Ingram Micro (IM)

Item 1.01 Entry into a Material Definitive Agreement.

      On July 21, 2006, we entered into an amendment to our July 29, 2004 receivables facility with General Electric Capital Corporation (“GECC”) (the “second amendment”). The second amendment (1) extends the final maturity date from March 31, 2008 to July 30, 2010, (2) increases the maximum amount of the advances available under the facility from $600 million to $650 million, (3) makes changes to certain negative and other covenants to which we are subject, including removal and waiver of a previous covenant performance requirement, and (4) reduces certain recurring and non-recurring fees payable by us to GECC under the facility.

      The description of the provisions of the second amendment set forth above is qualified in its entirety by reference to the full and complete terms contained in the second amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.02 Results of Operations and Financial Condition.

     On July 25, 2006, we issued a press release announcing our financial results for the period ended July 1, 2006 and our outlook for the third quarter ending September 30, 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 by reference into this Item 2.02 of this Form 8-K. 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 our public disclosure in the United States or otherwise.

     Our disclosure of financial results for the thirteen and twenty-six weeks ended July 2, 2005 and July 1, 2006, respectively, contained herein are prepared in accordance with generally accepted accounting principles (“GAAP”) and for comparative purposes, is 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 primarily 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 $10.5 million and $16.3 million for the thirteen and twenty-six weeks ended July 2, 2005, respectively, included 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 $3.5 million and $7.5 million for the thirteen and twenty-six weeks ended July 2, 2005, respectively, included 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 included costs charged to selling, general and administrative expenses, primarily

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consisting of consulting, retention, relocation and other direct integration expenses, as well as incremental depreciation of fixed assets resulting from the reduction in useful lives to coincide with the facility closures associated with the integration.



• Reversal of income tax accruals. A benefit of $2.2 million associated with the favorable resolution of previously accrued income taxes related to the gains realized on the sale of securities was recognized during the second quarter of 2005.

     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 GAAP.

     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 and Non-GAAP Operating Income (in Dollars and as a Percentage of Net Sales). GAAP operating expenses and operating income for the thirteen and twenty-six weeks ended July 2, 2005 were impacted by the costs associated with our outsourcing and optimization plan in North America and costs associated with the integration of our Tech Pacific acquisition with Ingram Micro. Management views these actions as discrete programs designed to improve processes, utilize resources more efficiently, effectively integrate an acquired business, 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. The economic substance behind our decision to use these non-GAAP operating expense and operating income measures is that the costs incurred on these programs were incremental to operations in the normal course of business, were incurred over a relatively short program period (generally less than 18 months) and are not

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expected to recur now that the programs are completed. Therefore, their inclusion may distort historical trends. Additionally, amounts could 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 and 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 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 and operating income is that they do not reflect all period costs included in operating expenses and 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 expenses and operating income determined under GAAP as well as on a non-GAAP basis.

     Non-GAAP Net Income and Non-GAAP Earnings Per Share. GAAP net income and earnings per share for the thirteen and twenty-six weeks ended July 2, 2005 were impacted by all of the items impacting the non-GAAP measures discussed above, as well as a benefit associated with the favorable resolution of previously accrued income taxes related to the gains realized on the sale of such securities. 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 net income and earnings per share measures, which exclude the estimated after-tax impact of the outsourcing and optimization plan in North America, the integration of Tech Pacific and the one-time tax benefit associated with the reversal of certain tax accruals, is that the costs and tax impact related to these programs and actions were incremental to operations in the normal course of business, related costs were incurred over a relatively short program period (generally less than 18 months), the related costs are not expected to recur now that the programs are completed. Therefore, their inclusion may distort historical trends. Additionally, amounts could vary significantly from period to period based on the timing of specific actions under these programs. As a result, 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 items in its previously announced earnings outlooks. Management uses the non-GAAP net income and earnings per share measures along with the related GAAP measures to conduct and measure its business

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against internally developed objectives and evaluate the performance of its consolidated operations. Management believes these non-GAAP measures are 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 these non-GAAP measures as compared to the GAAP measures of net income and earnings per share is that it does not reflect all costs included in net income and earnings per share associated with these items and as such may not be comparable to other companies with similar items who present related costs differently. To compensate for these limitations, management believes that it is appropriate to consider net income and earnings per share determined under GAAP as well as on a non-GAAP basis.

Item 1.01 Entry into a Material Definitive Agreement.

      On July 29, 2004, we entered into a revolving accounts receivable-based financing agreement in the U.S., which provides for up to $500 million in borrowing capacity secured by substantially all U.S.-based receivables, with General Electric Capital Corporation (the “Lender”). On March 22, 2006, we amended such agreement (the “Amendment”) as follows: (1) the definitions of “Consolidated EBITDA” and “Non-Recurring Restructuring Charges” were conformed to the definitions contained in our Credit Agreement (as defined below), resulting in the modification of a financial covenant, (2) the amount of the Lender’s commitment that we are entitled to request was increased for a specified period, and (3) pricing terms were reduced.

      The description of the provisions of the Amendment set forth above is qualified in its entirety by reference to the full and complete terms contained in the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

      The description of the provisions of our $175,000,000 credit agreement (the “Credit Agreement”) with The Bank of Nova Scotia, as administrative agent, ABN AMRO Bank N.V., as syndication agent, and the lenders party thereto, is qualified in its entirety by reference to the full and complete terms contained in the Credit Agreement, which is filed as Exhibit 10.1 to the Form 8-K filed on August 2, 2005 and incorporated into this Item 1.01 by reference.

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Item 1.01 Entry into a Material Definitive Agreement.

     On August 14, 2003, we entered into a three-year European revolving trade accounts receivable financing facility for Euro 230 million or approximately $273 million as of the fiscal year ended December 31, 2005 (the “European Program”) with a financial institution that has an arrangement with an affiliated issuer of third-party commercial paper, which commercial paper program is in turn backstopped by a liquidity facility. The providers of this commercial paper backstop liquidity facility have extended their commitments thereunder through January 13, 2009; accordingly, the availability of financing under the European Program has been extended through such date.

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Item 1.01 Entry into a Material Definitive Agreement.

     On July 29, 2005, Ingram Micro Inc. (“Ingram Micro”) and its subsidiaries Ingram Micro Coordination Center B.V.B.A. and Ingram Micro Europe Treasury LLC entered into a credit agreement (the “Credit Agreement”) with The Bank of Nova Scotia, as administrative agent, ABN AMRO Bank N.V., as syndication agent, and the lenders party thereto. The Credit Agreement provides for a three-year $175,000,000 revolving senior unsecured credit facility. The credit facility replaces Ingram Micro’s previous $150 million revolving senior unsecured credit facility, which was scheduled to mature in December 2005.

     The interest rate on the new revolving senior unsecured credit facility is based on LIBOR, plus a predetermined margin that is based on Ingram Micro’s debt ratings and leverage ratio. The Credit Agreement contains certain negative covenants, including restrictions on funded debt and interest coverage. The Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. The new credit facility can also be used to support letters of credit.

     The description of the provisions of the Credit Agreement set forth above is qualified in its entirety by reference to the full and complete terms contained in the Credit Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated into this Item 1.01 by reference.

Item 1.01. Entry into a Material Definitive Agreement.

A. Adoption of the June 2005-2006 Long-Term Executive Cash Incentive Award Program

On May 31, 2005 the Human Resources Committee of the Board of Directors adopted the Ingram Micro Inc. June 2005-2006 Long-Term Executive Cash Incentive Award Program (the “June 2005-2006 LTIP Program”), effective as of June 1, 2005, pursuant to the Ingram Micro Inc. Executive Incentive Plan. Payments under the June 2005-2006 LTIP Program will be based on the Company’s performance relative to pre-established objective performance measures over a period ending December 30, 2006. Minimum performance standards were established below which no payments will be made. The Human Resources Committee also established the eligibility criteria for executive officers and other key management personnel who are designated to participate in the June 2005-2006 LTIP Program.

B. Amendment to Non-Executive Chairman Employment Agreement

As previously disclosed in the Company’s Form 8-K dated April 7, 2005 (the “April 7^th Form 8-K”), effective June 1, 2005, Kent B. Foster has retired as chief executive officer and is continuing service to the Company as the non-executive chairman of the board of directors. The Company has entered into a new employment agreement (the “Agreement”) with Mr. Foster to compensate him in his capacity as the non-executive chairman for a period of two years from June 1, 2005, the terms of which are substantially as disclosed in the April 7^th Form 8-K except as otherwise herein described. A copy of the Agreement is also filed as Exhibit 99.1 to this Form 8-K and is herein incorporated by reference.

Under the Agreement, all stock options previously awarded to Mr. Foster will continue to vest according to their original terms during the time he continues to serve on the Board of Directors, and be exercisable until the earlier of: (i) the expiration date of such options or (ii) the fifth anniversary of the date Mr. Foster ceases to perform services for the Company. Mr. Foster is also eligible to receive payments, if and when paid to other participants, as if he were a participant, under the June 2005-2006 LTIP, whether or not Mr. Foster completes his term as non-executive chairman under the Agreement.

Mr. Foster will also receive a $6 million cash retention bonus at the end of the two year term of the Agreement if he remains as the non-executive chairman throughout the term. If the Company chooses to terminate such Agreement prior to the end of the term other than for cause, Mr. Foster will be entitled to receive in cash: (i) the full amount of the retention bonus, (ii) all accrued and unpaid director’s compensation and annual chairman’s fee to which he is entitled and (iii) all remaining amount of such annual chairman’s fee to which he would have been

entitled if he had served through the term of the Agreement. If the Company terminates the Agreement for cause, Mr. Foster will be entitled to receive in cash all accrued and unpaid director’s compensation and annual chairman’s fee. If Mr. Foster voluntarily retires before the end of the term and ceases to be the non-executive chairman, he will receive: (i) all accrued and unpaid director’s compensation and annual chairman’s fees and (ii) a pro-rated portion of the retention bonus. If Mr. Foster dies or becomes disabled before the end of the term, he will receive: (i) all accrued and unpaid director’s compensation and annual chairman’s fee and (ii) the full amount of the retention bonus.

Item 1.01. Entry into a Material Definitive Agreement

A. New CEO Compensation

     As disclosed by Ingram Micro Inc. (the “Company”) in its press release on April 6, 2005 and on a Form 8-K dated the same, Gregory M. E. Spierkel has been promoted to chief executive officer, effective June 1, 2005. Mr. Spierkel’s compensation package includes an annual base salary of $700,000, with a target bonus of 90% of his annual base salary, participation in the Company’s long-term incentive programs, the terms of which are described in Exhibit 10.20 (Ingram Micro Inc. Executive Incentive Plan) in the Company’s Form 10-K for the fiscal year ended January 1, 2005 and herein incorporated by reference to this Form 8-K (the “Plan”), and other benefits generally available to other associates of the Company. Mr. Spierkel is a participant in the Company’s 2005, 2004, 2003 and 2002 Long-Term Executive Cash Incentive Award Programs under the Plan. Payments under these Programs will be based on the Company’s achievement against pre-established objective performance measures over a three-year period. Minimum performance standards have been established below which no payments will be made. These Programs are hereinafter referred to in this Form 8-K as the “2005 LTIP”, “2004 LTIP”, “2003 LTIP”, and “2002 LTIP”, respectively.

B. New President and COO Compensation

     As disclosed in the Company’s press release on April 6, 2005 and on a Form 8-K dated the same, Kevin M. Murai has been promoted to president and chief operating officer, effective June 1, 2005. Mr. Murai’s compensation package includes an annual base salary of $600,000, with a target bonus of 85% of his annual base salary, participation in the Plan, and other benefits generally available to other associates of the Company. Mr. Murai is a participant in the 2005 LTIP, 2004 LTIP, 2003 LTIP and 2002 LTIP under the Plan.

C. CFO Retirement and Extension of Exercise Period of Option Term

     As previously disclosed by the Company in its press release on October 13, 2004 and on a Form 8-K dated the same, Thomas A. Madden, executive vice president and chief financial officer, has accepted a teaching position at the University of California, Irvine's Graduate School of Management. Mr. Madden has taken early retirement from the Company as of April 1, 2005. In connection with Mr. Madden’s retirement, the Human Resources Committee of the Board of Directors extended the exercise period of 205,224 options previously granted to Mr. Madden and which are vested and outstanding as of April 1, 2005 from 60 days (for non-qualified options) and 90 days (for incentive stock options) to a six-month period, ending September 30, 2005.

D. New CFO Compensation

     As previously disclosed by the Company in its press release on October 13, 2004 and on a Form 8-K dated the same, William D. Humes has been promoted to Executive Vice President and Chief Financial Officer, effective April 1, 2005. On April 1, 2005 (the “Grant Date”), Mr. Humes was granted options pursuant to the Company’s 2003 Equity Incentive Plan to purchase 8,775 shares of the Company’s common stock, at a price per share equal to the closing price of the Company’s common stock on the New York Stock Exchange on the Grant Date ($16.80 per share). These options vest one-third each year starting with the first anniversary of the Grant Date, and shall expire on the tenth anniversary of the Grant Date. Mr. Humes’ compensation package includes an annual base salary of $385,000, with a target bonus of 65% of his annual base salary, participation in the Plan, and other benefits generally available to other associates of the Company. Mr. Humes is a participant in the 2005 LTIP, 2004 LTIP, 2003 LTIP and 2002 LTIP under the Plan.

E. New Non-Executive Chairman Compensation

     As disclosed in the Company’s press release on April 6, 2005 and Form 8-K dated the same, Kent B. Foster has decided to retire as the Company’s chief executive officer and will become the non-executive chairman of the board of directors, effective June 1, 2005. The Board of Directors of the Company has approved that effective June 1, 2005 the Company mutually terminate with Mr. Foster his Employment Agreement with the Company, dated March 6, 2000 (herein incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2000), with no further compensation or rights accruing or due to Mr. Foster under said agreement as a result of the termination. In addition, the Board of Directors has approved and has directed the Company to prepare a new agreement (the “Agreement”) to be entered into with Mr. Foster to compensate him in his new capacity as the non-executive chairman for a period of two years from June 1, 2005. The Board will have the right to terminate the Agreement at any time during such two-year period.

     All stock options previously awarded to Mr. Foster will continue to vest according to their original terms during the time he serves as the non-executive chairman, and all unvested options will vest immediately when he retires from the Board of Directors. Mr. Foster’s 2005 annual incentive bonus, if any, will be paid on a pro-rata basis through June 1, 2005, at the time all other annual incentive bonuses for 2005, if any, are paid to executives.

     Mr. Foster’s interest in all existing long-term executive cash incentive programs (2005 LTIP, 2004 LTIP, 2003 LTIP and 2002 LTIP), the terms of which are described in the Plan, will continue to accrue irrespective of whether Mr. Foster completes his term as non-executive chairman of the Company and will be paid to Mr. Foster at the same time as payments are made (if they are made) to other participants.

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     Mr. Foster will receive a $6 million cash retention bonus at the end of the two year term of the new Agreement if he remains as the non-executive chairman throughout the term. If the Board of Directors chooses to terminate the Agreement prior to the end of the term other than for cause, Mr. Foster will be entitled to receive a pro rata share of any bonus to which he is entitled. If Mr. Foster voluntarily retires before the end of the term and ceases to be the non-executive chairman, he will not receive any bonus payments. If Mr. Foster dies or becomes disabled before the end of the term, he will be entitled to receive a pro rata share of the bonus.

     Mr. Foster will also receive an annual non-executive chairman’s fee equal to $650,000 payable in cash and equity-based compensation, plus the standard Board of Director’s compensation package comprised of an annual award of cash and equity-based compensation, with an estimated value of approximately $167,000. Standard form agreements relating to such director compensation, including for such deferral election, have been included as Exhibits 10.27 through 10.32 in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005, and are herein incorporated by reference.