8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

     CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
February 14, 2006

INGRAM MICRO INC. (Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation
or organization) 1-12203
(Commission File
Number) 62-1644402
(I.R.S. Employer
Identification No.)

1600 E. St. Andrew Place
Santa Ana, CA 92799-5125
(Address, including zip code of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (714) 566-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

      On February 14, 2006, Ingram Micro Inc. (“Ingram Micro”) issued a press release announcing Ingram Micro’s financial results for the period ended December 31, 2005 and an outlook for the first quarter ending April 1, 2006. A copy of the press release, together with the related financial schedules, are attached hereto as Exhibit 99.1, the text of which are incorporated under Item 12 of this Form 8-K by reference herein. This press release, together with the related financial schedules, are not to be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing, or to form a part of Ingram Micro’s public disclosure in the United States or otherwise.

GAAP to Non-GAAP Reconciliation

     Our disclosure of financial results for the quarters and years ended December 31, 2005 and January 1, 2005 contained herein are prepared in accordance with GAAP and are accompanied by disclosures and financial measures that are not prepared in conformity with GAAP. These non-GAAP disclosures include certain adjustments not reflected in the GAAP presentations that relate to the following:

• Costs associated with our outsourcing and optimization plan in North America which was announced in April 2005. These program costs, which aggregated approximately $26.6 million over the program term, include reorganization costs, primarily consisting of severance and lease exit costs as well as costs charged to selling, general and administrative expenses, primarily consisting of consulting, retention and other direct transition expenses.
• Costs associated with the integration of our acquisition of Tech Pacific with Ingram Micro. These costs, which aggregated approximately $12.7 million over the program term, include reorganization costs, primarily consisting of severance and lease exit costs for associates and facilities of Ingram Micro made redundant by the acquisition. In addition, these include costs charged to selling, general and administrative expenses, primarily consisting of consulting, retention, relocation and other direct integration expenses.
• Adjustments of reorganization costs related to our comprehensive profit enhancement program announced in September 2002. Costs incurred under this program aggregated approximately $140 million over the program term and included reorganization costs, primarily consisting of employee termination benefits, facility exit costs, and other costs

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associated with the downsizing, consolidation, and exit of facilities; costs charged to selling, general and administrative expenses, primarily consisting of consulting, incremental depreciation resulting from the reduction of estimated useful lives of fixed assets to coincide with the planned exit activities, recruiting, retention, training and other direct transition expenses; and costs charged to cost of sales, primarily comprised of incremental inventory and vendor-program losses caused by the decision to further consolidate and exit certain European markets. In the periods presented, the adjustments to reorganization costs reflect net benefits for lower than anticipated costs to exit lease obligations or settle employee termination benefits.
• A loss of $8.4 million related to the redemption of our senior subordinated notes and termination of related interest-rate swap agreements in the third quarter of 2005.
• Foreign-exchange gains aggregating $23.1 million related to the currency hedging of our Australian dollar-denominated purchase of Tech Pacific.
• Benefits aggregating $113.9 million from the reversal of previously accrued income taxes related to gains realized on the sale of shares of SOFTBANK Corp.

     Non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, and non-GAAP earnings per share are the primary indicators management uses internally to conduct and measure its business and evaluate the performance of its consolidated operations and geographic operating segments. Management believes these measures are useful information to investors because it provides a meaningful comparison to prior periods and may be more indicative of the level of future results.

     These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with generally accepted accounting principles.

     The non-GAAP disclosures and the non-GAAP adjustments including the basis for excluding such adjustments and the impact on our operations, are outlined below:

     Non-GAAP Operating Expenses (in Dollars and as a Percentage of Net Sales). GAAP operating expenses were impacted by the costs associated with our outsourcing and optimization plan in North America, costs associated with the

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integration of our Tech Pacific acquisition with Ingram Micro, and the adjustments of reorganization costs related to actions taken in prior years. Management views these actions as discrete programs designed to improve processes, utilize resources more efficiently, and enhance the overall profitability of our company on a sustainable basis. We track the progress on these initiatives and the related costs to ensure they are managed effectively. We believe that these programs are substantially complete and the related incremental costs and adjustments will not be material in future periods. The economic substance behind our decision to use these non-GAAP operating expense measures is that the costs incurred on these programs are incremental to operations in the normal course of business, are incurred over a relatively short program period (generally less than 18 months) and are not expected to recur after the program completion, and their inclusion may distort historical trends. Additionally, amounts can vary significantly from period to period based on the timing of specific actions under these programs and management could not reasonably predict the amount of these costs on a quarterly basis. Because the amounts could not be reasonably predicted on a quarterly basis, management has not included these costs in its previously announced earnings outlooks. Management uses these non-GAAP operating expense measures along with the related GAAP measures to conduct and measure its business against internally developed objectives and evaluate the performance of its consolidated operations and geographic operating segments. Management believes these measures are useful information to investors because they provide meaningful comparisons to prior periods, management’s previous outlooks, and the analysts’ own financial models, which may exclude the costs of these actions. Material limitations associated with the use of these measures as compared to the GAAP measures of operating expenses is that they do not reflect all period costs included in operating expenses associated with these actions and as such may not be comparable to other companies with similar actions who present such costs differently. To compensate for these limitations, management believes that it is appropriate to consider operating expenses determined under GAAP as well as on a non-GAAP basis.

     Non-GAAP Operating Income (in Dollars and as a Percentage of Net Sales, or Operating Margin). GAAP operating income was impacted by the same items and in the same amounts as discussed for operating expenses above. Management views these actions as discrete programs designed to improve processes, utilize resources more efficiently, and enhance the overall profitability of our company on a sustainable basis. We track the progress on these initiatives and the related costs to ensure they are managed effectively. We believe that these programs are substantially complete and the related incremental costs and adjustments will not be material in future periods. The economic substance behind our decision to use these non-GAAP operating income measures is that the costs incurred on these programs are incremental to operations in the normal course of business, are incurred over a relatively short program period (generally less than 18 months) and are not expected to recur after the program completion, and their inclusion may distort historical trends. Additionally, amounts can vary

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significantly from period to period based on the timing of specific actions under these programs and management could not reasonably predict the amount of these costs on a quarterly basis. Because the amounts could not be reasonably predicted on a quarterly basis, management has not included these costs in its previously announced earnings outlooks. Management uses these non-GAAP operating income measures along with the related GAAP measures to conduct and measure its business against internally developed objectives and evaluate the performance of its consolidated operations and geographic operating segments. Management believes such measures are useful information to investors because they provide a meaningful comparison to prior periods, management’s previous outlooks, and the analysts’ own financial models, which may exclude the costs of these actions. Material limitations associated with the use of these non-GAAP operating income measures as compared to GAAP operating income measures is that they do not reflect all period costs included in operating income associated with these actions and as such may not be comparable to other companies with similar actions who present such costs differently. To compensate for these limitations, management believes that it is appropriate to consider operating income determined under GAAP as well as on a non-GAAP basis.

     Non-GAAP Net Income. GAAP net income was impacted by all of the items impacting the non-GAAP measures discussed above as well as the other items discussed in this paragraph. We believe that the outsourcing and optimization plan in North America, the integration of Tech Pacific, and other previously announced actions are substantially complete and the related incremental costs and adjustments will not be material in future periods. We also redeemed all of our outstanding senior subordinated notes and terminated the related interest rate swap agreements and do not expect to incur similar costs

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related to the termination of these facilities in the near term. The foreign-currency hedge contract was terminated upon settlement of the purchase of Tech Pacific and hedge gains of similar magnitude are not expected in the near term. The tax matters related to the substantial majority of gains associated with the sales of Softbank stock have been favorably resolved and resolution of the remaining deferred tax liabilities are not expected to be material to our ongoing results of operations. The economic substance behind our decision to use the non-GAAP net income measure, which excludes the estimated after-tax impact of all these items, is that the costs, gains, and tax benefits related to these programs and actions are incremental to operations in the normal course of business, related costs are incurred over a relatively short program period (generally less than 18 months) or are related to specific transactions which we believe are not directly related to our core distribution operations, the related costs, gains, or tax benefits are not expected to recur for these programs or actions in the near term, and their inclusion may distort historical trends. Additionally, amounts can vary significantly from period to period based on the timing of specific actions under these programs, changes in the financial market, or actions of the legislature or taxing authorities. As a result, management could not reasonably predict the amount of these costs, gains or tax benefits on a quarterly basis. Because the amounts could not be reasonably predicted on a quarterly basis, management has not included these items in its previously announced earnings outlooks. Management uses the non-GAAP net income measure along with the related GAAP measure to conduct and measure its business against internally developed objectives and evaluate the performance of its consolidated operations. Management believes this measure is useful information to investors because it provides a meaningful comparison to prior periods, management’s previous outlooks, and the analysts’ own financial models, which may exclude the impacts of these items. Material limitations associated with the use of this measure as compared to the GAAP measure of net income is that it does not reflect all costs and benefits included in net income associated with these items and as such may not be comparable to other companies with similar items who present related costs and benefits differently. To compensate for these limitations, management believes that it is appropriate to consider net income determined under GAAP as well as on a non-GAAP basis.

     Non-GAAP Earnings Per Share. GAAP earnings per share was impacted by all of the items discussed above. Non-GAAP earnings per share excludes the after-tax impact of all these items on a per share basis and is calculated by dividing non-GAAP net income by weighted average shares outstanding calculated on a fully diluted basis. The economic substance behind our decision to use the non-GAAP earnings per share measure is the same as for using the non-GAAP net income measure as discussed above. Management uses the non-GAAP earnings per share measure along with the related GAAP measure to conduct and measure its business against internally developed objectives and evaluate the performance of its consolidated operations. Management believes this measure is useful information to investors because it provides a meaningful comparison to

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prior periods, management’s previous outlooks, and the analysts’ own financial models, which may exclude the impacts of these items. Material limitations associated with the use of this measure as compared to the GAAP measure of earnings per share is that it does not reflect all costs and benefits included in earnings per share associated with these items and as such may not be comparable to other companies with similar items who present related costs and benefits differently. To compensate for these limitations, management believes that it is appropriate to consider earnings per share determined under GAAP as well as on a non-GAAP basis.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 14, 2006 and related financial schedules.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INGRAM MICRO INC.
By:	/s/ Larry C. Boyd
Name:	Larry C. Boyd
Title:	Senior Vice President,
	Secretary and General Counsel

Date: February 14, 2006

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EX-99.1

Exhibit 99.1

For More Information Contact:
Media:	Investors:
Ingram Micro Inc.	Ingram Micro Inc.
Chris Kelly (714) 382-3355	Ria Marie Carlson (714) 382-4400
chris.kelly@ingrammicro.com	ria.carlson@ingrammicro.com
	Kay Leyba (714) 382-4175
	kay.leyba@ingrammicro.com

INGRAM MICRO REPORTS
FOURTH QUARTER, FULL-YEAR 2005 RESULTS

Annual revenues surpass $28.8 billion
Net income hits a fourth-quarter record, driving EPS to $0.51 (GAAP) or $0.54 (non-GAAP)

     SANTA ANA, Calif., Feb. 14, 2006 —Ingram Micro Inc. (NYSE: IM), the world’s largest technology distributor, today announced financial results for the fourth quarter and fiscal year of 2005 (ended Dec. 31, 2005).

     Worldwide sales for the fourth quarter were $7.96 billion, a 7-percent increase from $7.45 billion in the prior-year period. The translation impact of the relatively weaker European currencies had an approximate four-percentage-point negative effect on comparisons to the prior year. Sales for the 2005 fiscal year were $28.81 billion, a 13-percent increase over 2004.

     Fourth-quarter net income and earnings per share hit fourth quarter records. Net income based on generally accepted accounting principles (GAAP) was $84.4 million or $0.51 per diluted share. Net income includes major-program and integration costs of $8.2 million (approximately $5.6 million net of tax or $0.03 per diluted share) related to the company’s outsourcing and optimization plan in North America ($5.6 million) and the integration of Tech Pacific ($2.6 million), which the company acquired in November 2004. In the year-ago quarter, GAAP net income was $79.2 million, or $0.48 per diluted share, which includes benefits totaling $14.2 million, or $0.08 per diluted share, as described in the special items section below.

     Net income on a non-GAAP basis, which excludes the costs identified above, was $90.0 million, or $0.54 per diluted share, a fourth-quarter record. Year-ago net income on a non-GAAP basis, which excludes the benefits described in the special items section below, was $65.0 million, or $0.40 per diluted share. A reconciliation of these non-GAAP items to GAAP net income can be found in the tables attached to this press release.

      “I’m pleased to end the year on a high note after delivering solid results throughout 2005,” said Gregory M. Spierkel, chief executive officer, Ingram Micro Inc. “A strong December, coupled with exemplary

2-2-2Ingram Micro Reports Fourth Quarter 2005 Results

cost containment, drove the better-than-expected bottom-line results for the quarter. We posted the highest sales in five years and the initiatives we have developed over the last several quarters are driving superior performance. For the full year, net income on a non-GAAP basis hit an all-time high and every region exceeded 100 basis points of non-GAAP operating income for the first time in company history. We now have four strong engines throughout the world, with each region contributing to our profitability and growth.”

Additional Fourth-Quarter Highlights

For additional detail regarding the results outlined below, please refer to the financial statements and schedules attached to this news release or visit www.ingrammicro.com.

• Regional Sales
  
  
  • North American sales were $3.27 billion (41 percent of total revenues), an increase of 4 percent versus year-ago sales of $3.14 billion.
  • European sales were $3.01 billion (38 percent of total revenues) versus $2.99 billion in the year-ago quarter. Sales in U.S. dollars were up 1 percent over the prior-year period. The translation impact of the relatively weaker European currencies had an approximate 9-percentage-point negative impact on comparisons to the prior year.
  • Asia-Pacific sales were $1.25 billion (16 percent of total revenues) or an increase of 27 percent versus the $986 million reported in the prior-year period, primarily driven by the full-quarter benefits in 2005 of the company’s acquisition of Tech Pacific, which closed on November 10, 2004.
  • Latin American sales reached a historic high of $420 million (5 percent of total revenues), an increase of 25 percent versus year-ago sales of $337 million.
    
    
• Gross Margin
  
  
  • Gross margin was 5.61 percent, down slightly from the year-ago quarter but a sequential increase of 12 basis points, aided by the company’s strong end-of-year Ingram Micro Logistics business within North America.
    
    
• Operating Expenses
  
  
  • Operating expenses were $314.4 million or 3.95 percent of revenues versus $310.8 million or 4.17 percent of revenues in the year-ago period.
  • For comparison purposes, non-GAAP operating expenses excluding major-program and integration costs in 2005 were $306.2 million or 3.85 percent of revenues. In the prior year period, non-GAAP operating expenses excluding benefits relating to the favorable resolution of lease termination costs related to actions taken in prior years was $311.2 million or 4.18 percent of revenues.

3-3-3Ingram Micro Reports Fourth Quarter 2005 Results

• Operating Income
  
  
  • Worldwide operating income was $131.7 million or 1.66 percent of revenues versus $108.7 million or 1.46 percent of revenues in the year-ago period. For comparison purposes, operating income on a non-GAAP basis, which excludes major-program and integration costs, was $139.9 million, or 1.76 percent of revenues. In 2004, fourth-quarter operating income on a non-GAAP basis was $108.3 million or 1.45 percent of revenues, excluding benefits relating to the favorable resolution of lease termination costs related to actions taken in prior years.
    
    
  • North American operating income was $55.1 million or 1.68 percent of revenues versus $37.9 million or 1.21 percent of revenues in the year-ago quarter. For comparison purposes, North American operating income on a non-GAAP basis, which excludes major-program costs related to the company’s outsourcing and optimization plan, was $60.7 million or 1.85 percent of revenues versus $38.1 million or 1.21 percent of revenues in the prior-year period.
    
    
  • European operating income was $57.1 million or 1.90 percent of revenues versus $57.9 million or 1.94 percent of revenues in the year-ago quarter. For comparison purposes, European operating income on a non-GAAP basis, which excludes benefits in both 2005 and 2004 related to favorable resolution of prior years’ reorganization liabilities, was $57.1 million or 1.89 percent of revenues versus $57.2 million or 1.91 percent of revenues, respectively.
    
    
  • Asia-Pacific operating income was $8.9 million or 0.71 percent of revenues versus $7.2 million or 0.73 percent in the year-ago quarter. On a non-GAAP basis, Asia-Pacific operating income excluding integration costs related to the acquisition of Tech Pacific was $11.5 million or 0.92 percent of revenues.
    
    
  • Latin American operating income was $10.7 million or a record 2.54 percent of revenues versus $5.8 million or 1.71 percent of revenues in the year-ago quarter.
    
    
• Other income and expenses
  
  
  • Net other expenses of $10.8 million were recorded for the quarter, which benefited from foreign currency gains of approximately $1.5 million, as well as interest savings from the repurchase of the company’s senior subordinated notes in the third quarter of 2005. The prior-year quarter generated net other income of $6.4 million, which included a foreign exchange gain of $18.8 million related to the currency hedging of the company’s Australian dollar-denominated purchase of Tech Pacific.
    
    
• Total depreciation was $13.6 million.
  
  
• Capital expenditures were approximately $11.5 million.

4-4-4Ingram Micro Reports Fourth Quarter 2005 Results

Balance Sheet

• The cash balance at the end of the quarter was $324 million, a 19 percent decrease from the $398 million balance at the end of 2004. The decrease in cash is primarily due to sales growth and the acquisition of AVAD.
• Inventory was $2.21 billion or 27 days on hand compared to $2.18 billion or 28 days on hand at the end of the prior year.
• Working capital days were 21 compared to 22 for third quarter 2005, and 19 at the end of the prior year.
• Total debt was $605 million or 20 percent of total capitalization, a slightly higher capitalization level than a year ago due to higher sales volume, the acquisition of AVAD, and higher working capital days associated with the change in the mix of business.

     “Our fourth-quarter performance is a continuation of the positive momentum that we’ve been building over the last several quarters,” said William D. Humes, executive vice president and chief financial officer, Ingram Micro Inc. “The quarter’s sales approached the high end of the range of guidance issued in October, while net income and EPS exceeded our range. The significant improvement in operating income is due, in part, to the North American outsourcing and optimization initiative announced in April 2005, a better margin mix from new business models such as AVAD, as well as our Six Sigma efforts throughout the world.”

Details on Special Items

     As indicated above, fourth-quarter results were affected by special items of $8.2 million, or approximately $5.6 million net of tax, which includes a benefit of $0.2 million for the reversal of previously accrued income taxes related to gains on the sale of securities. The special items of $8.2 million are comprised of major-program costs of $5.6 million primarily related to severance, lease exit costs, incremental accelerated depreciation, consulting, retention and other transition expenses associated with the company’s previously announced North American outsourcing and optimization plan; and, integration costs of $2.6 million, primarily associated with closing redundant facilities, workforce reductions, consulting, relocation and other integration actions related to the acquisition of Tech Pacific in November 2004.

     Last year’s fourth-quarter results were affected by benefits that included: $1.1 million for the reversal of previously accrued income taxes related to gains realized on the sale of securities; a foreign-exchange gain of $18.8 million (approximately $12.8 million net of tax) related to currency hedging of the company’s Australian dollar-denominated purchase of Tech Pacific; and $0.4 million (approximately $0.3 million net of tax) related to the favorable resolution of lease terminations costs.

5-5-5Ingram Micro Reports Fourth Quarter 2005 Results

Fiscal Year Results

      Of the $28.81 billion in worldwide sales for the 52 weeks ended Dec. 31, 2005, North America generated 42 percent of revenues at $12.22 billion (a 4-percent increase over the prior year); Europe generated 36 percent of revenues at $10.42 billion (a 6-percent increase over the prior year); Asia-Pacific generated 17 percent of revenues at $4.84 billion (a 77-percent increase, which primarily reflects the addition of Tech Pacific); and Latin America generated 5 percent of revenues at $1.32 billion (a 20-percent increase). The full-year gross margin was 5.47 percent, a slight decrease of 4 basis points versus 2004.

     Worldwide operating income was $362.2 million or 1.26 percent of revenues versus $283.4 million or 1.11 percent of revenues for 2004. Operating income on a non-GAAP basis in 2005 – which excludes major-program and integration costs of $39.2 million related to the company’s outsourcing and optimization plan in North America and the integration of the Tech Pacific acquisition – was $401.4 million or 1.39 percent of revenues. In 2004, operating income on a non-GAAP basis was $280.5 million or 1.10 percent of revenues.

     Net income based on GAAP was $216.9 million or $1.32 per diluted share versus $219.9 million or $1.38 per diluted share in 2004. For 2005, net income based on GAAP includes major-program and integration costs described above, as well as a loss of $8.4 million ($6.0 million net of tax or $0.04 per diluted share) related to the repurchase of the company’s senior subordinated notes and termination of related interest-rate swap agreements in the third quarter, and $2.4 million for the reversal of previously accrued income taxes related to gains on the sale of securities. For 2004, net income based on GAAP includes the following benefits totaling $58.8 million or $0.37 per diluted share: $41.1 million or $0.26 per diluted share for the reversal of previously accrued income taxes related to the gains realized on the sale of securities; foreign-exchange gains of $23.1 million ($15.7 million after tax or $0.10 per diluted share) related to currency hedging of the company’s Australian dollar-denominated purchase of Tech Pacific; and $2.9 million ($2.0 million net of tax or $0.01 per diluted share) primarily related to the favorable resolution of lease termination costs previously reserved under the profit-enhancement program announced in 2002.

     Non-GAAP net income, which excludes the special items listed above, was $248.4 million in 2005 – a company record and a 54-percent increase over the $161.1 million in 2004 – while earnings per diluted share were $1.51 in 2005 versus $1.01 per diluted share in 2004.

     Capital expenditures for the full year were $38.8 million, while depreciation was $53.7 million.

Outlook for the First Quarter

     The following statements are based on the company’s current expectations and internal forecasts. These statements are forward looking and actual results may differ materially, as outlined in the company's periodic filings with the Securities and Exchange Commission.

According to the company’s guidance for the first quarter ending April 1, 2006:

6-6-6Ingram Micro Reports Fourth Quarter 2005 Results

• Sales are expected to range from $7.3 billion to $7.5 billion.
• Net income is expected to range from $54 million to $59 million, or $0.32 to $0.35 per diluted share, which includes approximately $8 million or $0.03 per share for the currently estimated amount of non-cash stock-based compensation expense resulting from the expected adoption of Statement of Financial Accounting Standards No. 123 (revised 2004) , Share-Based Payment, in the first quarter 2006. For comparison purposes, 2005 did not include these expenses. The effect of this expense for the full year 2006 is expected to be approximately $30 million or $0.13 per share.
• The weighted average shares outstanding is expected to be approximately 170 million and the effective tax rate for first quarter 2006 is expected to be 28%.

     “Our first-quarter guidance reflects normal seasonality, coupled with the continued translation impact of the relatively weaker European currencies, which are about 7-percent softer than this time last year,” said Spierkel. “The push for 2006 will be driving growth through superior execution and differentiation. We need to proactively pursue sales in our core business and in the new areas of AIDC/POS, consumer electronics, and service offerings. I’m optimistic -- the regional markets are steady, our vendors and customers continue to see the value we bring to their businesses, and our diversification efforts have positioned us well.”

Conference Call and Webcast

     Additional information about Ingram Micro’s financial results will be presented in a conference call with presentation slides today at 5 p.m. EDT. To listen to the conference call webcast and view the accompanying presentation slides, visit the company’s Web site at www.ingrammicro.com (Investor Relations section). The conference call is also accessible by telephone at (888) 455-0750 (toll-free within the United States and Canada) or (517) 308-9002 (other countries).

     The replay of the conference call with presentation slides will be available for one week at www.ingrammicro.com (Investor Relations section) or by calling (800) 678-3180 or (402) 220-3063 outside the United States and Canada.

Cautionary Statement for the Purpose of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The matters in this press release that are forward-looking statements, including but not limited to statements about future revenues, sales levels, operating income, margins, stock-based compensation expense, integration costs, cost synergies, operating efficiencies, profitability, market share and rates of return, are based on current management expectations that involve certain risks which, if realized, in whole or in part, could cause such expectations to fail to be achieved and have a material adverse effect on Ingram Micro's business, financial condition and results of operations, including, without limitation: (1) intense competition, regionally and internationally, including competition from alternative business models, such as manufacturer-to-end-user selling, which may lead to reduced prices, lower sales or reduced sales growth, lower gross margins, extended payment terms with customers, increased capital investment and interest costs, bad debt risks and product supply shortages; (2) integration of our acquired businesses and similar transactions involve various risks and difficulties -- our operations may be adversely impacted by an acquisition that (i) is not suited for

7-7-7Ingram Micro Reports Fourth Quarter 2005 Results

us, (ii) is improperly executed, or (iii) substantially increases our debt; (3) foreign exchange rate fluctuations, devaluation of a foreign currency, adverse governmental controls or actions, political or economic instability, or disruption of a foreign market, and other related risks of our international operations may adversely impact our operations in that country or globally; (4) we may not achieve the objectives of our process improvement efforts or be able to adequately adjust our cost structure in a timely fashion to remain competitive, which may cause our profitability to suffer; (5) our failure to attract new sources of profitable business from expansion of products or services or risks associated with entry into new markets, including geographies, products and services, could negatively impact our future operating results; (6) an interruption or failure of our information systems or subversion of access or other system controls may result in a significant loss of business, assets, or competitive information; (7) significant changes in supplier terms, such as higher thresholds on sales volume before distributors may qualify for discounts and/or rebates, the overall reduction in the amount of incentives available, reduction or termination of price protection, return levels, or other inventory management programs, or reductions in payment terms, may adversely impact our results of operations or financial condition; (8) termination of a supply or services agreement with a major supplier or product supply shortages may adversely impact our results of operations; (9) changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates or we may be required to pay additional tax assessments; (10) we cannot predict with certainty, the outcome of the SEC and U.S. Attorney’s inquiries; (11) if there is a downturn in economic conditions for an extended period of time, it will likely have an adverse impact on our business; (12) we may experience loss of business from one or more significant customers, and an increased risk of credit loss as a result of reseller customers' businesses being negatively impacted by dramatic changes in the information technology products and services industry as well as intense competition among resellers --increased losses, if any, may not be covered by credit insurance or we may not be able to obtain credit insurance at reasonable rates or at all; (13) rapid product improvement and technological change resulting in inventory obsolescence or changes in demand may result in a decline in value of a portion of our inventory; (14) future terrorist or military actions could result in disruption to our operations or loss of assets, in certain markets or globally; (15) the loss of a key executive officer or other key employees, or changes affecting the work force such as government regulations, collective bargaining agreements or the limited availability of qualified personnel, could disrupt operations or increase our cost structure; (16) 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; (17) our failure to adequately adapt to industry changes and to manage potential growth and/or contractions could negatively impact our future operating results; (18) future periodic assessments required by current or new accounting standards such as those relating to long-lived assets, goodwill and other intangible assets and expensing of stock options may result in additional non-cash charges; (19) seasonal variations in the demand for products and services, as well as the introduction of new products, may cause variations in our quarterly results; and (20) the failure of certain shipping companies to deliver product to us, or from us to our customers, may adversely impact our results of operations.

Ingram Micro has instituted in the past and continues to institute changes to its strategies, operations and processes to address these risk factors and to mitigate their impact on Ingram Micro's results of operations and financial condition. However, no assurances can be given that Ingram Micro will be successful in these efforts. For a further discussion of significant factors to consider in connection with forward-looking statements concerning Ingram Micro, reference is made to Exhibit 99.01 of Ingram Micro's Annual Report on Form 10-K for the year ended January 1, 2005; other risks or uncertainties may be detailed from time to time in Ingram Micro's future SEC filings. Ingram Micro disclaims any duty to update any forward-looking statements.

About Ingram Micro Inc.

     As a vital link in the technology value chain, Ingram Micro creates sales and profitability opportunities for vendors and resellers through unique marketing programs, outsourced logistics services, technical support, financial services, and product aggregation and distribution. The company serves 100 countries and is the only global IT distributor with operations in Asia. Visit www.ingrammicro.com.

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© 2006 Ingram Micro Inc. All rights reserved. Ingram Micro and the registered Ingram Micro logo are trademarks used under license by Ingram Micro Inc.

     Ingram Micro Inc.
Consolidated Balance Sheet
(Dollars in 000s)
(Unaudited)

	December 31, 2005		January 1, 2005
ASSETS
Current assets:
Cash	$	324,481	$	398,423
Trade accounts receivable, net		3,186,115		3,037,417
Inventories		2,208,660		2,175,185
Other current assets		352,042		471,137
Total current assets		6,071,298		6,082,162
Property and equipment, net		179,435		199,133
Goodwill		638,416		559,665
Other		145,841		85,777
Total assets	$	7,034,990	$	6,926,737
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,476,845	$	3,536,880
Accrued expenses		479,422		607,684
Current maturities of long-term debt		149,217		168,649
Total current liabilities		4,105,484		4,313,213
Long-term debt, less current maturities		455,650		346,183
Other liabilities		35,258		26,531
Total liabilities		4,596,392		4,685,927
Stockholders' equity		2,438,598		2,240,810
Total liabilities and stockholders' equity	$	7,034,990	$	6,926,737

Page 1

Ingram Micro Inc.
Consolidated Statement of Income
(Dollars in 000s, except per share data)
(Unaudited)

	Thirteen Weeks Ended
	December 31, 2005		January 1, 2005
Net sales	$	7,956,500	$	7,453,423
Costs of sales		7,510,340		7,033,900
Gross profit		446,160		419,523
Operating expenses:
Selling, general and
administrative		309,119		311,229
Reorganization costs		5,317		(440	)
		314,436		310,789
Income from operations		131,724		108,734
Interest and other		10,825		(6,416	)
Income before income taxes		120,899		115,150
Provision for income taxes		36,542		35,952
Net income	$	84,357	$	79,198
Diluted earnings per share:
Net income	$	0.51	$	0.48
Diluted weighted average
shares outstanding		166,516,907		163,423,394

Page 2

Ingram Micro Inc.
Consolidated Statement of Income
(Dollars in 000s, except per share data)
(Unaudited)

	Fifty-two Weeks Ended
	December 31, 2005		January 1, 2005
Net sales	$	28,808,312	$	25,462,071
Costs of sales		27,233,334		24,060,029
Gross profit		1,574,978		1,402,042
Operating expenses:
Selling, general and
administrative		1,196,516		1,121,571
Reorganization costs		16,276		(2,896	)
		1,212,792		1,118,675
Income from operations		362,186		283,367
Interest and other		60,249		20,091
Income before income taxes		301,937		263,276
Provision for income taxes		85,031		43,375
Net income	$	216,906	$	219,901
Diluted earnings per share:
Net income	$	1.32	$	1.38
Diluted weighted average
shares outstanding		164,331,166		159,680,040

Page 3

     Ingram Micro Inc.
Supplementary Information
Reconciliation of Non-GAAP to GAAP Financial Measures
(Dollars in 000s, except per share data)
(Unaudited)

	Thirteen Weeks Ended December 31, 2005
	As Reported Under GAAP		Special Items				Non-GAAP Financial Measure
Operating expenses	$	314,436	$	(8,190	)	(a)	$	306,246	(g)
Income from operations		131,724		8,190		(a)		139,914
Net income		84,357		5,662		(b)		90,019
Diluted earnings per share	$	0.51	$	0.03		(c)	$	0.54
	Thirteen Weeks Ended January 1, 2005
	As Reported Under GAAP		Special Items				Non-GAAP Financial Measure
Operating expenses	$	310,789	$	440		(d)	$	311,229	(h)
Income from operations		108,734		(440	)	(d)		108,294
Net income		79,198		(14,213	)	(e)		64,985
Diluted earnings per share	$	0.48	$	(0.08	)	(f)	$	0.40

(a)	Includes costs associated with the Company's outsourcing and optimization plan in North America, comprised of reorganization costs of $3,330 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $2,251 charged to selling, general and administrative expenses, primarily comprised of incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures, consulting, retention, and other transition costs; and costs associated with the integration of Tech Pacific in Asia-Pacific, comprised of reorganization costs of $2,034 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $622 charged to selling, general and administrative expenses, primarily comprised of consulting and incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures; and partially offset by net credit adjustments of $47 in Europe for lower than expected costs to settle obligations related to previous actions.
(b)	Includes adjustments noted in footnote (a) above, net of estimated taxes, as well as the reversal of deferred tax liabilities of $184 related to the gain on sale of available-for-sale securities.
(c)	Includes adjustments noted in footnote (b) above on a per share basis calculated by dividing the adjusted amounts by the diluted weighted average shares outstanding of 166,516,907.
(d)	Includes net adjustments to reorganization costs of $440 primarily for favorable resolution of lease termination costs related to actions taken in prior years.
(e)	Includes adjustments noted in footnote (d) above, net of estimated taxes, as well as a foreign-exchange gain of $18,843 ($12,813, net of estimated taxes) related to the forward currency hedge of the Company's Australian-dollar denominated purchase of Tech Pacific and the reversal of deferred tax liabilities of $1,100 related to the gain on sale of available-for-sale securities.
(f)	Includes adjustments noted in footnote (e) above on a per share basis calculated by dividing the adjusted amounts by the diluted weighted average shares outstanding of 163,423,394.
(g)	As a percentage of net sales, GAAP operating expenses for the thirteen weeks ended December 31, 2005 represent 3.95% and non-GAAP operating expenses represent 3.85%.
(h)	As a percentage of net sales, GAAP operating expenses for the thirteen weeks ended January 1, 2005 represent 4.17% and non-GAAP operating expenses represent 4.18%.

Page 4

     Ingram Micro Inc.
Supplementary Information
Reconciliation of Non-GAAP to GAAP Financial Measures
(Dollars in 000s, except per share data)
(Unaudited)

	Fifty-two Weeks Ended December 31, 2005
	As Reported Under GAAP		Special Items				Non-GAAP Financial Measure
Operating expenses	$	1,212,792	$	(39,211	)	(a)	$	1,173,581
Income from operations		362,186		39,211		(a)		401,397
Net income		216,906		31,459		(b)		248,365
Diluted earnings per share	$	1.32	$	0.19		(c)	$	1.51
	Fifty-two Weeks Ended January 1, 2005
	As Reported Under GAAP		Special Items				Non-GAAP Financial Measure
Operating expenses	$	1,118,675	$	2,896		(d)	$	1,121,571
Income from operations		283,367		(2,896	)	(d)		280,471
Net income		219,901		(58,769	)	(e)		161,132
Diluted earnings per share	$	1.38	$	(0.37	)	(f)	$	1.01

(a)	Includes costs associated with the Company's outsourcing and optimization plan in North America, comprised of reorganization costs of $9,649 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $16,933 charged to selling, general and administrative expenses, primarily comprised of incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures, consulting, retention, and other transition costs; and costs associated with the integration of Tech Pacific in Asia-Pacific, comprised of reorganization costs of $6,709 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $6,002 charged to selling, general and administrative expenses, primarily comprised of consulting and incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures; partially offset by net credit adjustments of $82 in Europe for lower than expected costs to settle obligations related to previous actions.
(b)	Includes adjustments noted in footnote (a) above, net of estimated taxes, as well as a loss of $8,413 ($5,973, net of estimated taxes) on the redemption of the Company's senior subordinated notes and termination of related interest-rate swap agreements and the reversal of deferred tax liabilities of $2,385 related to the gain on sale of available-for-sale securities.
(c)	Includes adjustments noted in footnote (b) above on a per share basis calculated by dividing the adjusted amounts by the diluted weighted average shares outstanding of 164,331,166.
(d)	Includes net adjustments to reorganization costs of $2,896 primarily for favorable resolution of lease termination costs related to actions taken in prior years.
(e)	Includes adjustments noted in footnote (d) above, net of estimated taxes, as well as foreign-exchange gain of $23,120 ($15,722, net of estimated taxes) related to the forward currency hedge of the Company's Australian-dollar denominated purchase of Tech Pacific and the reversal of deferred tax liabilities of $41,078 related to the gain on sale of available-for-sale securities.
(f)	Includes adjustments noted in footnote (e) above on a per share basis calculated by dividing the adjusted amounts by the diluted weighted average shares outstanding of 159,680,040.

Page 5

     Ingram Micro Inc.
Supplementary Information
Income from Operations
(Dollars in 000s)
(Unaudited)

	Thirteen Weeks Ended December 31, 2005
	Net Sales		Operating Income			Special Items (a)			Non-GAAP Operating Income
North America	$	3,273,477	$	55,075		$	5,581		$	60,656
Europe		3,012,510		57,106			(47	)		57,059
Asia-Pacific		1,250,149		8,882			2,656			11,538
Latin America		420,364		10,661			-			10,661
	$	7,956,500	$	131,724		$	8,190		$	139,914
			Operating Margin			Special Items			Non-GAAP Operating Margin (c)
North America				1.68	%		0.17	%		1.85	%
Europe				1.90	%		(0.01	%)		1.89	%
Asia-Pacific				0.71	%		0.21	%		0.92	%
Latin America				2.54	%		-			2.54	%
				1.66	%		0.10	%		1.76	%
	Thirteen Weeks Ended January 1, 2005
	Net Sales		Operating Income			Special Items (b)			Non-GAAP Operating Income
North America	$	3,140,906	$	37,891		$	259		$	38,150
Europe		2,989,144		57,867			(699	)		57,168
Asia-Pacific		986,176		7,215			-			7,215
Latin America		337,197		5,761			-			5,761
	$	7,453,423	$	108,734		$	(440	)	$	108,294
			Operating Margin			Special Items			Non-GAAP Operating Margin (c)
North America				1.21	%		0.00	%		1.21	%
Europe				1.94	%		(0.03	%)		1.91	%
Asia-Pacific				0.73	%		-			0.73	%
Latin America				1.71	%		-			1.71	%
				1.46	%		(0.01	%)		1.45	%

(a)	Special items in 2005 include costs associated with the Company's outsourcing and optimization plan in North America, comprised of reorganization costs of $3,330 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $2,251 charged to selling, general and administrative expenses, primarily comprised of incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures, consulting, retention, and other transition costs; and costs associated with the integration of Tech Pacific in Asia-Pacific, comprised of reorganization costs of $2,034 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $622 charged to selling, general and administrative expenses, primarily comprised of consulting and incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures; partially offset by net credit adjustments of $47 in Europe for lower than expected costs to settle obligations related to previous actions.
(b)	Special items in 2004 include net adjustments to reorganization costs of $440 (credit of $699 in Europe, partially offset by a charge of $259 in North America), primarily related to actions taken in prior years for lower than expected costs associated with facility consolidations.
(c)	Non-GAAP operating margin is calculated by dividing non-GAAP operating income by net sales.

Page 6

     Ingram Micro Inc.
Supplementary Information
Income from Operations
(Dollars in 000s)
(Unaudited)

	Fifty-two Weeks Ended December 31, 2005
	Net Sales		Operating Income			Special Items (a)			Non-GAAP Operating Income
North America	$	12,216,790	$	157,624		$	26,582		$	184,206
Europe		10,424,026		143,377			(82	)		143,295
Asia-Pacific		4,843,135		39,768			12,711			52,479
Latin America		1,324,361		21,417			-			21,417
	$	28,808,312	$	362,186		$	39,211		$	401,397
			Operating Margin			Special Items			Non-GAAP Operating Margin (c)
North America				1.29	%		0.22	%		1.51	%
Europe				1.38	%		(0.01	%)		1.37	%
Asia-Pacific				0.82	%		0.26	%		1.08	%
Latin America				1.62	%		-			1.62	%
				1.26	%		0.13	%		1.39	%
	Fifty-two Weeks Ended January 1, 2005
	Net Sales		Operating Income			Special Items (b)			Non-GAAP Operating Income
North America	$	11,776,679	$	130,321		$	(2,234		$	128,087
Europe		9,839,185		129,754			(978	)		128,776
Asia-Pacific		2,741,608		9,796			316			10,112
Latin America		1,104,599		13,496			-			13,496
	$	25,462,071	$	283,367		$	(2,896	)	$	280,471
			Operating Margin			Special Items			Non-GAAP Operating Margin (c)
North America				1.11	%		(0.02	%		1.09	%
Europe				1.32	%		(0.01	%)		1.31	%
Asia-Pacific				0.36	%		0.01	%		0.37	%
Latin America				1.22	%		-			1.22	%
				1.11	%		(0.01	%)		1.10	%

(a)	Special items in 2005 include costs associated with the Company's outsourcing and optimization plan in North America, comprised costs of $9,649 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility of reorganization consolidations, and $16,933 charged to selling, general and administrative expenses, primarily comprised of incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures, consulting, retention, and other transition costs; and costs associated with the integration of Tech Pacific in Asia-Pacific, comprised of reorganization costs of $6,709 primarily related to employee termination benefits for workforce reductions and lease exit costs for facility consolidations, and $6,002 charged to selling, general and administrative expenses, primarily comprised of consulting and incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures; partially offset by net credit adjustments of $82 in Europe for lower than expected costs to settle obligations related to previous actions.
(b)	Special items in 2004 include net adjustments to reorganization costs of $2,896 (credit of $2,234 in North America and $978 in Europe, associated with facility consolidations.
(c)	Non-GAAP operating margin is calculated by dividing non-GAAP operating income by net sales.

Page 7