Services is one of the
    fastest-growing segments of IT spending. Ingram Micro is intent
    on building its service offerings which will enhance our gross
    margin profile with no inventory risk while allowing us to bring
    additional value to our customers and become more connected to
    our resellers end-user customers. Augmenting advances made
    through the 2006 launch of Ingram Micro Services Division (North
    America), we continue to roll out new managed services offerings
    for VARs to offer to their end-users. Ingram Micro often reduces
    the costs for VARs to deliver IT managed services through the
    use of our tools and applications, creating value and loyalty
    among our VAR customers. Ingram Micro Logistics provides
    end-to-end order management and logistics supply-chain services
    to manufacturers, retailers, Internet software, hardware and
    consumer electronics companies on a fee-for-service basis. In
    certain countries we provide logistics services to
    cellular/phone operators, including breaking bulk, retail
    kitting, SIM card administration, and distribution, as well as
    warranty services for a number of vendors. In addition, we also
    surround products and programs with our own services to
    resellers, such as technical support and financing. Although
    services represent one of the initiatives of our long-term
    strategy, they have represented less than 10% of our revenues in
    the past and may not exceed that level in the near term.
    Customers.  Our focus on diversification
    extends to the wide-ranging customers we serve in each of our
    regions. Our customer segments are distinguished by the
    end-users they serve and the types of products and services they
    provide. We try to limit exposure to the impact of business
    fluctuations by maintaining a balance in the customer segments
    we serve. This diversification strategy has been enhanced with
    our additional focus on AIDC/POS, CE, home automation and
    entertainment, and mobility products, which offer new customer
    segments for our traditional IT products. For example, revenue
    growth for AIDC/POS products is enhanced by cross-selling IT
    products to AIDC/POS division customers, as well as offering
    Ingram Micro customers access to the AIDC/POS divisions
    product portfolio. We target market segments that provide growth
    opportunities for existing customers and vendors. 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. Because of the number and dispersion
    of the SMB companies, it is a difficult segment for
    manufacturers to penetrate. SMB customers tend to upgrade or add
    systems often and employ VARs and other service providers for
    technology solutions in lieu of using an in-house IT staff. Our
    programs and services are geared to add value to VARs 3




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in a number of ways. We serve VARs with a complete
    go-to-market approach to a VARs business,
    including sales, marketing and technical support, training,
    solutions development, as well as expanding their end-user reach.  
    Geographic Diversification.  Our
    presence in a larger number of markets than any other
    broad-based technology products distributor provides us with a
    more balanced global portfolio with which to mitigate risk. Our
    recent expansion into Africa via a joint venture with MB
    Technologies and our re-entry into Argentina support our growth
    objectives through broadened geographic reach. In our more
    mature markets we are leveraging our solid foundation as market
    leader to spur additional growth by bringing new products and
    services to market. We are positioned to take advantage of
    higher growth potential in emerging markets. In these markets,
    we have established strong management teams versed in best
    practices provided by key management from established markets.  
    Competitive Differentiation through Superior
    Execution.  We are committed to enhancing
    customer loyalty and share of business by continually
    strengthening our value proposition. Through our understanding
    and fulfillment of the needs of our reseller and supplier
    partners, we provide our customers with the supply chain tools
    they require to increase the efficiency of their operations,
    enabling them to minimize inventory levels, improve customer
    delivery, and enhance profitability. We provide business
    information to our customers, suppliers, and end-users by
    leveraging our information systems. We give resellers, and in
    some cases their customers, real-time access to our product
    inventory data. By providing improved visibility to all
    participants in the supply chain, we allow inventory levels
    throughout the channel to more closely reflect end-user demand.
    This information flow enables our superior execution and our
    ability to provide favorable order fill rates to our customers
    around the world while optimizing our investment in working
    capital. In the U.S., we host channel communities covering more
    than 8,000 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. Through our data analytics capabilities we are able to
    leverage our industry-leading database to provide valuable data
    for our vendors in the U.S.  Fortune
    Magazines
  
    Strong Working Capital Management and Financial
    Position.  We have consistently demonstrated
    strong working capital management in both positive and difficult
    economic conditions. In particular, we have maintained a strong
    focus on optimizing our investment in inventory, while
    preserving customer fill rates and service levels. We have
    maintained our inventory days on hand at a stable range for the
    last six years as a result of our focused and sustainable
    initiatives towards minimizing excess and obsolete goods while
    improving buying patterns on our product flow. Furthermore, we
    continue to manage our accounts receivable generally through
    timely collections, credit limit setting, customer terms and
    process efficiencies to minimize our working capital
    requirements. Our business process improvement programs have
    also resulted in improving profitability and higher returns on
    invested capital, while providing us with a solid foundation for
    growth. We also believe that we are well positioned to support
    our growth initiatives in our core business and invest in
    incremental profitable growth opportunities. Finally, we believe
    our solid 4




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
    Continuous Focus on Optimizing
    Productivity.  We continue to seek ways to
    improve our processes and streamline our business model. We
    leverage our IT systems and warehouse locations to support
    custom shipment requirements, and by optimizing delivery
    methodologies, we deliver faster, while reducing shipping costs.
    We remain focused on ensuring that our catalog includes the
    products most desired by our customers, optimizing inventory
    management, realizing higher margin opportunities, and
    developing merchandising and pricing strategies that produce
    enhanced business results. We continue to drive productivity
    gains through employing the Six Sigma methodology globally. Each
    regional division is focused on streamlining costs and creating
    the most efficient infrastructure possible while investing in
    opportunities for growth. While investments in growth
    initiatives, processes and systems may result in higher
    operating costs in the near term, they are intended to lay the
    foundation for stronger operating margin performance in the
    future. In order to fully leverage our global operation, we make
    continuous investments in our IT infrastructure to drive
    efficiency and provide
    best-in-class
    quality in our processes and systems throughout the world. Customers     Sales and
    Marketing     5




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Products    


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


40-45
%


Systems:


25-30
%


Software:


15-20
%


Networking:


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




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




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e-commerce
  and/or
 Inventory
    Management     Trademarks
    and Service Marks   Employees   8




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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
  William D. Humes.
  Keith W.F. Bradley.
 9




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Jay A. Forbes.
  Shailendra Gupta.
  Larry C. Boyd.
  Ria M. Carlson. 1999-2001, 1996-1999,
  Lynn Jolliffe.
  Alain Maquet.
  Karen E. Salem.
 10




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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    Form 10-K Form 10-Q, Form 8-K,
    
    speeches and calls with market analysts;
    conferences, meetings and calls with investors and potential
    investors in our securities; and
    other meetings and conferences.    and/or
  We continue to experience intense competition across all
    markets for our products and services. and/or and/or
 11




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We have made and expect to continue to make investments in
    new business strategies and initiatives, including acquisitions
    and continued enhancements to information systems, process and
    procedures and infrastructure on a global basis, which could
    disrupt our business and have an adverse effect on our operating
    results.
  We operate a global business that exposes us to risks
    associated with international activities. and/or
  We are dependent on a variety of information systems and a
    failure of these systems could disrupt our business and harm our
    reputation and net sales. and/or
   12




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If a downturn in economic conditions continues for a long
    period of time or worsens, it will likely have an adverse impact
    on our business.
  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.
     13




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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 as a result of the
    SEC inquiry we have received.
  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.
  We have significant credit exposure to our reseller customers
    and negative trends in their businesses could cause us
    significant credit loss.
 14




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We are subject to the risk that our inventory values may
    decline and protective terms under supplier agreements may not
    adequately cover the decline in values.
    Future terrorist or military actions could result in
    disruption to our operations or loss of assets in certain
    markets or globally. and/or
  Failure to retain and recruit key personnel would harm our
    ability to meet key objectives.
  We face a variety of risks with outsourcing arrangements.
 15




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Changes in our credit rating, or other market factors may
    increase our interest expense or other costs of capital, or
    capital may not be available to us on acceptable terms to fund
    our working capital needs.
  Rapid changes in the operating environment for IT
    distributors have placed significant strain on our business, and
    we offer no assurance that our ability to manage future adverse
    industry trends will be successful.
  Changes in accounting rules could adversely affect our future
    operating results.
  Our quarterly results have fluctuated significantly.
  
    seasonal variations in the demand for our products and services
    such as lower demand in Europe during the summer months,
    worldwide pre-holiday stocking in the retail channel during the
    September-to-December period and the seasonal increase in demand
    for our North American fee-based logistics related services in
    the fourth quarter which affects our operating expenses and
    gross margins;
    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;
    currency fluctuations in countries in which we operate;
    variations in our levels of excess inventory and doubtful
    accounts, and changes in the terms of vendor-sponsored programs
    such as price protection and return rights;
    changes in the level of our operating expenses;
    the impact of acquisitions we may make;
    the impact of and possible disruption caused by reorganization
    efforts, as well as the related expenses
    and/or
    charges;
    the loss or consolidation of one or more of our major suppliers
    or customers; 16




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
    the impact of adverse outcomes in litigation and contingencies;
    product supply constraints;
    interest rate fluctuations, which may increase our borrowing
    costs and may influence the willingness of customers and
    end-users to purchase products and services; and
    general economic or geopolitical conditions.    We are dependent on third-party shipping companies for the
    delivery of our products.
 17




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ITEM 1B.  UNRESOLVED
    STAFF COMMENTS   ITEM 2.  PROPERTIES     ITEM 3.  LEGAL
    PROCEEDINGS       18




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ITEM 4.  SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   19




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS  Common Stock.
  HIGH


LOWFiscal Year 2007

First Quarter

$
20.78


$
18.64Second Quarter


22.02



19.28Third Quarter


21.97



18.26Fourth Quarter


21.24



18.10Fiscal Year 2006

First Quarter

$
20.54


$
18.44Second Quarter


20.00



16.64Third Quarter


19.63



16.67Fourth Quarter


21.00



18.98     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 shareowners


18,865,912


$
15.5921



13,910,459Equity compensation plans not approved by shareowners


None



None



NoneTOTAL


18,865,912



NA



13,910,459     (1)
    Does not reflect any unvested awards of time vested restricted
    stock units/awards of 1,423,013 (of which 32,834 have vested;
    however, receipt has been deferred to a future date, in
    accordance with 409A compliance) and performance vested
    restricted stock units of 1,101,342 at 100% target and 2,681,906
    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. 20




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Share
    Repurchase Program
      Issuer Purchases of Equity SecuritiesTotal Number of


Approximate DollarShares Purchased


Value of SharesTotal # of


Average


as Part of Publicly


that May Yet BeShares


Price Paid


Announced


Purchased UnderFiscal Month Period

Purchased


Per Share


Program(1)


the ProgramNovember 3  December 1, 2007


691,591


$
19.70



691,591


$
286,378,375December 2  December 29, 2007


609,900


$
18.76



1,301,491


$
274,939,364     (1)
    
    The company has, and may continue from time to time, to effect
    open market purchases during open trading periods and open
    market purchases through 10b5-1 plans, which allows a company to
    repurchase its shares at times when it otherwise might be
    prevented from doing so under insider trading laws or because of
    self-imposed trading blackout periods. 21




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ITEM 6.  SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Form 10-K.
    2007


2006


2005


2004


2003(Dollars in 000s, except per share data)Selected Operating InformationNet sales

$
35,047,089


$
31,357,477


$
28,808,312


$
25,462,071


$
22,613,017Gross profit(1)


1,909,298



1,685,285



1,574,978



1,402,042



1,223,488Income from operations(1)


446,420



422,444



362,186



283,367



156,193Income before income taxes(2)


385,238



367,333



301,937



263,276



115,794Net income(3)


275,908



265,766



216,906



219,901



149,201Basic earnings per share  net income


1.61



1.61



1.35



1.41



0.99Diluted earnings per share  net income


1.56



1.56



1.32



1.38



0.98Weighted average common shares outstanding:Basic


171,640,569



165,414,176



160,262,465



155,451,251



151,220,639Diluted


176,951,694



170,875,794



164,331,166



159,680,040



152,308,394Selected Balance Sheet InformationCash and cash equivalents

$
579,626


$
333,339


$
324,481


$
398,423


$
279,587Total assets


8,975,001



7,704,307



7,034,990



6,926,737



5,474,162Total debt(4)


523,116



509,507



604,867



514,832



368,255Stockholders equity


3,426,942



2,920,475



2,438,598



2,240,810



1,872,949     (1)
    
    Includes credit adjustment to reorganization costs of $1,091,
    $1,727 and $2,816 in 2007, 2006 and 2004, respectively, for
    previous actions and reorganization costs of $16,276 and $21,570
    in 2005 and 2003, respectively, as well as other major-program
    costs of $22,935 and $23,363 in 2005 and 2003, respectively,
    charged to selling, general and administrative expenses, or
    SG&A expenses, and $443 in 2003 charged to costs of sales,
    which were incurred in the implementation of our broad-based
    reorganization plan, our comprehensive profit enhancement
    program and additional profit enhancement opportunities (see
    Note 3 to our consolidated financial statements). Fiscal
    2007 includes a net charge to costs of sales of $30,134 related
    to a reserve recorded for certain commercial taxes in Brazil, a
    charge to SG&A expenses related to a reserve of $15,000 for
    estimated losses associated with the SEC matter regarding
    certain transactions with McAfee, Inc. (formerly NAI) from 1998
    through 2000 and a reduction to SG&A expenses related to a
    gain of $2,859 from the sale of our Asian semiconductor
    business. Fiscal 2007 and 2006 includes $37,875 and $28,875,
    respectively, of stock-based compensation expense resulting from
    the 2006 adoption of Statement of Financial Accounting Standards
    No. 123 (revised 2004) Share-Based
    Payment. Fiscal 2003 includes a charge of $20,000 related
    to the bankruptcy of Micro Warehouse in the United States, one
    of our former customers, of which $4,250 was subsequently
    recovered in 2006 from the bankruptcy proceedings.(2)
    
    Includes items noted in footnote (1) above as well as a
    loss of $8,413 on the redemption of senior subordinated notes in
    2005 and a gain on forward currency hedge of $23,120 in 2004
    related to our Australian dollar denominated purchase of Tech
    Pacific. 22




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(3)
    
    Includes items noted in footnotes (1) and (2) above,
    as well as the reversal of deferred tax liabilities of $801,
    $2,385, $41,078 and $70,461 in 2006, 2005, 2004 and 2003,
    respectively, related to the gains on sale of available-for-sale
    securities. Additionally, 2007 results include the reversal of
    $4,875 in tax liabilities following the completion of the U.S.
    IRSs audit of the 2001 through 2003 tax years.(4)
    
    Includes trade accounts receivable-backed financing facilities,
    senior subordinated notes, revolving credit facilities and other
    long-term debt including current maturities, but excludes
    off-balance sheet debt of $68,505 and $60,000 at the end of
    fiscal years 2006 and 2003, respectively, which amounts
    represent the undivided interests in transferred accounts
    receivable sold to and held by third parties as of the
    respective balance sheet dates.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
    of Our Business
  Sales
  and/or
  Gross
    Margin
   23




---



##### Table of Contents



and/or
  Selling,
    General and Administrative Expenses or SG&A
    Expenses
    Our
    Reorganization and Profit Enhancement Programs
  and/or
   24




---



##### Table of Contents



Acquisitions
  Paradigm
    DBL
    VPN
    and Securematics
  on-site
  SymTech
    AVAD
    Tech
    Pacific
   25




---



##### Table of Contents



Working
    Capital and Debt
    Our
    Critical Accounting Policies and Estimates
    and/or
  
    Accounts Receivable  We provide allowances for
    doubtful accounts on our accounts receivable for estimated
    losses resulting from the inability of our customers to make
    required payments. Changes in the financial condition of our
    customers or other unanticipated events, which may affect their
    ability to make payments, could result in charges for additional
    allowances exceeding our expectations. Our estimates are
    influenced by the following considerations: the large number of
    customers and their dispersion across wide geographic areas; the
    fact that no single customer accounts for 10% or more of our net
    sales; a continuing credit evaluation of our customers
    financial condition; aging of receivables, individually and in
    the aggregate; credit insurance coverage; the value and adequacy
    of collateral received from our customers in certain
    circumstances; and our historical loss experience.
    Vendor Programs  We receive funds from vendors
    for price protection, product rebates, marketing/promotion,
    infrastructure reimbursement and meet-competition programs,
    which are recorded as adjustments to product costs, revenue, or
    SG&A expenses according to the nature of the program. Some
    of these programs may extend over one or more quarterly
    reporting periods. We accrue rebates or other vendor incentives
    as earned based on sales of qualifying products or as services
    are provided in accordance with the terms of the related
    program. Actual rebates may vary based on volume or other sales
    achievement levels, which could result in an increase or
    reduction in the estimated amounts previously accrued. We also
    provide reserves for receivables on vendor programs for
    estimated losses resulting from vendors inability to pay
    or rejections of claims by vendors.
    Inventories  Our inventory levels are based on
    our projections of future demand and market conditions. Any
    sudden decline in demand
    and/or rapid
    product improvements and technological changes could cause us to
    have excess
    and/or
    obsolete inventories. On an ongoing basis, we review for
    estimated excess or 26




---



##### Table of Contents



obsolete inventories and write down our inventories to their
    estimated net realizable value based upon our forecasts of
    future demand and market conditions. If actual market conditions
    are less favorable than our forecasts, additional inventory
    write-downs may be required. Our estimates are influenced by the
    following considerations: protection from loss in value of
    inventory under our vendor agreements, our ability to return to
    vendors only a certain percentage of our purchases as
    contractually stipulated, aging of inventories, a sudden decline
    in demand due to an economic downturn, and rapid product
    improvements and technological changes.  
    Goodwill, Intangible Assets and Other Long-Lived
    Assets  Statement of Financial Accounting
    Standards No. 142, Goodwill and Other Intangible
    Assets eliminated the amortization of goodwill but
    requires that goodwill be reviewed at least annually for
    potential impairment. In the fourth quarters of 2007, 2006 and
    2005, we performed our annual impairment tests of goodwill for
    our reporting units of North America, EMEA and Asia-Pacific.
    There is no recorded goodwill in Latin America. The valuation
    methodologies included, but were not limited to, estimated net
    present value of the projected future cash flows of these
    reporting units. In connection with these tests, valuations of
    the individual reporting units were determined with the
    assistance of an independent third-party valuation firm. No
    impairment was indicated based on these tests. However, if
    actual results are substantially lower than our projections
    underlying these valuations, or if market discount rates
    increase, our future valuations could be adversely affected,
    potentially resulting in future impairment charges.    
    Income Taxes  As part of the process of
    preparing our consolidated financial statements, we estimate our
    income taxes in each of the taxing jurisdictions in which we
    operate. This process involves estimating our actual current tax
    expense together with assessing any temporary differences
    resulting from the different treatment of certain items, such as
    the timing for recognizing revenues and expenses for tax and
    financial reporting purposes. These differences may result in
    deferred tax assets and liabilities, which are included in our
    consolidated balance sheet. We are required to assess the
    likelihood that our deferred tax assets, which include net
    operating loss carryforwards, tax credits and temporary
    differences that are expected to be deductible in future years,
    will be recoverable from future taxable income or other tax
    planning actions and strategies. We provide a valuation
    allowance against these deferred tax assets unless it is more
    likely than not that they will ultimately be realized based on
    our estimates of future taxable income in the various taxing
    jurisdictions and other applicable factors.    
    Contingencies and Litigation There are
    various claims, lawsuits and pending actions against us,
    including those noted in Item 3. If a loss arising from
    these actions is probable and can be reasonably estimated, we
    record the amount of the estimated loss. If the loss is
    estimated using a range within which no point is more probable
    than another, the minimum estimated liability is recorded. As
    additional information becomes available, we assess any
    potential liability related to these actions and may need to
    revise our estimates. Ultimate resolution of these matters could
    materially impact our consolidated results of operations, cash
    flows or financial position (see Note 9 to our consolidated
    financial statements). 27




---



##### Table of Contents



Results
    of Operations
    2007


2006


2005Net sales by geographic region:North America

$
13,923



39.7
%

$
13,585



43.3
%

$
12,217



42.4
%EMEA


12,439



35.5



10,754



34.3



10,424



36.2Asia-Pacific


7,133



20.4



5,537



17.7



4,843



16.8Latin America


1,552



4.4



1,481



4.7



1,324



4.6Total

$
35,047



100.0
%

$
31,357



100.0
%

$
28,808



100.0
%     2007


2006


2005Operating income (loss) and operating margin (loss) by
    geographic region:North America

$
219.9



1.6
%

$
225.2



1.7
%

$
157.6



1.3
%EMEA


151.5



1.2



126.8



1.2



143.4



1.4Asia-Pacific


117.3



1.6



69.4



1.3



39.8



0.8Latin America


(4.4
)


(0.3
)


29.9



2.0



21.4



1.6Stock-based compensation expense recognized under FAS 123R


(37.9
)






(28.9
)










Total

$
446.4



1.3
%

$
422.4



1.4
%

$
362.2



1.3
%    28




---



##### Table of Contents



2007(1)


2006


2005Net sales


100.0
%


100.0
%


100.0
%Cost of sales


94.6



94.6



94.5Gross profit


5.4



5.4



5.5Operating expenses:Selling, general and administrative


4.2



4.0



4.1Reorganization costs (credits)


(0.0
)


(0.0
)


0.1Income from operations


1.3



1.4



1.3Other expense, net


0.2



0.2



0.2Income before income taxes


1.1



1.2



1.1Provision for income taxes


0.3



0.3



0.3Net income


0.8
%


0.9
%


0.8
%     (1)
    
    The percentages do not foot due to rounding.  Results
    of Operations for the Years Ended December 29, 2007,
    December 30, 2006 and December 31, 2005
  and/or
   29




---



##### Table of Contents



and/or
       30




---



##### Table of Contents



Quarterly
    Data; Seasonality
     31




---



##### Table of Contents



Form 10-K.
  Income





DilutedIncome


Before





EarningsNet


Gross


From


Income


Net


PerSales


Profit


Operations


Taxes


Income


Share(In millions, except per share data)Fiscal Year Ended December 29, 2007Thirteen Weeks Ended:(1)March 31, 2007

$
8,245.7


$
408.8


$
73.7


$
58.3


$
37.0


$
0.21June 30, 2007


8,186.1



442.8



85.7



70.5



52.4



0.30September 29, 2007


8,607.9



474.9



111.0



98.5



72.4



0.41December 29, 2007


10,007.4



582.8



176.0



157.9



114.1



0.64Fiscal Year Ended December 30, 2006Thirteen Weeks Ended:April 1, 2006

$
7,598.8


$
405.5


$
98.9


$
85.7


$
61.7


$
0.36July 1, 2006


7,395.6



391.7



88.0



74.7



53.8



0.32September 30, 2006


7,510.3



405.7



93.8



81.3



58.5



0.34December 30, 2006


8,852.8



482.4



141.7



125.6



91.8



0.53     (1)
    
    Includes the pre-tax impact of the following: first quarter,
    $33.8 million reserve for commercial taxes in Brazil,
    recorded in cost of sales; second quarter, $15.0 million
    reserve for estimated losses associated with the SEC matter
    regarding certain transactions with McAfee, Inc. (formerly NAI)
    from 1998 through 2000, recorded as a charge to SG&A
    expense; and fourth quarter, $3.6 million partial release
    of the reserve for Brazilian commercial taxes related to a
    period which has expired under the statute of limitations,
    recorded as a reduction of cost of sales, and a
    $2.9 million gain on the sale of our Asian semiconductor
    business, recorded as a reduction of SG&A expense.  Liquidity
    and Capital Resources
  Cash
    Flows
         32




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##### Table of Contents



Acquisitions
    and Disposition
    true-up
  on-site
 33




---



##### Table of Contents



Capital
    Resources
    U.S.-based
     34




---



##### Table of Contents



back-up
     35




---



##### Table of Contents



Covenant
    Compliance
    Contractual
    Obligations
    36




---



##### Table of Contents



Payments Due by PeriodTotal


Balance


Less Than








AfterContractual Obligations

Capacity


Outstanding


1 Year


1  3 Years


3  5 Years


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

$
753.0


$
387.5


$



$
387.5


$



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


495.0



















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


219.0



















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


252.0



















Revolving senior unsecured credit facilities(2)


363.0



0.9



0.9











Bank overdrafts and other(3)


906.0



134.7



134.7











Subtotal


2,988.0



523.1



135.6



387.5







Minimum payments under:Operating leases(4)


366.2



366.2



85.4



142.6



85.8



52.4IT and business process outsourcing agreements(5)


47.3



47.3



19.8



26.9



0.6



Total

$
3,401.5


$
936.6


$
240.8


$
557.0


$
86.4


$
52.4     (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
    December 29, 2007, our actual aggregate capacity under
    these programs based on eligible accounts receivable was
    approximately $1.6 billion.(2)
    
    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 December 29,
    2007, letters of credit totaling $41.2 million were issued
    to certain vendors and financial institutions to support
    purchases by our subsidiaries, payment of insurance premiums and
    flooring arrangements. The issuance of these letters of credit
    reduces our available capacity by the same amount.(3)
    
    Certain of these programs can also be used to support letters of
    credit. At December 29, 2007, letters of credit totaling
    approximately $30.2 million were issued principally to
    certain vendors to support purchases by our subsidiaries. The
    issuance of these letters of credit also reduces our available
    capacity by the same amount.(4)
    
    We lease the majority of our facilities and certain equipment
    under noncancelable operating leases. Amounts in this table
    represent future minimum payments on operating leases that have
    remaining noncancelable lease terms in excess of one year.(5)
    
    In December 2002, we entered into an agreement with a
    third-party provider of IT outsourcing services. The services to
    be provided include mainframe, major server, desktop and
    enterprise storage operations, wide-area and local-area network
    support and engineering; systems management services; help desk
    services; and worldwide voice/PBX. This agreement expires in
    December 2009, but is cancelable at our option subject to
    payment of termination fees. In September 2005, we entered into
    an agreement with a leading global business process outsource
    service provider. The services to be provided include selected
    North America positions in finance and shared services, customer
    service, vendor management and selected U.S. positions in
    technical support and inside sales (excluding field sales and
    management positions). This agreement expires in September 2010,
    but is cancelable at our option subject to payment of
    termination fees. In August 2006, we entered into an agreement
    with a leading global IT outsource service provider. The
    services to be provided include certain IT positions in North
    America related to our application development functions. This
    agreement 37




---



##### Table of Contents



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.        Other
    Matters
    Transactions
    with Related Parties
    New
    Accounting Standards
    Market
    Risk
     38




---



##### Table of Contents



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


Currency SensitiveSensitive Financial


Financial


CombinedInstruments


Instruments


PortfolioVaR as of December 29, 2007

$
8.4


$
0.0


$
6.1VaR as of December 30, 2006


7.0



0.2



5.1   ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K.
 39




---



##### Table of Contents



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


41Consolidated Statement of Income


42Consolidated Statement of Stockholders
    Equity


43Consolidated Statement of Cash Flows


44Notes to Consolidated Financial Statements


45Schedule II  Valuation and
    Qualifying Accounts


69Report of Independent Registered Public
    Accounting Firm


70  40




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    BALANCE SHEET
 (Dollars
    in 000s, except share data)
  Fiscal Year End2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
579,626


$
333,339Trade accounts receivable (less allowances of $83,155 and
    $78,296)


4,054,824



3,316,723Inventories


2,766,148



2,682,558Other current assets


520,069



413,453Total current assets


7,920,667



6,746,073Property and equipment, net


181,416



171,435Goodwill


733,481



643,714Other assets


139,437



143,085Total assets

$
8,975,001


$
7,704,307LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,349,700


$
3,788,605Accrued expenses


602,295



440,383Current maturities of long-term debt


135,616



238,793Total current liabilities


5,087,611



4,467,781Long-term debt, less current maturities


387,500



270,714Other liabilities


72,948



45,337Total liabilities


5,548,059



4,783,832Commitments and contingencies (Note 9)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; 174,243,838 and
    169,408,907 shares issued and 172,942,347 and
    169,408,907 shares outstanding in 2007 and 2006,
    respectively


1,742



1,694Class B Common Stock, $0.01 par value,
    135,000,000 shares authorized; no shares issued and
    outstanding






Additional paid-in capital


1,114,031



1,005,817Treasury stock, 1,301,491 shares in 2007 and no shares in
    2006


(25,061
)


Retained earnings


2,075,478



1,804,527Accumulated other comprehensive income


260,752



108,437Total stockholders equity


3,426,942



2,920,475Total liabilities and stockholders equity

$
8,975,001


$
7,704,307    41




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF INCOME
 (Dollars
    in 000s, except per share data)
  Fiscal Year Ended2007


2006


2005Net sales

$
35,047,089


$
31,357,477


$
28,808,312Cost of sales


33,137,791



29,672,192



27,233,334Gross profit


1,909,298



1,685,285



1,574,978Operating expenses:Selling, general and administrative


1,463,969



1,264,568



1,196,516Reorganization costs (credits)


(1,091
)


(1,727
)


16,2761,462,878



1,262,841



1,212,792Income from operations


446,420



422,444



362,186Other expense (income):Interest income


(20,106
)


(8,974
)


(4,249
)Interest expense


75,495



54,599



48,957Losses on sales of receivables






1,503



1,552Net foreign exchange loss (gain)


(135
)


(198
)


961Loss on redemption of senior subordinated notes










8,413Other


5,928



8,181



4,61561,182



55,111



60,249Income before income taxes


385,238



367,333



301,937Provision for income taxes


109,330



101,567



85,031Net income

$
275,908


$
265,766


$
216,906Basic earnings per share

$
1.61


$
1.61


$
1.35Diluted earnings per share

$
1.56


$
1.56


$
1.32    42




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
  AccumulatedCommon


Additional








OtherStock


Paid-in


Treasury


Retained


Comprehensive


UnearnedClass A


Capital


Stock


Earnings


Income (Loss)


Compensation


Total(Dollars in 000s)January 1, 2005

$
1,587


$
817,378


$



$
1,321,855


$
99,990


$



$
2,240,810Stock options exercised


36



49,240



















49,276Income tax benefit from exercise of stock options






6,584



















6,584Grant of restricted Class A Common Stock and stock units


1



1,031















(1,032
)


Stock-based compensation expense






751















937



1,688Comprehensive income (loss)














216,906



(76,666
)






140,240December 31, 2005


1,624



874,984







1,538,761



23,324



(95
)


2,438,598Stock options exercised


70



98,059



















98,129Income tax benefit from exercise of stock options






3,994



















3,994Stock-based compensation expense






28,875



















28,875Reversal of restricted stock units






(95
)














95



Comprehensive income














265,766



85,113







350,879December 30, 2006


1,694



1,005,817







1,804,527



108,437







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


48



64,689



















64,737Income tax benefit from stock plan awards






5,650



















5,650Stock-based compensation expense






37,875



















37,875Repurchase of Class A Common Stock










(25,061
)














(25,061
)Adjustment for adoption of FIN 48














(4,957
)










(4,957
)Comprehensive income














275,908



152,315







428,223December 29, 2007

$
1,742


$
1,114,031


$
(25,061
)

$
2,075,478


$
260,752


$



$
3,426,942    43




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Year Ended2007


2006


2005(Dollars in 000s)Cash flows from operating activities:Net income

$
275,908


$
265,766


$
216,906Adjustments to reconcile net income to cash provided by
    operating activities:Depreciation and amortization


64,078



61,187



64,338Stock-based compensation expense under FAS 123R


37,875



28,875



Excess tax benefit from stock-based compensation under
    FAS 123R


(5,674
)


(8,923
)


Noncash charges for interest and compensation


399



394



2,775Gain on sale of the Asian semiconductor business


(2,859
)






Loss on redemption of senior subordinated notes










8,413Deferred income taxes


(33,326
)


(2,111
)


16,824Changes in operating assets and liabilities, net of effects of
    acquisitions:Changes in amounts sold under accounts receivable programs


(68,505
)


68,505



Accounts receivable


(513,909
)


(175,343
)


(219,692
)Inventories


40,869



(456,453
)


(37,428
)Other current assets


(54,199
)


(25,599
)


122,729Accounts payable


364,736



247,951



10,531Accrued expenses


180,555



46,423



(177,175
)Cash provided by operating activities


285,948



50,672



8,221Cash flows from investing activities:Purchase of property and equipment


(49,755
)


(39,169
)


(38,842
)Proceeds from sale of property and equipment






2,572



Proceeds from sale of a business


18,245







Short-term collateral cash deposits






(35,000
)


Acquisitions, net of cash acquired


(128,965
)


(33,727
)


(140,566
)Cash used by investing activities


(160,475
)


(105,324
)


(179,408
)Cash flows from financing activities:Proceeds from exercise of stock options


66,698



98,129



49,276Repurchase of Class A Common Stock


(25,061
)






Redemption of senior subordinated notes










(205,801
)Excess tax benefit from stock-based compensation under
    FAS 123R


5,674



8,923



Net proceeds from (repayments of) debt


(1,407
)


(96,546
)


305,838Changes in book overdrafts


41,866



42,172



(28,932
)Cash provided by financing activities


87,770



52,678



120,381Effect of exchange rate changes on cash and cash equivalents


33,044



10,832



(23,136
)Increase (decrease) in cash and cash equivalents


246,287



8,858



(73,942
)Cash and cash equivalents, beginning of year


333,339



324,481



398,423Cash and cash equivalents, end of year

$
579,626


$
333,339


$
324,481Supplemental disclosures of cash flow information:Cash payments during the year:Interest

$
75,643


$
51,327


$
50,281Income taxes


100,015



119,276



65,847    44




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in 000s, except share and per share data)
  Note 1 
    Organization
    and Basis of Presentation    Note 2 
    Significant
    Accounting Policies  Basis
    of Consolidation
    Fiscal
    Year
    Use of
    Estimates
    Revenue
    Recognition
  EITF 99-19,
  Vendor
    Programs
   45




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
    Foreign
    Currency Translation and Remeasurement
    Fair
    Value of Financial Instruments
    Cash
    and Cash Equivalents
    Inventories
    Property
    and Equipment
   46




---



##### Table of Contents



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


40 yearsLeasehold improvements


3-17 yearsDistribution equipment


5-10 yearsComputer equipment and software


3-5 years     Long-Lived
    and Intangible Assets
    Goodwill
    Concentration
    of Credit Risk
    Derivative
    Financial Instruments
   47




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Fiscal Year End2007

2006Notional

Estimated

Notional

EstimatedAmounts

Fair Value

Amounts

Fair ValueForeign exchange forward contracts

$
1,419,690


$
(12,865
)

$
1,303,701


$
(5,199
)   Treasury
    Stock
    Comprehensive
    Income
      Fiscal Year Ended2007


2006


2005Net income

$
275,908


$
265,766


$
216,906Changes in foreign currency translation adjustments


152,315



85,113



(76,666
)Comprehensive income

$
428,223


$
350,879


$
140,240    48




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings
    Per Share
      Fiscal Year Ended2007


2006


2005Net income

$
275,908


$
265,766


$
216,906Weighted average shares


171,640,569



165,414,176



160,262,465Basic earnings per share

$
1.61


$
1.61


$
1.35Weighted average shares including the dilutive effect of stock
    awards (5,311,125; 5,461,618; and 4,068,701 for 2007, 2006, and
    2005, respectively)


176,951,694



170,875,794



164,331,166Diluted earnings per share

$
1.56


$
1.56


$
1.32     Income
    Taxes
      Accounting
    for Stock-Based Compensation
   49




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      New
    Accounting Standards
       50




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    157-1 157-2
  No. 06-03 No. 06-03). No. 06-03 No. 06-03
  Note 3 
    Reorganization
    Costs        Outstanding


Amounts Paid





RemainingLiability at


and Charged





Liability atDecember 30,


Against the





December 29,2006


Liability


Adjustments


2007Employee termination benefits

$
69


$
(35
)

$
(34
)

$
Facility costs


1,737



(300
)






1,437Total

$
1,806


$
(335
)

$
(34
)

$
1,437    51




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##### Table of Contents



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


Amounts Paid





RemainingLiability at


and Charged





Liability atDecember 30,


Against the





December 29,2006


Liability


Adjustments


2007Employee termination benefits

$
25


$



$
(25
)

$
Facility costs


3,576



(69
)


(1,032
)


2,475Total

$
3,601


$
(69
)

$
(1,057
)

$
2,475           Note 4 
    Acquisitions
    and Disposition     52




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  true-up
  on-site
       53




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##### Table of Contents



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





Asia-


LatinAmerica


EMEA


Pacific


America


TotalBalance at December 31, 2005

$
156,132


$
11,727


$
470,557


$



$
638,416Acquisitions


603



1,011



(5,909
)






(4,295
)Foreign currency translation


(3
)


1,430



8,166







9,593Balance at December 30, 2006


156,732



14,168



472,814







643,714Acquisitions


78,611







(209
)






78,402Disposition










(5,758
)






(5,758
)Foreign currency translation


150



1,591



15,382







17,123Balance at December 29, 2007

$
235,493


$
15,759


$
482,229


$



$
733,481     Note 5 
    Property
    and Equipment    Fiscal Year End2007


2006Land

$
5,684


$
4,864Buildings and leasehold improvements


137,470



124,589Distribution equipment


257,318



233,866Computer equipment and software


347,896



309,151748,368



672,470Accumulated depreciation


(566,952
)


(501,035
)$
181,416


$
171,435  54




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Long-Term
    Debt    Fiscal Year End2007


2006North American revolving trade accounts receivable-backed
    financing facilities

$
387,500


$
234,400Asia-Pacific revolving trade accounts receivable-backed
    financing facilities






36,299Revolving unsecured credit facilities and other debt


135,616



238,808523,116



509,507Current maturities of long-term debt


(135,616
)


(238,793
)$
387,500


$
270,714   U.S.-based
       55




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    back-up
       56




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 7 
    Income
    Taxes    Fiscal Year Ended2007


2006


2005United States

$
122,268


$
133,399


$
80,263Foreign


262,970



233,934



221,674Total

$
385,238


$
367,333


$
301,937     Fiscal Year Ended2007


2006


2005Current:Federal

$
67,597


$
60,962


$
19,933State


6,140



4,231



260Foreign


68,919



38,485



48,014142,656



103,678



68,207Deferred:Federal


(19,256
)


(16,066
)


(7,044
)State


373



1,030



2,381Foreign


(14,443
)


12,925



21,487(33,326
)


(2,111
)


16,824Provision for income taxes

$
109,330


$
101,567


$
85,031  57




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2007


2006


2005U.S. statutory rate

$
134,833


$
128,567


$
105,678Reversal of federal deferred tax liability






(801
)


(2,385
)State income taxes, net of federal income tax benefit


3,816



2,692



1,391Effect of international operations


(33,302
)


(26,161
)


(21,965
)Other


3,983



(2,730
)


2,312Total tax provision

$
109,330


$
101,567


$
85,031     Fiscal Year End2007


2006Net deferred tax assets and (liabilities):Net operating loss carryforwards

$
101,302


$
71,595Allowance on accounts receivable


19,306



14,392Available tax credits


30,453



31,056Inventories


3,383



(3,140
)Depreciation and amortization


(27,901
)


(31,725
)Employee benefits and compensation


45,437



39,498Reserves and accruals


55,338



47,313Other


3,938



2,292231,256



171,281Valuation allowance


(91,485
)


(49,508
)Total

$
139,771


$
121,773          58




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Gross unrecognized tax benefits at December 31, 2006

$
16,736Increases in tax positions for prior years


1,222Decreases in tax positions for prior years


Increases in tax positions for current year


6,464Decreases in tax positions for current year


(758
)Settlements


(3,128
)Lapse in statute of limitations


(368
)Gross unrecognized tax benefits at December 29, 2007

$
20,168     and/or
  Note 8 
    Transactions
    with Related Parties   59




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9 
    Commitments
    and Contingencies           60




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               61




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
105,2542009


97,4102010


72,0092011


50,8632012


35,551Thereafter


52,361$
413,448     Note 10 
    Segment
    Information     62




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2007


2006


2005Net salesNorth AmericaSales to unaffiliated customers

$
13,923,186


$
13,584,978


$
12,216,790Intergeographic sales


236,883



207,060



177,299EMEA


12,438,644



10,753,995



10,424,026Asia-Pacific


7,133,417



5,537,485



4,843,135Latin America


1,551,842



1,481,019



1,324,361Eliminations of intergeographic sales


(236,883
)


(207,060
)


(177,299
)Total

$
35,047,089


$
31,357,477


$
28,808,312Income from operationsNorth America

$
219,835


$
225,183


$
157,624EMEA


151,529



126,823



143,377Asia-Pacific


117,306



69,373



39,768Latin America


(4,375
)


29,940



21,417Stock-based compensation expense recognized under FAS 123R


(37,875
)


(28,875
)


Total

$
446,420


$
422,444


$
362,186Capital expendituresNorth America

$
33,517


$
22,312


$
14,634EMEA


8,228



10,636



14,073Asia-Pacific


5,842



4,526



9,266Latin America


2,168



1,695



869Total

$
49,755


$
39,169


$
38,842Depreciation and amortizationNorth America

$
33,212


$
32,071


$
33,193EMEA


15,411



13,544



14,260Asia-Pacific


13,162



13,143



14,228Latin America


2,293



2,429



2,657Total

$
64,078


$
61,187


$
64,338     63




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year End2007


2006Identifiable assetsNorth America

$
4,867,383


$
4,408,260EMEA


2,691,046



2,107,517Asia-Pacific


947,873



792,508Latin America


468,699



396,022Total

$
8,975,001


$
7,704,307   Note 11 
    Stock-Based
    Compensation      Fiscal Year Ended2005Net income, as reported

$
216,906Compensation expense as determined under FAS 123, net of
    related tax effects


17,068Pro forma net income

$
199,838Earnings per share:Basic  as reported

$
1.35Basic  pro forma

$
1.25Diluted  as reported

$
1.32Diluted  pro forma

$
1.21    64




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended2007

2006

2005Expected life of stock options

4.5 years

4.0 years

3.5 yearsRisk-free interest rate

4.67%

4.70%

3.71%Expected stock volatility

37.8%

40.0%

41.8%Weighted-average fair value of options granted

$7.95

$7.14

$6.04   Equity
    Incentive Plan
       65




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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 31, 2005


30,558


$
15.61Granted


1,162



19.01Exercised


(7,001
)


14.02Forfeited/cancelled/expired


(1,365
)


27.86Outstanding at December 30, 2006


23,354



15.54



5.9


$
122,285Granted


1,321



20.69Exercised


(4,624
)


14.42Forfeited/cancelled/expired


(1,185
)


25.67Outstanding at December 29, 2007


18,866



15.59



5.4


$
58,404Vested and expected to vest at December 29, 2007


18,421



15.51



4.9


$
58,147Exercisable at December 29, 2007


15,665



14.90



4.8


$
56,740         Weighted-Shares


Average(in 000s)


Exercise PriceOutstanding at January 1, 2005


32,659


$
15.40Stock options granted during the year


4,748



17.28Stock options exercised


(3,576
)


13.78Forfeited/cancelled/expired


(3,273
)


17.86Outstanding at December 31, 2005


30,558



15.61  66




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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


AverageDecember 29,


Remaining


Exercise


December 29,


ExerciseRange of Exercise Prices

2007 (in 000s)


Life


Price


2007 (in 000s)


Price$11.00 - $12.35


4,622



4.1


$
11.32



4,622


$
11.32$12.56 - $15.81


4,798



5.5



14.30



4,223



14.12$16.10 - $19.93


8,048



5.5



17.74



6,682



17.53$20.00 - $20.80


1,323



9.0



20.68



78



20.67$21.60 - $46.06


75



2.4



41.16



60



46.0618,866



5.4



15.59



15,665



14.90       Weighted-Number of


AverageShares


Grant Date(in 000s)


Fair ValueNon-vested at December 31, 2005


10


$
18.43Granted


1,420



19.45Vested


(4
)


19.66Forfeited/cancelled


(43
)


19.42Non-vested at December 30, 2006


1,383



19.49Granted


1,625



20.60Vested


(329
)


19.41Forfeited


(187
)


19.95Non-vested at December 29, 2007


2,492



20.19     Employee
    Benefit Plans
    Note 12 
    Common
    Stock  Share
    Repurchase Program
   67




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Classes
    of Common Stock
      Class ACommon Stock(in 000s)January 1, 2005


158,738Stock options exercised


3,576Grant of restricted Class A Common Stock


52December 31, 2005


162,366Stock options exercised


7,001Release of restricted stock units


2Grant of restricted Class A Common Stock


39December 30, 2006


169,408Stock options exercised


4,624Release of restricted stock units


196Grant of restricted Class A Common Stock


15Repurchase of Class A Common Stock


(1,301
)December 29, 2007


172,942  68




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##### 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:2007

$
68,298


$
14,058


$
(16,060
)

$
5,600


$
71,8962006


74,761



16,090



(24,061
)


1,508



68,2982005


85,918



21,708



(31,828
)


(1,037
)


74,761Allowance for sales returns:2007

$
9,998


$
613


$
(559
)

$
1,207


$
11,2592006


7,070



762



(15
)


2,181



9,9982005


7,547



352



(916
)


87



7,070     (*)
    
    Other includes recoveries, acquisitions, and the
    effect of fluctuation in foreign currency. 69




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
               70




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Form 10-K,
  Managements Report on Internal Control over Financial
    Reporting. Rule 13a-15(f)
  Internal Control  Integrated
    Framework
    Changes in Internal Control over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION   71




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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)
    (the IPO
    S-1))3
.2

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

Amended and Restated Bylaws of the Company dated
    February 21, 2007 (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed February 21, 2007)10
.1

Reserved10
.2

Reserved10
.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 (the 2005
    10-K))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  Ingram Micro Supplemental
    Investment Savings Plan (the Supplemental Plan)
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the 2004 fiscal year (the 2004
    10-K))10
.7

Retirement Program  First Amendment to Supplemental
    Plan (incorporated by reference to Exhibit 10.7 to the 2004
    10-K)10
.8

Retirement Programs  2005 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.9 to the 2005
    10-K)10
.9

Retirement Programs  2006 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.10 to the Companys Annual Report on
    Form 10-K
    for the 2005
    10-K) 72




---



##### Table of Contents



Exhibit No.

Exhibit10
.10

Retirement Programs  2007 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.10 to the 2006
    10-K)10
.11

Reserved10
.12

Reserved10
.13

Reserved10
.14

Equity-Based Compensation Programs  Ingram Micro Inc.
    1998 Equity Incentive Plan (incorporated by reference to
    Exhibit 10.43 to the Companys Annual Report on
    Form 10-K
    for the 1998 fiscal year)10
.15

Equity-Based Compensation Programs  Ingram Micro Inc.
    2000 Equity Incentive Plan (incorporated by reference to
    Exhibit 99.01 to the Companys Registration Statement
    on
    Form S-8
    (File
    No. 333-39780))10
.16

Equity-Based Compensation Programs  Ingram Micro Inc.
    2003 Equity Incentive Plan ((the 2003 Plan)
    incorporated by reference to Exhibit 10.06 to the
    Companys Annual Report on
    Form 10-K
    for the 2003 fiscal year (the 2003
    10-K))10
.17

Employment Agreement with Kent B. Foster, dated March 6,
    2000 (incorporated by reference to Exhibit 10.55 to the
    Companys Annual Report for 1999 fiscal year)10
.18

Executive Retention Plan (incorporated by reference to
    Exhibit 10.01 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001 (the Q2 2001
    10-Q))10
.19

Executive Retention Plan Agreement with Kevin M. Murai
    (incorporated by reference to Exhibit 10.03 to the Q2 2001
    10-Q)10
.20

Executive Retention Plan Agreement with Gregory M.E. Spierkel
    (incorporated by reference to Exhibit 10.04 to the Q2 2001
    10-Q)10
.21

Ingram Micro Inc. Executive Incentive Plan (incorporated by
    reference to Exhibit 10.44 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 29, 2002)10
.22

Executive Officer Severance Policy (incorporated by reference to
    Exhibit 10.24 to the 2006
    10-K)10
.23

Employment Agreement as of June 1, 2005 between Ingram
    Micro and Kent B. Foster (incorporated by reference to
    Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on June 6, 2005)10
.24

2001 Executive Retention Plan Award Payment Deferral
    Confirmation to Henri T. Koppen (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    on March 6, 2006)10
.25

Summary of Annual Executive Incentive Award Program
    (incorporated by reference to Exhibit 10.27 to the 2006
    10-K)10
.26

Amended and Restated German Master Receivables Transfer and
    Servicing Agreement between BNP Paribas Bank N.V. as Transferee
    and Ingram Micro Distribution GMBH as Originator and Ingram
    Micro Holdings GMBH as Depositor, dated August 14, 2003 and
    restated as of March 31, 2004 (incorporated by reference to
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended April 3, 2004)10
.27

Receivables Funding Agreement, dated July 29, 2004, among
    General Electric Capital Corporation, the Company, and Funding
    (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
.28

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

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 99.1 to the Companys Current Report on
    Form 8-K
    filed on March 28, 2006)10
.30

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 99.1 to the Companys Current Report on
    Form 8-K
    filed on July 25, 2006) 73




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##### Table of Contents



Exhibit No.

Exhibit10
.31

Share Sale Agreement with the stockholders of Techpac Holdings
    Limited, a company incorporated in Bermuda, dated
    September 26, 2004 (incorporated by reference to
    Exhibit 10.54 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 2, 2004)10
.32

Credit Agreement dated effective as of August 23, 2007
    among Ingram Micro Inc. and its subsidiaries Ingram Micro
    Coordination Center B.V.B.A. and Ingram Micro Europe Treasury
    LLC, Bank of Nova Scotia, as administrative agent, Bank of
    America, N.A., as syndication agent, and the lenders party
    thereto (incorporated by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    filed on August 24, 2007)14
.1

Ingram Micro Code of Conduct (incorporated by reference to
    Exhibit 99.1 to the 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

Compensation Plan for Non-Executive Chairman of the Board of
    Directors dated March 27, 2007 (incorporated by reference
    to Exhibit 99.2 to the Current Report on
    Form 8-K
    filed on March 29, 2007 (the 3/29/07
    8-K))99
.2

Revised Corporate Governance Guidelines dated March 27,
    2007 (incorporated by reference to Exhibit 99.3 to the
    3/29/07 8-K)99
.3

Retirement Agreement of Hans Koppen (incorporated by reference
    to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on November 15, 2007)99
.4

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Chairman of the Board) (incorporated
    by reference to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed January 2, 2008 (the 1/2/08
    8-K))99
.5

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Audit Committee Chair) (incorporated
    by reference to Exhibit 99.2 to the 1/2/08
    8-K)99
.6

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Non-Audit Committee Chair)
    (incorporated by reference to Exhibit 99.3 to the 1/2/08
    8-K)99
.7

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Non-Chair Member) (incorporated by
    reference to Exhibit 99.4 to the 1/2/08
    8-K)99
.8

Compensation Agreement  Form of Board of Directors
    Restricted Stock Units Deferral Election Agreement (incorporated
    by reference to Exhibit 99.5 to the 1/2/08
    8-K)99
.9

Compensation Agreement  Form of Board of Directors
    Compensation Cash Deferral Election Form (incorporated by
    reference to Exhibit 99.6 to the 1/2/08
    8-K)99
.10

Compensation Agreement  Form of Stock Option Award
    Agreement for European Union Countries (incorporated by
    reference to Exhibit 99.7 to the 1/2/08
    8-K)99
.11

Compensation Agreement  Form of Stock Option Award
    Agreement for Non-European Union Countries (incorporated by
    reference to Exhibit 99.8 to the 1/2/08
    8-K)99
.12

Compensation Agreement  Form of Stock Option Award
    Agreement for Italy (incorporated by reference to
    Exhibit 99.9 to the 1/2/08
    8-K)99
.13

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries (incorporated by reference to Exhibit 99.10 to
    the 1/2/08
    8-K)99
.14

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries (incorporated by reference to Exhibit 99.11 to
    the 1/2/08
    8-K)99
.15

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France (incorporated
    by reference to Exhibit 99.12 to the 1/2/08
    8-K) 74




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##### Table of Contents



Exhibit No.

Exhibit99
.16

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Italy (incorporated
    by reference to Exhibit 99.13 to the 1/2/08
    8-K)99
.17

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries
    (incorporated by reference to Exhibit 99.14 to the 1/2/08
    8-K)99
.18

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries
    (incorporated by reference to Exhibit 99.15 to the 1/2/08
    8-K)99
.19

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France (incorporated by
    reference to Exhibit 99.16 to the 1/2/08
    8-K)99
.20

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Italy (incorporated by reference
    to Exhibit 99.17 to the 1/2/08
    8-K)99
.21

Compensation Plan for Non-Executive Members of the Board of
    Directors (incorporated by reference to Exhibit 99.2 to the
    Current Report on Form 8-K filed on February 21, 2007)99
.22

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement  75




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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)

February 27, 2008/s/  William
    D. HumesWilliam
    D. Humes

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

February 27, 2008/s/  Dale
    R. LauranceDale
    R. Laurance

Chairman of the Board

February 27, 2008/s/  Howard
    I. AtkinsHoward
    I. Atkins

Director

February 27, 2008/s/  Leslie
    S. HeiszLeslie
    S. Heisz

Director

February 27, 2008/s/  John
    R. IngramJohn
    R. Ingram

Director

February 27, 2008/s/  Martha
    R. IngramMartha
    R. Ingram

Director

February 27, 2008/s/  Orrin
    H. Ingram IIOrrin
    H. Ingram II

Director

February 27, 2008/s/  Linda
    Fayne LevinsonLinda
    Fayne Levinson

Director

February 27, 2008/s/  Gerhard
    SchulmeyerGerhard
    Schulmeyer

Director

February 27, 2008 76




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##### Table of Contents



SIGNATURE

TITLE

DATE/s/  Michael
    T. SmithMichael
    T. Smith

Director

February 27, 2008/s/  Joe
    B. WyattJoe
    B. Wyatt

Director

February 27, 2008  77




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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)
    (the IPO
    S-1))3
.2

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

Amended and Restated Bylaws of the Company dated
    February 21, 2007 (incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed February 21, 2007)10
.1

Reserved10
.2

Reserved10
.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 (the 2005
    10-K))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  Ingram Micro Supplemental
    Investment Savings Plan (the Supplemental Plan)
    (incorporated by reference to Exhibit 10.6 to the
    Companys Annual Report on
    Form 10-K
    for the 2004 fiscal year (the 2004
    10-K))10
.7

Retirement Program  First Amendment to Supplemental
    Plan (incorporated by reference to Exhibit 10.7 to the 2004
    10-K)10
.8

Retirement Programs  2005 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.9 to the 2005
    10-K)10
.9

Retirement Programs  2006 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.10 to the Companys Annual Report on
    Form 10-K
    for the 2005
    10-K)10
.10

Retirement Programs  2007 Compensation Deferral
    Agreement for Kevin M. Murai (incorporated by reference to
    Exhibit 10.10 to the 2006
    10-K)10
.11

Reserved10
.12

Reserved10
.13

Reserved10
.14

Equity-Based Compensation Programs  Ingram Micro Inc.
    1998 Equity Incentive Plan (incorporated by reference to
    Exhibit 10.43 to the Companys Annual Report on
    Form 10-K
    for the 1998 fiscal year)10
.15

Equity-Based Compensation Programs  Ingram Micro Inc.
    2000 Equity Incentive Plan (incorporated by reference to
    Exhibit 99.01 to the Companys Registration Statement
    on
    Form S-8
    (File
    No. 333-39780))10
.16

Equity-Based Compensation Programs  Ingram Micro Inc.
    2003 Equity Incentive Plan ((the 2003 Plan)
    incorporated by reference to Exhibit 10.06 to the
    Companys Annual Report on
    Form 10-K
    for the 2003 fiscal year (the 2003
    10-K))10
.17

Employment Agreement with Kent B. Foster, dated March 6,
    2000 (incorporated by reference to Exhibit 10.55 to the
    Companys Annual Report for 1999 fiscal year)10
.18

Executive Retention Plan (incorporated by reference to
    Exhibit 10.01 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001 (the Q2 2001
    10-Q))10
.19

Executive Retention Plan Agreement with Kevin M. Murai
    (incorporated by reference to Exhibit 10.03 to the Q2 2001
    10-Q)10
.20

Executive Retention Plan Agreement with Gregory M.E. Spierkel
    (incorporated by reference to Exhibit 10.04 to the Q2 2001
    10-Q)10
.21

Ingram Micro Inc. Executive Incentive Plan (incorporated by
    reference to Exhibit 10.44 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 29, 2002) 78




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##### Table of Contents



Exhibit No.

Exhibit10
.22

Executive Officer Severance Policy (incorporated by reference to
    Exhibit 10.24 to the 2006
    10-K)10
.23

Employment Agreement as of June 1, 2005 between Ingram
    Micro and Kent B. Foster (incorporated by reference to
    Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on June 6, 2005)10
.24

2001 Executive Retention Plan Award Payment Deferral
    Confirmation to Henri T. Koppen (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    on March 6, 2006)10
.25

Summary of Annual Executive Incentive Award Program
    (incorporated by reference to Exhibit 10.27 to the 2006
    10-K)10
.26

Amended and Restated German Master Receivables Transfer and
    Servicing Agreement between BNP Paribas Bank N.V. as Transferee
    and Ingram Micro Distribution GMBH as Originator and Ingram
    Micro Holdings GMBH as Depositor, dated August 14, 2003 and
    restated as of March 31, 2004 (incorporated by reference to
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended April 3, 2004)10
.27

Receivables Funding Agreement, dated July 29, 2004, among
    General Electric Capital Corporation, the Company, and Funding
    (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
.28

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

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 99.1 to the Companys Current Report on
    Form 8-K
    filed on March 28, 2006)10
.30

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 99.1 to the Companys Current Report on
    Form 8-K
    filed on July 25, 2006)10
.31

Share Sale Agreement with the stockholders of Techpac Holdings
    Limited, a company incorporated in Bermuda, dated
    September 26, 2004 (incorporated by reference to
    Exhibit 10.54 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 2, 2004)10
.32

Credit Agreement dated effective as of August 23, 2007
    among Ingram Micro Inc. and its subsidiaries Ingram Micro
    Coordination Center B.V.B.A. and Ingram Micro Europe Treasury
    LLC, Bank of Nova Scotia, as administrative agent, Bank of
    America, N.A., as syndication agent, and the lenders party
    thereto (incorporated by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    filed on August 24, 2007)14
.1

Ingram Micro Code of Conduct (incorporated by reference to
    Exhibit 99.1 to the 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

Compensation Plan for Non-Executive Chairman of the Board of
    Directors dated March 27, 2007 (incorporated by reference
    to Exhibit 99.2 to the Current Report on
    Form 8-K
    filed on March 29, 2007 (the 3/29/07
    8-K))99
.2

Revised Corporate Governance Guidelines dated March 27,
    2007 (incorporated by reference to Exhibit 99.3 to the
    3/29/07 8-K)99
.3

Retirement Agreement of Hans Koppen (incorporated by reference
    to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on November 15, 2007)99
.4

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Chairman of the Board) (incorporated
    by reference to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed January 2, 2008 (the 1/2/08
    8-K)) 79




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##### Table of Contents



Exhibit No.

Exhibit99
.5

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Audit Committee Chair) (incorporated
    by reference to Exhibit 99.2 to the 1/2/08
    8-K)99
.6

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Non-Audit Committee Chair)
    (incorporated by reference to Exhibit 99.3 to the 1/2/08
    8-K)99
.7

Compensation Agreement  Form of Board of Directors
    Compensation Election Form (Non-Chair Member) (incorporated by
    reference to Exhibit 99.4 to the 1/2/08
    8-K)99
.8

Compensation Agreement  Form of Board of Directors
    Restricted Stock Units Deferral Election Agreement (incorporated
    by reference to Exhibit 99.5 to the 1/2/08
    8-K)99
.9

Compensation Agreement  Form of Board of Directors
    Compensation Cash Deferral Election Form (incorporated by
    reference to Exhibit 99.6 to the 1/2/08
    8-K)99
.10

Compensation Agreement  Form of Stock Option Award
    Agreement for European Union Countries (incorporated by
    reference to Exhibit 99.7 to the 1/2/08
    8-K)99
.11

Compensation Agreement  Form of Stock Option Award
    Agreement for Non-European Union Countries (incorporated by
    reference to Exhibit 99.8 to the 1/2/08
    8-K)99
.12

Compensation Agreement  Form of Stock Option Award
    Agreement for Italy (incorporated by reference to
    Exhibit 99.9 to the 1/2/08
    8-K)99
.13

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for European Union
    Countries (incorporated by reference to Exhibit 99.10 to
    the 1/2/08
    8-K)99
.14

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Non-European Union
    Countries (incorporated by reference to Exhibit 99.11 to
    the 1/2/08
    8-K)99
.15

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for France (incorporated
    by reference to Exhibit 99.12 to the 1/2/08
    8-K)99
.16

Compensation Agreement  Form of Performance-Based
    Restricted Stock Units Award Agreement for Italy (incorporated
    by reference to Exhibit 99.13 to the 1/2/08
    8-K)99
.17

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for European Union Countries
    (incorporated by reference to Exhibit 99.14 to the 1/2/08
    8-K)99
.18

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Non-European Union Countries
    (incorporated by reference to Exhibit 99.15 to the 1/2/08
    8-K)99
.19

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for France (incorporated by
    reference to Exhibit 99.16 to the 1/2/08
    8-K)99
.20

Compensation Agreement  Form of Time-Based Restricted
    Stock Units Award Agreement for Italy (incorporated by reference
    to Exhibit 99.17 to the 1/2/08
    8-K)99
.21

Compensation Plan for Non-Executive Members of the Board of
    Directors (incorporated by reference to Exhibit 99.2 to the
    Current Report on Form 8-K filed on February 21, 2007)99
.22

Compensation Agreement  Form of Time-Vested
    Restricted Stock Agreement  80