-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V2di1eFTQj+KML+gsysQMuNszRVIUL19C62gcB2vy7P1EjblFcGLu5wbZVqPkL4z x5gh6s2t2uxmw6SrKyTCWg== 0000950103-07-001705.txt : 20070702 0000950103-07-001705.hdr.sgml : 20070702 20070702091733 ACCESSION NUMBER: 0000950103-07-001705 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070702 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INGRAM MICRO INC CENTRAL INDEX KEY: 0001018003 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 621644402 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12203 FILM NUMBER: 07953093 BUSINESS ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 BUSINESS PHONE: 7145661000 MAIL ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 8-K 1 dp06165e_8k.htm
 


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):
July 2, 2007

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):

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

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

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
Item 7.01
Regulation FD Disclosure

On July 2, 2007, Ingram Micro Inc. (the “Company”) issued a press release stating that it is recording a charge of $15 million in its second quarter ended June 30, 2007, to reserve for estimated losses associated with a previously disclosed inquiry by the United States Securities and Exchange Commission (SEC) regarding certain transactions with McAfee, Inc. (formerly Network Associates Inc.) during 1998 through 2000.

As a result of this charge, the Company is adjusting its net income guidance for the second quarter ended June 30, 2007. Net income including this charge is now expected to range from $50 million to $56 million, or $0.29 to $0.32 per diluted share.  Second quarter revenue guidance is not affected by this charge. A copy of the press release is attached hereto as Exhibit 99.1, the text of which is incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits
                         
Exhibit No.      Description
 
99.1
Press Release dated July 2, 2007
 
 
2


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:  July 2, 2007
   
                     
 
3
 


EX-99.1 2 dp06165e_ex9901.htm
Exhibit 99.1
 
 
For More Information Contact:

Media
Investors
Ingram Micro Inc.
Ingram Micro Inc.
Jim Trainor (714) 382-2378
Ria Marie Carlson (714) 382-4400
jim.trainor@ingrammicro.com
ria.carlson@ingrammicro.com
   
Rekha Parthasarathy (714) 382-1319
 
rekha@ingrammicro.com
 

 
INGRAM MICRO RESERVES $15 MILLION
RELATED TO SEC INQUIRY

SANTA ANA, Calif., July 2, 2007 – Ingram Micro Inc. (NYSE: IM), the world’s largest technology distributor, is recording a charge of $15 million in its second quarter ended June 30, 2007, to reserve for estimated losses associated with a previously disclosed inquiry by the United States Securities and Exchange Commission (SEC) regarding certain transactions with McAfee, Inc. (formerly Network Associates Inc.) during 1998 through 2000.
 
On May 21, 2007, Ingram Micro disclosed that it received a “Wells Notice” from the SEC, which indicated that the commission’s staff intends to recommend an administrative proceeding.  The staff contends that the company failed to maintain adequate books and records relating to certain of its transactions with McAfee, and was a cause of McAfee’s own securities-laws violations relating to the filing of reports and maintenance of books and records.  Based on ongoing discussions with the SEC staff concerning the issues raised in the Wells Notice, the company has determined that it should record a reserve of $15 million – approximately $9 million net of taxes or $0.05 per diluted share – based upon the company’s current estimate of loss it expects to incur associated with a final resolution of this matter.  No resolution with the SEC has been reached at this point, however, and there can be no assurance that such discussions will result in a resolution of these issues.  When the matter is resolved, the final disposition may exceed the current amount estimated and reserved.  It is not possible to accurately predict the timing of a resolution and final disposition at this time.
 
The company has responded to the Wells Notice and continues to cooperate fully with the SEC in its inquiry, which was first disclosed during the third quarter of 2004.  On January 4, 2006, McAfee and the SEC made public the terms of a settlement they had reached.
 
As a result of this charge, the company is adjusting its net income guidance for the second quarter ended June 30, 2007.  Net income including this charge is now expected to range from $50 million to $56 million, or $0.29 to $0.32 per diluted share.  Second-quarter revenue guidance is not affected by this charge.
 
 
 
 

 
 
Page 2 - Ingram Micro reserves $15 million related to SEC inquiry
 
 
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 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 or disruptions due to changes to our information systems or subversion of access or other system controls may result in a significant loss of business, assets, or competitive information and may adversely impact our results of operations; (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 or assessments by Brazilian taxing authorities; (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 Item 1A Risk Factors of Ingram Micro's Annual Report on Form 10-K for the year ended December 30, 2006; 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,
 
-more-
 
 
 
 

 
 
Page 3 - Ingram Micro reserves $15 million related to SEC inquiry
 
 
technical support, financial services, and product aggregation and distribution.  The company serves more than 150 countries and is the only global broadline IT distributor with operations in Asia.  Visit www.ingrammicro.com.

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Ó 2007 Ingram Micro Inc.  All rights reserved.  Ingram Micro and the registered Ingram Micro logo are trademarks used under license by Ingram Micro Inc.
 


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