##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2006ORo

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
  þ o 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


4Sales and
    Marketing


5Products


5Services


6Suppliers


6Competition


6Asset
    Management


7Trademarks and
    Service Marks


8Employees


8Available
    Information


8Executive Officers
    of the Company


8ITEM 1A. RISK
    FACTORS


10ITEM 1B. UNRESOLVED
    STAFF COMMENTS


17ITEM
    2.  PROPERTIES


17ITEM
    3.  LEGAL PROCEEDINGS


17ITEM
    4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


17PART
    II


18ITEM
    5.  MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


18ITEM
    6.  SELECTED FINANCIAL DATA


19ITEM
    7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


20ITEM 7A.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK


35ITEM
    8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


36ITEM
    9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


68ITEM 9A. CONTROLS
    AND PROCEDURES


68ITEM 9B. OTHER
    INFORMATION


68PART
    III


69PART
    IV


69ITEM
    15.    EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


69(a) 1. Financial
    Statements


69(a) 2. Financial
    Statement Schedules


69(a) 3. List of
    Exhibits


69SIGNATURES


73CONSENT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCERTIFICATION BY
    PRINCIPAL EXECUTIVE OFFICER (SOX 302)CERTIFICATION BY
    PRINCIPAL FINANCIAL OFFICER (SOX 302)CERTIFICATION BY
    PRINCIPAL EXECUTIVE OFFICER (SOX 906)CERTIFICATION BY
    PRINCIPAL FINANCIAL OFFICER (SOX 906)EXHIBIT 10.4EXHIBIT 10.5EXHIBIT 10.10EXHIBIT 10.24EXHIBIT 10.27EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2EXHIBIT 99.17   i




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PART I  ITEM 1.
    BUSINESS   Introduction  point-of-sale
 History  U.S.-based
 Industry  and/or
 1




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end-to-end fee-for-services
 Company
    Strengths    
    Global Market Reach and Scale.  We are
    the largest IT distributor in the world, by net sales, and
    believe that we are the market share leader, by net sales, in
    North America, Asia-Pacific, and Latin America and a strong
    number two in Europe. 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.  We have local sales offices
    and/or
    Ingram Micro sales representatives in 35 countries, and sell our
    products and services to resellers in more than 150 countries.
    We have local sales offices
    and/or
    Ingram Micro sales representatives in North America (United
    States and Canada), Europe (Austria, Belgium, Denmark, Finland,
    France, Germany, Hungary, Italy, The Netherlands, Norway,
    Portugal, Spain, Sweden, Switzerland, and United Kingdom),
    Asia-Pacific (Australia, Bangladesh, the Peoples Republic
    of China including Hong Kong, India, Indonesia, Malaysia, New
    Zealand, Pakistan, Philippines, Singapore, Sri Lanka, Thailand,
    and Vietnam), and Latin America (Argentina, Brazil, Chile,
    Mexico, and Peru). Additionally, we serve many other markets
    where we do not have an in-country presence through our various
    export sales offices, including our general telesales operations
    in various geographies.As of December 30, 2006, we had 108 distribution centers
    worldwide. We offer more than 1,300 suppliers access to a global
    customer base of more than 159,000 resellers of various
    categories including value-added resellers (VARs),
    corporate resellers, direct marketers, retailers, Internet-based
    resellers, and government and education resellers.For a discussion of our geographic reporting segments, see
    Item 8. Financial Statements and Supplemental
    Data. For a discussion of foreign exchange risks relating
    to our international operations, see Item 7A.
    Quantitative and Qualitative Disclosures about Market Risk.  
    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.  
    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. 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 have expanded our focus on AIDC/POS with 2




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the acquisition of Nordic market leader, SymTech, and by
    strengthening our product offering globally. We are focused on
    vertical markets such as retail, healthcare and government which
    are the primary markets for AIDC/POS solutions. Our CE business
    continues to expand in all regions. New CE products, especially
    those evolving from the IT market such as LCD monitors and TVs,
    digital music, home networking and gaming PCs are driving growth
    and interest in consumer electronics. Our 2005 acquisition of
    AVAD in North America put us on the front lines of this
    convergence trend as the leading distributor for solution
    providers and custom installers serving the home automation and
    entertainment market. Our AVAD business, coupled with
    relationships we have developed with key CE manufacturers in
    higher volume product categories, has provided us with a wide
    range of market opportunities. 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. In support of our strategy to diversify revenue
    streams and expand addressable markets, we continue to build our
    private label business under the V7 (Video Seven) brand.  
    Services.  The services market is one of
    the fastest-growing area of IT spending. Ingram Micro is intent
    on building its service offerings. Services 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. In support
    of this objective, Ingram Micro North America launched a new
    business unit in 2006, Ingram Micro Services Division, to help
    VARs address warranty maintenance, labor-based services,
    recurring and subscription-based services and managed services.
    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 access to complete solutions and financing.
    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 products. We target markets 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 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 broadline
    technology products distributor provides us with a more balanced
    global portfolio with which to mitigate risk. In our more mature
    markets we are leveraging our solid foundation as 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 3




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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.  Channel Partner
  
    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. Based on the strength of our consolidated balance sheet
    and improving profit trends, 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 financial position
    provides us with a competitive advantage as a reliable,
    long-term business partner for our supplier and reseller
    partners.
    Continuous Focus on Optimizing
    Productivity.  We continue to seek ways to
    improve our processes and streamline our business model. 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. Customers     4




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Sales and
    Marketing     Products    


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


40-45
%


Systems:


24-29
%


Software:


15-20
%


Networking:


10-15
%   IT Peripherals/CE/AIDC/POS/Mobility and
    Others. sub-categories:
  
    Traditional IT peripherals such as printers, scanners, displays,
    projectors, monitors, panels, mass storage, and tape.
    Consumer electronics products such as cell phones, digital
    cameras, digital video disc players, game consoles, televisions,
    audio, media management and home control.
    AIDC/POS/RFID 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
    Supplies and accessories such as ink and toner supplies, paper,
    carrying cases, and anti-glare screens  Systems.
  Software.
 5




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Networking.
 Services     Suppliers  ; ; ; ;
  build-to-order
   Competition    
    ability to tailor specific solutions to customer needs;
    availability of technical and product information;
    credit terms and availability;
    effectiveness of sales and marketing programs; 6




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
    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.      e-commerce
  and/or
 Asset
    Management   7




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Trademarks
    and Service Marks   Employees   Available
    Information    www.ingrammicro.com. Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
 EXECUTIVE
    OFFICERS OF THE COMPANY    Gregory M.E.
    Spierkel.
  Kevin M. Murai.
 8




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Keith W.F. Bradley.
  William D. Humes.
  Henri T. Koppen.
  Alain Monié. 17-year
  Larry C. Boyd.
  Alain Maquet.
  Karen E. Salem.
 9




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Matthew A. Sauer.
  Ria M. Carlson. 1999-2001, 1996-1999,
  James F. Ricketts.
  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.     10




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and/or
  We continue to experience intense competition across all
    markets for our products and services. and/or and/or
  We have made and expect to continue to make investments in
    new business strategies and initiatives, including acquisitions,
    which could disrupt our business and have an adverse effect on
    our operating results.
  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 as well as infrastructure could disrupt
    our business and harm our reputation and net sales. and/or
 11




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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.
     12




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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, if any, we might incur as a
    result of the SEC and U.S. Attorneys inquiries 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, private
    intellectual property enforcement disputes, or product liability
    claims or product recalls on our own branded products.
 13




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If a downturn in economic conditions for the IT industry were
    to occur and continue for a long period of time, it would likely
    have an adverse impact on our business.
  We have significant credit exposure to our reseller customers
    and negative trends in their businesses could cause us
    significant credit loss.
  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
 14




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Failure to retain and recruit key personnel would harm our
    ability to meet key objectives.
  We face a variety of risks with outsourcing arrangements.
  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.
 15




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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;
    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.  period-to-period
  We are dependent on third-party shipping companies for the
    delivery of our products.
 16




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   17




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


LOWFiscal Year 2006

First Quarter

$
20.54


$
18.44Second Quarter


20.00



16.64Third Quarter


19.63



16.67Fourth Quarter


21.00



18.98Fiscal Year 2005

First Quarter

$
20.00


$
16.30Second Quarter


17.41



14.66Third Quarter


18.65



15.43Fourth Quarter


20.00



17.30     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


23,353,917


$
15.0776



16,178,681Equity compensation plans not
    approved by shareowners


None



None



NoneTOTAL


23,353,917



NA



16,178,681     (1)
    Does not reflect any unvested awards of time vested restricted
    stock units/awards of 941,474 and performance vested restricted
    stock units of 468,145 at 100% target and 1,404,435 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. 18




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ITEM 6.
    SELECTED
    FINANCIAL DATA  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Form 10-K.
  52-week 53-week (52-weeks), (52-weeks), (52-weeks), (53-weeks) (52-weeks),
  2006


2005


2004


2003


2002(Dollars in 000s, except per share data)Selected Operating
    InformationNet sales

$
31,357,477


$
28,808,312


$
25,462,071


$
22,613,017


$
22,459,265Gross profit(1)


1,685,285



1,574,978



1,402,042



1,223,488



1,231,638Income from operations(1)


422,444



362,186



283,367



156,193



50,208Income before income taxes and
    cumulative effect of adoption of a new accounting standard(2)


367,333



301,937



263,276



115,794



8,998Income before cumulative effect of
    adoption of a new accounting standard(3)


265,766



216,906



219,901



149,201



5,669Net income (loss)(4)


265,766



216,906



219,901



149,201



(275,192
)Basic earnings per
    share  income before cumulative effect of adoption of
    a new accounting standard


1.61



1.35



1.41



0.99



0.04Diluted earnings per
    share  income before cumulative effect of adoption of
    a new accounting standard


1.56



1.32



1.38



0.98



0.04Basic earnings per
    share  net income (loss)


1.61



1.35



1.41



0.99



(1.83
)Diluted earnings per
    share  net income (loss)


1.56



1.32



1.38



0.98



(1.81
)Weighted average common shares
    outstanding:Basic


165,414,176



160,262,465



155,451,251



151,220,639



150,211,973Diluted


170,875,794



164,331,166



159,680,040



152,308,394



152,145,669Selected Balance Sheet
    InformationCash and cash equivalents

$
333,339


$
324,481


$
398,423


$
279,587


$
387,513Total assets


7,704,307



7,034,990



6,926,737



5,474,162



5,144,354Total debt(5)


509,507



604,867



514,832



368,255



365,946Stockholders equity


2,920,475



2,438,598



2,240,810



1,872,949



1,635,989     (1)
    
    Includes credit adjustment to reorganization costs of $1,727 and
    $2,816 in 2006 and 2004, respectively, for previous actions and
    reorganization costs of $16,276, $21,570 and $71,135 in 2005,
    2003 and 2002, respectively, as well as other major-program
    costs of $22,935, $23,363 and $43,944 in 2005, 2003 and 2002,
    respectively, charged to selling, general and administrative
    expenses, or SG&A expenses, and $443 and $1,552 in 2003 and
    2002, respectively, 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 2006 includes
    $28,875 of stock-based compensation expense resulting from the
    adoption of Statement of Financial 19




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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, a gain on forward currency hedge of $23,120 in 2004
    related to our Australian dollar denominated purchase of Tech
    Pacific and a gain on sale of
    available-for-sale
    securities of $6,535 in 2002.(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 (see Note 8 to our consolidated financial
    statements).(4)
    
    Includes items noted in footnotes (1), (2), and (3) above,
    as well as the cumulative effect of adoption of a new accounting
    standard, net of income taxes, of $280,861 in 2002 relating to
    the adoption of Statement of Financial Accounting Standards
    No. 142, Goodwill and Other Intangible Assets.(5)
    
    Includes convertible debentures, senior subordinated notes,
    revolving credit facilities and other long-term debt including
    current maturities, but excludes off-balance sheet debt of
    $68,505, $60,000 and $75,000 at the end of fiscal years 2006,
    2003 and 2002, 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
    Gross
    Margin
   20




---



##### Table of Contents



and/or
  Selling
    General and Administrative Expenses or SG&A
    Expenses
    Our
    Reorganization and Profit Enhancement Programs
    and/or
     21




---



##### Table of Contents



Acquisition
    of AVAD
    Acquisition
    of Tech Pacific
    Acquisition
    of Nimax
    Working
    Capital and Debt
  day-to-day
 22




---



##### Table of Contents



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 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 2006, 2005 and
    2004, we performed our annual impairment tests of goodwill in
    North America, Europe and Asia-Pacific. There is no 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 23




---



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these tests, valuations of the individual reporting units were
    obtained or updated from 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 strategies. If recovery is not likely, we provide a
    valuation allowance based on our estimates of future taxable
    income in the various taxing jurisdictions, and the amount of
    deferred taxes that are ultimately realizable.    
    Contingencies and Litigation  There are
    various claims, lawsuits and pending actions against us, not
    otherwise noted in Item 3, and which are incidental to our
    operations. 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. Based on current available
    information, we believe that the ultimate resolution of these
    actions will not have a material adverse effect on our
    consolidated financial statements (see Note 10 to our
    consolidated financial statements). As additional information
    becomes available, we assess any potential liability related to
    these actions and may need to revise our estimates. Future
    revisions of our estimates could materially impact our
    consolidated results of operations, cash flows or financial
    position.  Results
    of Operations
    2006


2005


2004Net sales by geographic
    region:North America

$
13,585



43.3
%

$
12,217



42.4
%

$
11,777



46.3
%Europe


10,754



34.3



10,424



36.2



9,839



38.6Asia-Pacific


5,537



17.7



4,843



16.8



2,742



10.8Latin America


1,481



4.7



1,324



4.6



1,104



4.3Total

$
31,357



100.0
%

$
28,808



100.0
%

$
25,462



100.0
%  24




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##### Table of Contents



2006


2005


2004Operating income and operating
    margin by geographic region:North America

$
225.2



1.7
%

$
157.6



1.3
%

$
130.3



1.1
%Europe


126.8



1.2



143.4



1.4



129.8



1.3Asia-Pacific


69.4



1.3



39.8



0.8



9.8



0.4Latin America


29.9



2.0



21.4



1.6



13.5



1.2Stock-based compensation expense
    recognized under FAS 123R


(28.9
)


















Total

$
422.4



1.4
%

$
362.2



1.3
%

$
283.4



1.1
%       2006


2005


2004Net sales


100.0
%


100.0
%


100.0
%Cost of sales


94.6



94.5



94.5Gross profit


5.4



5.5



5.5Operating expenses:Selling, general and administrative


4.0



4.1



4.4Reorganization costs (credits)


(0.0
)


0.1



(0.0
)Income from operations


1.4



1.3



1.1Other expense, net


0.2



0.2



0.1Income before income taxes


1.2



1.1



1.0Provision for income taxes


0.3



0.3



0.2Net income


0.9
%


0.8
%


0.8
%   Results
    of Operations for the Years Ended December 30, 2006,
    December 31, 2005 and January 1, 2005
  year-over-year and/or
  year-over-year year-over-year
 25




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##### Table of Contents



year-over-year year-over-year
  and/or
     26




---



##### Table of Contents



Quarterly
    Data; Seasonality
   27




---



##### 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 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



0.53Fiscal Year Ended
    December 31, 2005Thirteen Weeks
    Ended:(1)April 2, 2005

$
7,052.0


$
379.5


$
76.2


$
61.5


$
42.4


$
0.26July 2, 2005


6,840.5



367.5



71.3



57.2



41.7



0.26October 1, 2005


6,959.3



381.8



82.9



62.3



48.4



0.29December 31, 2005


7,956.5



446.2



131.7



120.9



84.4



0.51     (1)
    
    Includes impact of charges related to reorganization costs and
    other major-program costs as follows (pre-tax): first quarter,
    $9.8 million; second quarter, $14.0 million; third
    quarter, $7.2 million; fourth quarter, $8.2 million.
    The second quarter also includes the reversal of Softbank
    deferred tax liability of $2.2 million. The third quarter
    also includes a loss on the redemption of senior subordinated
    notes of $8.4 million.  Liquidity
    and Capital Resources
  Cash
    Flows
       28




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##### Table of Contents



Acquisitions
  point-of-sale
       29




---



##### Table of Contents



point-of-sale
  Capital
    Resources
    On-Balance
    Sheet Capital Resources
  U.S.-based
         30




---



##### Table of Contents



back-up
        Off-Balance
    Sheet Capital Resources
   31




---



##### Table of Contents



Covenant
    Compliance
    Contractual
    Obligations
    Payments Due by PeriodTotal


Balance


Less Than








AfterContractual Obligations

Capacity


Outstanding


1 Year


1  3 Years


3  5 Years


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

$
679.0


$
234.4


$



$



$
234.4


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


444.0



















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


197.0



36.3







36.3







Revolving senior unsecured credit
    facilities(2)


254.0



















Bank overdrafts and other(3)


796.0



238.8



238.8











Subtotal


2,370.0



509.5



238.8



36.3



234.4



European accounts receivable-based
    factoring programs(4)


236.0



68.5



68.5











Minimum payments under operating
    leases and IT and business process outsourcing agreements(5)


405.4



405.4



93.5



165.6



90.1



56.2Total

$
3,011.4


$
983.4


$
400.8


$
201.9


$
324.5


$
56.2     (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 30, 2006, our actual aggregate capacity under
    these programs based on eligible accounts receivable was
    approximately $974 million (see Note 7 to our
    consolidated financial statements).(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 30,
    2006, letters of credit totaling $30.6 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 30, 2006, letters of credit totaling
    approximately $36.9 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. 32




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##### Table of Contents



(4)
    
    The total capacity amount in the table above represents the
    maximum capacity available under these programs. Our actual
    capacity is dependent upon the actual amount of eligible trade
    accounts receivable that may be transferred or sold into these
    programs. As of December 30, 2006 our actual aggregate
    capacity under these programs based on eligible accounts
    receivable was approximately $158 million.(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 expires in August 2011 and may be terminated by us
    subject to payment of termination fees. Additionally, we lease
    the majority of our facilities and certain equipment under
    noncancelable operating leases. Renewal and purchase options at
    fair values exist for a substantial portion of the leases.
    Amounts in this table represent future minimum payments on
    operating leases that have remaining noncancelable lease terms
    in excess of one year as well as under the IT and business
    process outsourcing agreements.    Other
    Matters
     33




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##### Table of Contents



Transactions
    with Related Parties
      New
    Accounting Standards
   34




---



##### Table of Contents



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


Currency SensitiveSensitive Financial


Financial


CombinedInstruments


Instruments


PortfolioVaR as of December 30, 2006

$
7.0


$
0.2


$
5.1VaR as of December 31, 2005


6.5



0.2



4.9  ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K.
 35




---



##### Table of Contents



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


37Consolidated
    Statement of Income


38Consolidated
    Statement of Stockholders Equity


39Consolidated
    Statement of Cash Flows


40Notes to
    Consolidated Financial Statements


41Schedule II 
    Valuation and Qualifying Accounts


65Report of
    Independent Registered Public Accounting Firm


66  36




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    BALANCE SHEET
  Fiscal Year End2006


2005(Dollars in 000s,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
333,339


$
324,481Trade accounts receivable (less
    allowances of $78,296 and $81,831)


3,316,723



3,186,115Inventories


2,682,558



2,208,660Other current assets


413,453



352,042Total current assets


6,746,073



6,071,298Property and equipment, net


171,435



179,435Goodwill


643,714



638,416Other assets


143,085



145,841Total assets

$
7,704,307


$
7,034,990LIABILITIES AND
    STOCKHOLDERS
    EQUITYCurrent liabilities:Accounts payable

$
3,788,605


$
3,476,845Accrued expenses


440,383



479,422Current maturities of long-term
    debt


238,793



149,217Total current liabilities


4,467,781



4,105,484Long-term debt, less current
    maturities


270,714



455,650Other liabilities


45,337



35,258Total liabilities


4,783,832



4,596,392Commitments and contingencies
    (Note 10)Stockholders equity:Preferred Stock, $0.01 par
    value, 25,000,000 shares authorized; no shares issued and
    outstanding






Class A Common Stock,
    $0.01 par value, 500,000,000 shares authorized;
    169,408,907 and 162,366,283 shares issued and outstanding
    in 2006 and 2005, respectively


1,694



1,624Class B Common Stock,
    $0.01 par value, 135,000,000 shares authorized; no
    shares issued and outstanding






Additional paid-in capital


1,005,817



874,984Retained earnings


1,804,527



1,538,761Accumulated other comprehensive
    income


108,437



23,324Unearned compensation






(95
)Total stockholders equity


2,920,475



2,438,598Total liabilities and
    stockholders equity

$
7,704,307


$
7,034,990    37




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##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF INCOME
  Fiscal Year2006


2005


2004(Dollars in 000s, except per share data)Net sales

$
31,357,477


$
28,808,312


$
25,462,071Cost of sales


29,672,192



27,233,334



24,060,029Gross profit


1,685,285



1,574,978



1,402,042Operating expenses:Selling, general and administrative


1,264,568



1,196,516



1,121,571Reorganization costs (credits)


(1,727
)


16,276



(2,896
)1,262,841



1,212,792



1,118,675Income from operations


422,444



362,186



283,367Other expense (income):Interest income


(8,974
)


(4,249
)


(7,354
)Interest expense


54,599



48,957



37,509Losses on sales of receivables


1,503



1,552



5,015Net foreign exchange loss (gain)


(198
)


961



(19,501
)Loss on redemption of senior
    subordinated notes






8,413



Other


8,181



4,615



4,42255,111



60,249



20,091Income before income taxes


367,333



301,937



263,276Provision for income taxes


101,567



85,031



43,375Net income

$
265,766


$
216,906


$
219,901Basic earnings per share

$
1.61


$
1.35


$
1.41Diluted earnings per share

$
1.56


$
1.32


$
1.38    38




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY
  AccumulatedCommon


Additional





OtherStock


Paid-in


Retained


Comprehensive


UnearnedClass A


Capital


Earnings


Income (Loss)


Compensation


Total(Dollars in 000s)January 3, 2004

$
1,520


$
720,810


$
1,101,954


$
48,812


$
(147
)

$
1,872,949Stock options exercised


66



84,452















84,518Income tax benefit from exercise
    of stock options






10,099















10,099Grant of restricted Class A
    Common Stock






589











(589
)


Issuance of Class A Common
    Stock related to Employee Stock Purchase Plan


1



757















758Stock-based compensation expense






935











736



1,671Surrender of restricted
    Class A payment of withholding tax






(264
)














(264
)Comprehensive income










219,901



51,178







271,079January 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










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


$



$
2,920,475    39




---



##### Table of Contents



INGRAM
    MICRO INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Fiscal Year2006


2005


2004(Dollars in 000s)Cash flows from operating
    activities:Net income

$
265,766


$
216,906


$
219,901Adjustments to reconcile net
    income to cash provided (used) by operating activities:Depreciation and amortization


61,187



64,338



57,657Stock-based compensation expense
    under FAS 123R


28,875







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


(8,923
)






Gain on forward currency exchange
    contract










(23,120
)Noncash charges for interest and
    compensation


394



2,775



3,135Loss on redemption of senior
    subordinated notes






8,413



Deferred income taxes


(2,111
)


16,824



(25,853
)Changes in operating assets and
    liabilities, net of effects of acquisitions:Changes in amounts sold under
    accounts receivable programs


68,505







(60,000
)Accounts receivable


(175,343
)


(219,692
)


(187,073
)Inventories


(456,453
)


(37,428
)


(54,178
)Other current assets


(25,599
)


122,729



(77,885
)Accounts payable


247,951



10,531



368,156Accrued expenses


46,423



(177,175
)


140,194Cash provided by operating
    activities


50,672



8,221



360,934Cash flows from investing
    activities:Purchase of property and equipment


(39,169
)


(38,842
)


(36,985
)Proceeds from sale of property and
    equipment


2,572







Proceeds from forward currency
    exchange contract










23,120Short-term collateral cash deposits


(35,000
)






Acquisitions, net of cash acquired


(33,727
)


(140,566
)


(402,181
)Other










4,501Cash used by investing activities


(105,324
)


(179,408
)


(411,545
)Cash flows from financing
    activities:Proceeds from exercise of stock
    options


98,129



49,276



84,518Redemption of senior subordinated
    notes






(205,801
)


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


8,923







Net proceeds from (repayments of)
    debt


(96,546
)


305,838



(12,760
)Changes in book overdrafts


42,172



(28,932
)


77,742Cash provided by financing
    activities


52,678



120,381



149,500Effect of exchange rate changes on
    cash and cash equivalents


10,832



(23,136
)


19,947Increase (decrease) in cash and
    cash equivalents


8,858



(73,942
)


118,836Cash and cash equivalents,
    beginning of year


324,481



398,423



279,587Cash and cash equivalents, end of
    year

$
333,339


$
324,481


$
398,423Supplemental disclosures of
    cash flow information:Cash payments during the year:Interest

$
51,327


$
50,281


$
34,937Income taxes


119,276



65,847



30,755    40




---



##### 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
  53-week 52-week
  Use of
    Estimates
    Revenue
    Recognition
  EITF 99-19,
  Vendor
    Programs
   41




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Warranties
  builds-to-order
  Foreign
    Currency Translation and Remeasurement
    Fair
    Value of Financial Instruments
    Cash
    and Cash Equivalents
    Inventories
    Property
    and Equipment
   42




---



##### 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
   43




---



##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Fiscal Year End2006


2005Notional


Estimated


Notional


EstimatedAmounts


Fair Value


Amounts


Fair ValueForeign exchange forward contracts

$
1,303,701


$
(5,199
)

$
1,486,538


$
43,556   Comprehensive
    Income
      Fiscal Year2006


2005


2004Net income

$
265,766


$
216,906


$
219,901Changes in foreign currency
    translation adjustments


85,113



(76,666
)


51,178Comprehensive income

$
350,879


$
140,240


$
271,079     Earnings
    Per Share
   44




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year2006


2005


2004Net income

$
265,766


$
216,906


$
219,901Weighted average shares


165,414,176



160,262,465



155,451,251Basic earnings per share

$
1.61


$
1.35


$
1.41Weighted average shares including
    the dilutive effect of stock awards (5,461,618; 4,068,701; and
    4,228,789 for 2006, 2005, and 2004, respectively)


170,875,794



164,331,166



159,680,040Diluted earnings per share

$
1.56


$
1.32


$
1.38     Accounting
    for Stock-Based Compensation
     45




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   New
    Accounting Standards
        No. 06-03 No. 06-03). No. 06-03 No. 06-03
  Note 3 
    Reorganization, Integration and Major-Program Costs
     46




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##### Table of Contents



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


Amounts Paid





RemainingLiability at


and Charged





Liability atDecember 31,


Against the





December 30,2005


Liability


Adjustments


2006Employee termination benefits

$
2,760


$
(2,044
)

$
(647
)

$
69Facility costs


2,666



(912
)


(17
)


1,737Total

$
5,426


$
(2,956
)

$
(664
)

$
1,806     and/or
    Outstanding


Amounts Paid





RemainingLiability at


and Charged





Liability atDecember 31,


Against the





December 30,2005


Liability


Adjustments


2006Employee termination benefits

$
60


$
(12
)

$
(23
)

$
25Facility costs


5,509



(893
)


(1,040
)


3,576Total

$
5,569


$
(905
)

$
(1,063
)

$
3,601    47




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Note 4 
    Acquisitions
  point-of-sale
         48




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year2004Net sales

$
27,651,703Net income

$
232,081Earnings per shareBasic

$
1.49Diluted

$
1.45     point-of-sale
   49




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##### Table of Contents



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





Asia-


LatinAmerica


Europe


Pacific


America


TotalBalance at January 1, 2005

$
78,495


$
12,775


$
468,395


$



$
559,665Acquisitions


77,609



645



3,928







82,182Foreign currency translation


28



(1,693
)


(1,766
)






(3,431
)Balance 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


$



$
643,714   Note 5 
    Accounts Receivable
      Note 6 
    Property and Equipment
    Fiscal Year End2006


2005Land

$
4,864


$
2,041Buildings and leasehold
    improvements


124,589



138,071Distribution equipment


233,866



204,679Computer equipment and software


309,151



284,505672,470



629,296Accumulated depreciation


(501,035
)


(449,861
)$
171,435


$
179,435  50




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Long-Term Debt
    Fiscal Year End2006


2005North American revolving trade
    accounts receivable-backed financing facilities

$
234,400


$
343,026Asia-Pacific revolving trade
    accounts receivable-backed financing facilities


36,299



112,624Revolving unsecured credit
    facilities and other debt


238,808



149,217509,507



604,867Current maturities of long-term
    debt


(238,793
)


(149,217
)$
270,714


$
455,650   U.S.-based
         51




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  back-up
         52




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 8 
    Income Taxes
    Fiscal Year2006


2005


2004United States

$
133,399


$
80,263


$
85,757Foreign


233,934



221,674



177,519Total

$
367,333


$
301,937


$
263,276     Fiscal Year2006


2005


2004Current:Federal

$
60,962


$
19,933


$
23,173State


4,231



260



1,369Foreign


38,485



48,014



44,686103,678



68,207



69,228Deferred:Federal


(16,066
)


(7,044
)


(31,729
)State


1,030



2,381



2,118Foreign


12,925



21,487



3,758(2,111
)


16,824



(25,853
)Provision for income taxes

$
101,567


$
85,031


$
43,375     Fiscal Year2006


2005


2004U.S. statutory rate

$
128,567


$
105,678


$
92,147Reversal of Softbank federal
    deferred tax liability


(801
)


(2,385
)


(41,078
)State income taxes, net of federal
    income tax benefit


2,692



1,391



2,266Effect of international operations


(26,161
)


(21,965
)


(10,210
)Other


(2,730
)


2,312



250Total tax provision

$
101,567


$
85,031


$
43,375  53




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year End2006


2005Net deferred tax assets and
    (liabilities):Net operating loss carryforwards

$
71,595


$
50,990Allowance on accounts receivable


14,392



14,623Available tax credits


31,056



24,587Inventories


(3,140
)


(2,003
)Realized gains on
    available-for-sale
    securities not currently taxable






(2,711
)Depreciation and amortization


(31,725
)


(40,318
)Employee benefits and compensation


39,498



32,307Restructuring charges


770



2,469Reserves and accruals


46,543



57,285Other


2,292



4,266171,281



141,495Valuation allowance


(49,508
)


(27,417
)Total

$
121,773


$
114,078          54




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 9 
    Transactions with Related Parties
      Note 10 
    Commitments and Contingencies
       55




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                2007

$
93,4822008


85,0062009


80,5832010


54,5822011


35,552Thereafter


56,150$
405,355  56




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 11 
    Segment Information
     57




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Fiscal Year Ended2006


2005


2004Net salesNorth AmericaSales to unaffiliated customers

$
13,584,978


$
12,216,790


$
11,776,679Intergeographic sales


207,060



177,299



150,137Europe


10,753,995



10,424,026



9,839,185Asia-Pacific


5,537,485



4,843,135



2,741,608Latin America


1,481,019



1,324,361



1,104,599Eliminations of intergeographic
    sales


(207,060
)


(177,299
)


(150,137
)Total

$
31,357,477


$
28,808,312


$
25,462,071Income from
    operationsNorth America

$
225,183


$
157,624


$
130,321Europe


126,823



143,377



129,754Asia-Pacific


69,373



39,768



9,796Latin America


29,940



21,417



13,496Stock-based compensation expense
    recognized under FAS 123R


(28,875
)






Total

$
422,444


$
362,186


$
283,367Capital expendituresNorth America

$
22,312


$
14,634


$
19,767Europe


10,636



14,073



13,880Asia-Pacific


4,526



9,266



2,211Latin America


1,695



869



1,127Total

$
39,169


$
38,842


$
36,985Depreciation and
    amortizationNorth America

$
32,071


$
33,193


$
34,631Europe


13,544



14,260



17,580Asia-Pacific


13,143



14,228



3,426Latin America


2,429



2,657



2,020Total

$
61,187


$
64,338


$
57,657   58




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As ofDecember 30,


December 31,2006


2005Identifiable assetsNorth America

$
4,408,260


$
4,148,828Europe


2,107,517



1,894,641Asia-Pacific


792,508



639,574Latin America


396,022



351,947Total

$
7,704,307


$
7,034,990     For the Year Ended2006


2005


2004Reorganization costs
    (credits)North America

$
(1,677
)

$
9,649


$
(2,234
)Europe


(33
)


(82
)


(978
)Asia-Pacific


(17
)


6,709



316Total

$
(1,727
)

$
16,276


$
(2,896
)Other profit enhancement
    program costs:Charged to operating
    expensesNorth America

$



$
16,933


$
Asia-Pacific






6,002



Total

$



$
22,935


$
   Note 12 
    Stock-Based Compensation
     59




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fiscal Year2005


2004Net income, as reported

$
216,906


$
219,901Compensation expense as determined
    under FAS 123, net of related tax effects


17,068



26,479Pro forma net income

$
199,838


$
193,422Earnings per share:Basic  as reported

$
1.35


$
1.41Basic  pro forma

$
1.25


$
1.24Diluted  as reported

$
1.32


$
1.38Diluted  pro forma

$
1.21


$
1.21     Fiscal Year2006

2005

2004Expected life of stock options

4.0 years

3.5 years

3.0 yearsRisk-free interest rate

4.70%

3.71%

2.72%Expected stock volatility

40.0%

41.8%

41.8%Weighted-average fair value of
    options granted

$7.14

$6.04

$4.80  60




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##### Table of Contents



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




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##### Table of Contents



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


RemainingAverage


Contractual


AggregateNo. of Shares


Exercise


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


$
122,285Vested and expected to vest at
    December 30, 2006


22,252



15.47



5.7



118,591Exercisable at December 30,
    2006


17,845



15.08



5.1



103,812   in-the-money
      Weighted-Shares


Average(000s)


Exercise PriceOutstanding at January 3,
    2004


36,434


$
15.19Stock options granted during the
    year


6,750



15.47Stock options exercised


(6,695
)


12.62Forfeited/cancelled/expired


(3,830
)


17.25Outstanding 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  62




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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 30,


Remaining


Exercise


December 30,


ExerciseRange of Exercise Prices

2006 (000s)


Life


Price


2006 (000s)


Price$ 9.75 - $12.35


6,090



5.1


$
11.32



6,083


$
11.32$12.56 - $15.90


6,573



6.5



14.26



4,518



13.92$16.10 - $19.93


9,771



6.4



17.70



6,336



17.38$20.00 - $27.00


269



0.8



25.24



257



25.46$27.88 - $46.06


651



0.3



31.70



651



31.7023,354



5.9



15.54



17,845



15.08       Weighted-Number of


AverageShares


Grant Date(in 000s)


Fair ValueNon-vested at December 31,
    2005


10


$
18.43Granted


1,420



19.45Vested


(4
)


19.66Forfeited


(43
)


19.42Non-vested at December 30,
    2006


1,383



19.49     Employee
    Benefit Plans
    Note 13 
    Common Stock
   63




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##### Table of Contents



INGRAM
    MICRO INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Class AJanuary 3, 2004


151,963,667Stock options exercised


6,695,330Grant of restricted Class A
    Common Stock


35,019Issuance of Class A Common
    Stock related to Employee Stock Purchase Plan


63,545Surrender of restricted
    Class A Common Stock associated with payment of withholding
    tax


(19,663
)January 1, 2005


158,737,898Stock options exercised


3,576,256Grant of restricted Class A
    Common Stock


52,129December 31,
    2005


162,366,283Stock options exercised


7,000,946Release of restricted stock units


2,289Grant of restricted Class A
    Common Stock


39,389December 30,
    2006


169,408,907  64




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##### Table of Contents



INGRAM
    MICRO INC.
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at


Charged to








BalanceBeginning


Costs and








at End ofDescription

of Year


Expenses


Deductions


Other(*)


Year(Dollars in 000s)Allowance for doubtful accounts
    receivable and sales returns:2006

$
81,831


$
16,852


$
(24,076
)

$
3,689


$
78,2962005


93,465



22,060



(32,744
)


(950
)


81,8312004


91,613



28,325



(38,017
)


11,544



93,465     *
    
    Other includes recoveries, acquisitions, and the
    effect of fluctuation in foreign currency. 65




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
    Consolidated
    financial statements and financial statement
    schedule
      Internal
    control over financial reporting
     66




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##### Table of Contents



67




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Form 10-K,
  Managements Report on Internal Control over Financial
    Reporting. Rule 13a-15(f)
  Internal Control  Integrated
    Framework.
  Form 10-K.
  Changes in Internal Control over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION   68




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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-43
.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 (the
    2/21/07 8-K))10
.1

Amended and Restated
    Reorganization Agreement dated as of October 17, 1996 among
    the Company, Ingram Industries Inc., and Ingram Entertainment
    Inc. (incorporated by reference to Exhibit 10.13 to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-16667)
    (the Thrift
    Plan S-1))10
.2

Tax Sharing and Tax Services
    Agreement dated as of November 6, 1996 among the Company,
    Ingram Industries, and Ingram Entertainment (incorporated by
    reference to Exhibit 10.17 to the Thrift
    Plan S-1)10
.3

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

Retirement Program 
    First Amendment to 401K Plan10
.5

Retirement Program 
    Second Amendment to 401K Plan10
.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 Program 
    2005 Compensation Deferral Agreement for Kevin M. Murai
    (incorporated by reference to Exhibit 10.9 to the
    2005 10-K) 69




---



##### Table of Contents



Exhibit No.

Exhibit10
.9

Retirement Program 
    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 Program 
    2007 Compensation Deferral Agreement for Kevin M. Murai10
.11

Equity-Based Compensation
    Program  Ingram Micro Inc. 1996 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.09 to the
    IPO S-1)10
.12

Equity-Based Compensation
    Program  Ingram Micro Inc. Amended and Restated 1996
    Equity Incentive Plan (incorporated by reference to
    Exhibit 10.10 to the
    IPO S-1)10
.13

Equity-Based Compensation
    Program  Amendment No. 1 to the Ingram Micro
    Inc. Amended and Restated 1996 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.06 to the
    Companys Annual Report on
    Form 10-K
    for the 1997 fiscal year)10
.14

Equity-Based Compensation
    Program  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
    Program  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
    Program  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

Executive Retention Plan Agreement
    with Henri T. Koppen (incorporated by reference to
    Exhibit 10.45 to the Companys Annual Report on
    Form 10-K
    for the 2002 fiscal year)10
.22

Amendment to Executive Retention
    Plan Agreement with Henri T. Koppen (incorporated by reference
    to Exhibit 10.44 to the
    2003 10-K)10
.23

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
.24

Executive Officer Severance Policy10
.25

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
.26

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
.27

Summary of Annual Executive
    Incentive Award Program10
.28

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
.29

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)) 70




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##### Table of Contents



Exhibit No.

Exhibit10
.30

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
.31

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
.32

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
.33

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
.34

Credit Agreement dated effective
    as of July 29, 2005 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, ABN AMRO Bank N.V., 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 2, 2005)14
.1

Ingram Micro Code of Conduct
    (incorporated by reference to Exhibit 14.1 to the Current
    Report on
    Form 8-K
    filed on August 24, 2005)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

Amended and Restated Corporate
    Governance Guidelines of Ingram Micro Inc., dated June 1,
    2005 (incorporated by reference to Exhibit 99.2 to the
    6/6//05 8-K)99
.2

Compensation Plan for
    Non-Executive Members of the Board of Directors (incorporated by
    reference to Exhibit 99.2 to the
    2/21/07 8-K)99
.3

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Chairman
    of the Board) (incorporated by reference to Exhibit 99.3 to
    the Current Report on
    Form 8-K
    filed on February 21, 2007 (the
    2/21/07 8-K))99
.4

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Audit
    Committee Chair) (incorporated by reference to Exhibit 99.4
    to the
    2/21/07 8-K)99
.5

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Non-Audit
    Committee Chair) (incorporated by reference to Exhibit 99.5
    to the
    2/21/07 8-K)99
.6

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Non-Chair
    Member) (incorporated by reference to Exhibit 99.6 to the
    2/21/07 8-K)99
.7

Compensation Agreement 
    Form of Board of Directors Restricted Stock Units Deferral
    Election Agreement (Chairman of the Board) (incorporated by
    reference to Exhibit 99.7 to the
    2/21/07 8-K)99
.8

Compensation Agreement 
    Form of Board of Directors Restricted Stock Units Deferral
    Election Agreement (Non-Chairman of the Board) (incorporated by
    reference to Exhibit 99.8 to the
    2/21/07 8-K)99
.9

Compensation Agreement 
    Form of Board of Directors Compensation Cash Deferral Election
    Form (incorporated by reference to Exhibit 99.9 to the
    2/21/07 8-K)99
.10

Compensation Agreement 
    Form of Non-Qualified Stock Option Award Agreement (Non-European
    Union (EU) countries) (incorporated by
    reference to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on January 3, 2007 (the
    1/3/07 8-K)) 71




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##### Table of Contents



Exhibit No.

Exhibit99
.11

Compensation Agreement 
    Form of Non-Qualified Stock Option Award Agreement (EU
    countries) (incorporated by reference to Exhibit 99.2 to
    the
    1/3/07 8-K)99
.12

Compensation Agreement 
    Form of Restricted Stock Award Agreement for time-vested awards
    (Non-EU countries) (incorporated by reference to Exhibit 99.3 to
    the
    1/3/07 8-K)99
.13

Compensation Agreement 
    Form of Restricted Stock Award Agreement for time-vested awards
    (EU countries) (incorporated by reference to Exhibit 99.4
    to the
    1/3/07 8-K)99
.14

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for time- vested
    awards (Non-EU countries) (incorporated by reference to Exhibit
    99.5 to the
    1/3/07 8-K)99
.15

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for time-vested
    awards (EU countries) (incorporated by reference to
    Exhibit 99.6 to the
    1/3/07 8-K)99
.16

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for
    performance-vested awards (Non-EU countries) (incorporated by
    reference to Exhibit 99.7 to the
    1/3/07 8-K)99
.17

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for
    performance-vested awards (EU countries)  72




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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 26, 2007/s/  Kevin
    M.
    MuraiKevin
    M. Murai

President and Chief Operating
    Officer and Director

February 26, 2007/s/  William
    D.
    HumesWilliam
    D. Humes

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

February 26, 2007/s/  Kent
    B.
    FosterKent
    B. Foster

Chairman of the Board

February 26, 2007/s/  Howard
    I.
    AtkinsHoward
    I. Atkins

Director

February 26, 2007/s/  John
    R.
    IngramJohn
    R. Ingram

Director

February 26, 2007/s/  Martha
    R.
    IngramMartha
    R. Ingram

Director

February 26, 2007/s/  Orrin
    H.
    Ingram IIOrrin
    H. Ingram II

Director

February 26, 2007/s/  Dale
    R.
    LauranceDale
    R. Laurance

Director

February 26, 2007 73




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##### Table of Contents



SIGNATURE

TITLE

DATE/s/  Linda
    Fayne
    LevinsonLinda
    Fayne Levinson

Director

February 26, 2007/s/  Gerhard
    SchulmeyerGerhard
    Schulmeyer

Director

February 26, 2007/s/  Michael
    T.
    SmithMichael
    T. Smith

Director

February 26, 2007/s/  Joe
    B.
    WyattJoe
    B. Wyatt

Director

February 26, 2007  74




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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-43
.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 (the
    2/21/07 8-K))10
.1

Amended and Restated
    Reorganization Agreement dated as of October 17, 1996 among
    the Company, Ingram Industries Inc., and Ingram Entertainment
    Inc. (incorporated by reference to Exhibit 10.13 to the
    Companys Registration Statement on
    Form S-1
    (File
    No. 333-16667)
    (the Thrift
    Plan S-1))10
.2

Tax Sharing and Tax Services
    Agreement dated as of November 6, 1996 among the Company,
    Ingram Industries, and Ingram Entertainment (incorporated by
    reference to Exhibit 10.17 to the Thrift
    Plan S-1)10
.3

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

Retirement Program 
    First Amendment to 401K Plan10
.5

Retirement Program 
    Second Amendment to 401K Plan10
.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 Program 
    2005 Compensation Deferral Agreement for Kevin M. Murai
    (incorporated by reference to Exhibit 10.9 to the
    2005 10-K)10
.9

Retirement Program 
    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. Murai10
.11

Equity-Based Compensation
    Program  Ingram Micro Inc. 1996 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.09 to the
    IPO S-1)10
.12

Equity-Based Compensation
    Program  Ingram Micro Inc. Amended and Restated 1996
    Equity Incentive Plan (incorporated by reference to
    Exhibit 10.10 to the
    IPO S-1)10
.13

Equity-Based Compensation
    Program  Amendment No. 1 to the Ingram Micro
    Inc. Amended and Restated 1996 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.06 to the
    Companys Annual Report on
    Form 10-K
    for the 1997 fiscal year)10
.14

Equity-Based Compensation
    Program  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
    Program  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
    Program  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) 75




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##### Table of Contents



Exhibit No.

Exhibit10
.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

Executive Retention Plan Agreement
    with Henri T. Koppen (incorporated by reference to
    Exhibit 10.45 to the Companys Annual Report on
    Form 10-K
    for the 2002 fiscal year)10
.22

Amendment to Executive Retention
    Plan Agreement with Henri T. Koppen (incorporated by reference
    to Exhibit 10.44 to the
    2003 10-K)10
.23

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
.24

Executive Officer Severance Policy10
.25

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
.26

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
.27

Summary of Annual Executive
    Incentive Award Program10
.28

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
.29

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
.30

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
.31

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
.32

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
.33

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
.34

Credit Agreement dated effective
    as of July 29, 2005 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, ABN AMRO Bank N.V., 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 2, 2005)14
.1

Ingram Micro Code of Conduct
    (incorporated by reference to Exhibit 14.1 to the Current
    Report on
    Form 8-K
    filed on August 24, 2005)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 Act 76




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##### Table of Contents



Exhibit No.

Exhibit32
.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

Amended and Restated Corporate
    Governance Guidelines of Ingram Micro Inc., dated June 1,
    2005 (incorporated by reference to Exhibit 99.2 to the
    6/6//05 8-K)99
.2

Compensation Plan for
    Non-Executive Members of the Board of Directors (incorporated by
    reference to Exhibit 99.2 to the
    2/21/07 8-K)99
.3

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Chairman
    of the Board) (incorporated by reference to Exhibit 99.3 to
    the Current Report on
    Form 8-K
    filed on February 21, 2007 (the
    2/21/07 8-K))99
.4

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Audit
    Committee Chair) (incorporated by reference to Exhibit 99.4
    to the
    2/21/07 8-K)99
.5

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Non-Audit
    Committee Chair) (incorporated by reference to Exhibit 99.5
    to the
    2/21/07 8-K)99
.6

Compensation Agreement 
    Form of Board of Directors Compensation Election Form (Non-Chair
    Member) (incorporated by reference to Exhibit 99.6 to the
    2/21/07 8-K)99
.7

Compensation Agreement 
    Form of Board of Directors Restricted Stock Units Deferral
    Election Agreement (Chairman of the Board) (incorporated by
    reference to Exhibit 99.7 to the
    2/21/07 8-K)99
.8

Compensation Agreement 
    Form of Board of Directors Restricted Stock Units Deferral
    Election Agreement (Non-Chairman of the Board) (incorporated by
    reference to Exhibit 99.8 to the
    2/21/07 8-K)99
.9

Compensation Agreement 
    Form of Board of Directors Compensation Cash Deferral Election
    Form (incorporated by reference to Exhibit 99.9 to the
    2/21/07 8-K)99
.10

Compensation Agreement 
    Form of Non-Qualified Stock Option Award Agreement (Non-European
    Union (EU) countries) (incorporated by
    reference to Exhibit 99.1 to the Current Report on
    Form 8-K
    filed on January 3, 2007 (the
    1/3/07 8-K))99
.11

Compensation Agreement 
    Form of Non-Qualified Stock Option Award Agreement (EU
    countries) (incorporated by reference to Exhibit 99.2 to
    the
    1/3/07 8-K)99
.12

Compensation Agreement 
    Form of Restricted Stock Award Agreement for time-vested awards
    (Non-EU countries) (incorporated by reference to Exhibit 99.3 to
    the
    1/3/07 8-K)99
.13

Compensation Agreement 
    Form of Restricted Stock Award Agreement for time-vested awards
    (EU countries) (incorporated by reference to Exhibit 99.4
    to the
    1/3/07 8-K)99
.14

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for time- vested
    awards (Non-EU countries) (incorporated by reference to Exhibit
    99.5 to the
    1/3/07 8-K)99
.15

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for time- vested
    awards (EU countries) (incorporated by reference to
    Exhibit 99.6 to the
    1/3/07 8-K)99
.16

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for
    performance-vested awards (Non-EU countries) (incorporated by
    reference to Exhibit 99.7 to the
    1/3/07 8-K)99
.17

Compensation Agreement 
    Form of Restricted Stock Unit Award Agreement for
    performance-vested awards (EU countries)  77