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10-K 1 a18404e10vk.htm FORM 10-K e10vk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2005

Commission File Number: 1-12203

Ingram Micro Inc.

(Exact name of Registrant as specified in its charter)


DELAWARE		62-1644402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1600 E. ST. ANDREW PLACE, SANTA ANA, CALIFORNIA 92705

(Address, including zip code, of principal executive offices)

(714) 566-1000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class:		Name of Each Exchange on Which Registered:

Class A Common Stock,		New York Stock Exchange
Par Value $.01 Per Share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark if registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer o Non-accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, at July 2, 2005, was $2,397,666,841 based on the closing sale price on such date of $15.59 per share.

The registrant had 164,134,345 shares of Class A Common Stock, par value $0.01 per share, outstanding at February 24, 2006.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the registrant’s Annual Meeting of Shareowners to be held May 31, 2006 are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS


PART I			1
	ITEM 1. BUSINESS		1
		Introduction	1
		History	1
		Industry	1
		Company Strengths	2
		Customers	4
		Sales and Marketing	5
		Products	5
		Services	6
		Suppliers	6
		Competition	6
		Asset Management	7
		Trademarks and Service Marks	8
		Employees	8
		Available Information	8
	EXECUTIVE OFFICERS OF THE COMPANY		9
	ITEM 1A. RISK FACTORS		11
	ITEM 1B. UNRESOLVED STAFF COMMENTS		17
	ITEM 2. PROPERTIES		17
	ITEM 3. LEGAL PROCEEDINGS		17
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		18
PART II			18
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		18
	ITEM 6. SELECTED FINANCIAL DATA		20
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		40
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		40
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		74
	ITEM 9A. CONTROLS AND PROCEDURES		74
	ITEM 9B. OTHER INFORMATION		75
PART III			75
PART IV			75
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		75
		(a) 1. Financial Statements	75
		(a) 2. Financial Statement Schedules	75
		(a) 3. List of Exhibits	75
		SIGNATURES	79
		CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
		CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 302)
		CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 302)
		CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER (SOX 906)
		CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER (SOX 906)
EXHIBIT 10.6
EXHIBIT 10.9
EXHIBIT 10.10
EXHIBIT 10.39
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I


ITEM 1.	*BUSINESS*

The following discussion includes forward-looking statements, including but not limited to, management’s expectations of competition; revenues, margin, expenses and other operating results or ratios; operating efficiencies; cost synergies; economic conditions; cost savings; capital expenditures; liquidity; capital requirements; acquisitions and integration costs; operating models; exchange rate fluctuations and rates of return. In evaluating our business, readers should carefully consider the important factors discussed under “Risk Factors.” We disclaim any duty to update any forward-looking statements.

Introduction

Ingram Micro, a Fortune 100 company, is the largest global information technology (“IT”) wholesale distributor, providing sales, marketing, and logistics services for the IT industry worldwide. Ingram Micro provides a vital link in the IT supply chain by generating demand and developing markets for our technology partners. We create value in the IT market by extending the reach of our technology partners, capturing market share for resellers and suppliers, creating innovative solutions comprised of both products and services, offering credit facilities, and providing efficient fulfillment of IT products and services. With a broad range of products and an array of services, we create operating efficiencies for our partners around the world.

History

We began business in 1979, operating as Micro D Inc., a California corporation. Through a series of acquisitions, mergers and organic growth over the past twenty years, Ingram Micro’s global footprint has been expanded and strengthened in North America, Europe, Asia-Pacific, and Latin America. Our most recent expansion activities include: the July 2005 purchase of certain assets of AVAD, the leading distributor for solution providers and custom installers serving the home automation and entertainment market in the United States; the November 2004 acquisition of all of the outstanding shares of Techpac Holdings Limited (“Tech Pacific”), one of Asia-Pacific’s largest technology distributors; and the July 2004 acquisition of certain assets of U.S.-based Nimax Inc. (“Nimax”), providing immediate entry into the value-added distribution of automatic identification and data capture (“AIDC”) and point of sale (“POS”) solutions.

Industry

The worldwide IT products and services distribution industry generally consists of two types of business: traditional distribution business and the emerging fee-based supply chain services business. Within the traditional distribution model, the distributor buys, holds title to, and sells products and/or services to resellers who, in turn, typically sell directly to end-users, or other resellers. Hardware manufacturers and software publishers, which we collectively call suppliers or vendors, sell directly to distributors, resellers and end-users. While some vendors have elected to pursue direct sales strategies for particular customer and product segments, we believe that suppliers continue to embrace traditional distributors that have a global presence and are able to deliver products to market in an efficient manner. The large number of resellers worldwide makes it cost effective for suppliers to rely on IT distribution channels to serve this diverse customer base. Resellers in the traditional distribution model depend on distributors for a number of services, including product availability, marketing, credit, technical support, and inventory management, which includes direct shipment to end-users and, in some cases, allows end-users to directly access distributors’ inventory data. These services allow resellers to reduce their inventory, staffing levels, and backroom requirements, thereby streamlining their financial investment and reducing their costs. End-users are increasingly looking for broad IT solutions incorporating multiple hardware and software products as well as consulting and implementation services. As resellers adjust their business models from selling products to selling solutions, they rely on distributors to help them combine products with services to complete the solutions they offer to their customers. Those distributors that work with resellers to offer enhanced value-added solutions and services customized to the needs of their specific customer base are better able to succeed in this environment.

Fee-based supply chain services encompass the materials management functions of the supply chain, taking a product from the point of concept through delivery to the customer. As demand for supply chain services grows, distributors will seek new opportunities to provide such services within and outside of the IT sector to complement their traditional distribution business. Vendors choosing to sell direct can present opportunities for distribution. As such, distributors can offer logistics, fulfillment, and marketing services, as well as provide third-party products to suppliers in a fee-based supply chain services model. Other suppliers are pursuing strategies to outsource functions such as logistics, order management, and technical support to supply chain partners as they look to minimize costs and investments in distribution center assets and focus on their core competencies in manufacturing, product development, and/or marketing. Suppliers also outsource these functions to enhance their responsiveness in the supply chain, reduce their inventory carrying costs, and better respond to customer demand. Resellers provide opportunities, as well. Retailers and Internet resellers are seeking fulfillment services, inventory management, reverse logistics, and other supply chain services that do not necessarily require a traditional distribution model. In summary, distributors continue to evolve their business models to meet customers’ needs (both suppliers and resellers) through provision of fee-for-services programs while maintaining an efficient and low-cost means of delivery for technology hardware, software, and services.

Company Strengths

We believe that the current IT industry environment generally favors large, financially sound distributors that have large product portfolios, economies of scale, strong business partner relationships and wide geographic reach. We believe that the following strengths enable us to further enhance our leadership position in the IT distribution industry and generate sustainable, profitable growth.


	•	*Global Market Reach.* We are the largest IT distributor in the world, by net sales, and believe that we are the market share leader, by net sales, in North America, Asia-Pacific, and Latin America and a strong number two in Europe. Ingram Micro is the only global full-line distributor with operations in the Asia-Pacific region. Our broad global footprint enables us to serve our resellers and suppliers with our extensive sales and distribution network while mitigating the risks inherent in individual markets.


	We have local sales offices and/or Ingram Micro sales representatives in 34 countries, and sell our products and services to resellers in more than 140 countries. We have local sales offices and/or Ingram Micro sales representatives in North America (United States and Canada), Europe (Austria, Belgium, Denmark, Finland, France, Germany, Hungary, Italy, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and United Kingdom), Asia-Pacific (Australia, Bangladesh, the People’s Republic of China including Hong Kong, India, Indonesia, Malaysia, New Zealand, Pakistan, Philippines, Singapore, Sri Lanka, and Thailand), and Latin America (Argentina, Brazil, Chile, Mexico, and Peru). We have sales agents, parties who act on our behalf, or primary supplier relationships with independent third parties in Costa Rica, Dominican Republic, Ecuador, Guatemala, and Trinidad/ Tobago. Additionally, we serve markets where we do not have an in-country presence through our various sales offices, including our general telesales operations in various geographies.

	As of December 31, 2005, we had 89 distribution centers worldwide. We offer our more than 1,300 suppliers access to a global customer base of over 160,000 resellers of various categories including value-added resellers (“VARs”), corporate resellers, direct marketers, retailers, Internet-based resellers, and government and education resellers.

	For a discussion of our geographic reporting segments, see “Item 8. Financial Statements and Supplemental Data.” For a discussion of foreign exchange risks relating to our international operations, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”


	•	*Business Diversification*.


	•	*Products.* In addition to our extensive market reach, our broad base of products allows us to better serve our customers as well as mitigate risk. Based on publicly available information, we believe we offer the largest breadth of products in the IT industry. We continuously focus on refreshing our

business with new, high-potential products and services. Our recent entry into several adjacent product segments demonstrates this commitment. Our acquisition of certain assets of Nimax in 2004 established a foothold in the growing AIDC/ POS solutions market. During 2005, we acquired certain assets of AVAD, which is the leading distributor for solution providers and custom installers serving the home automation and entertainment market in the United States. The custom installer market represents one of the fastest growing and most profitable segments of consumer electronics (“CE”). To complement this effort, we are pursuing new relationships with CE manufacturers to bring new lines of converging technologies to solution providers, direct marketers, e-tailers, and retailers on a global basis. Recognizing the heightened demand for real-time, broadly available communications for consumers and businesses, we continue to focus on expansion of our global reach in the mobile convergence market.


	•	*Services.* In addition to a broad range of products we offer through our traditional distribution model, we provide supply chain solutions tailored to accommodate the needs of both product manufacturers as well as online and traditional retail businesses who are focused on increasing supply chain efficiencies, lowering overhead costs, and maximizing profits. We help our supply chain clients deliver products to key customers and new markets on a fee-for-service basis, leveraging over 20 years of experience in our core distribution activities. Services vary depending on customer requirements and can include end-to-end order management and fulfillment, warehousing and storage, reverse logistics, transportation management, and customer care.

	•	*Customers.* Our focus on diversification extends to the wide-ranging customers we serve. In each of our regions we sell to a diverse group of customer segments. We try to limit exposure to the impact of business fluctuations by maintaining a balance in the customer types we serve. This diversification strategy has been enhanced with our additional focus on AIDC/ POS, CE, and mobility products, which offer new customer segments for our products. We target market segments that provide growth opportunities for existing customers and vendors. The small-to-medium sized business (“SMB”) customer segment is generally one of the largest segments of the IT market in terms of revenue, and typically provides higher gross margins for distributors. SMB customers tend to upgrade or add systems often and employ VARs and other service providers for technology solutions in lieu of using an in-house IT staff. The needs of SMB resellers in serving the highly fragmented SMB end-user market are well addressed by our distribution model. Our programs and services are geared to add value to VARs in a number of ways. We serve VARs with a complete “go-to-market” approach to a VAR’s business, including sales, marketing and technical support, with special focus on the integration of field engineers, training, solutions development, as well as expanding their end-user reach. We also continue to develop solutions and services for our broad base of government and education resellers.


	•	*Strong Working Capital Management and Financial Position.* We have consistently demonstrated strong working capital management in both positive and difficult economic conditions. In particular, we have maintained a strong focus on optimizing our investment in inventory, while preserving customer fill rates and service levels. We significantly reduced our inventory days on hand, and have maintained a stable range for five years as a result of our focused and sustainable initiatives towards minimizing excess and obsolete goods while improving buying patterns on our product flow. Furthermore, we continue to manage our accounts receivable generally through collections, credit limit setting, customer terms and process efficiencies to minimize our working capital requirements. Our business process improvement programs have also resulted in improving profitability and higher returns on invested capital, while providing us with a solid foundation for growth. Based on the strength of our consolidated balance sheet and improving profit trends, we also believe that we are well positioned to support our growth initiatives in our core business and invest in incremental profitable growth opportunities. Finally, we believe our solid financial position provides us with a competitive advantage as a reliable, long-term business partner for our supplier and reseller partners.

	•	*Competitive Differentiation through Superior Execution.* We are committed to enhancing customer loyalty and share of business by continually strengthening our value proposition. Through our

understanding and fulfillment of the needs of our reseller and supplier partners, we provide our customers with the supply chain tools they require to increase the efficiency of their operations, enabling them to minimize inventory levels, improve customer delivery, and enhance profitability. We provide business information to our customers, suppliers, and end-users by leveraging our information systems. We give resellers, and in some cases their customers, real-time access to our product inventory data. By providing improved visibility to all participants in the supply chain, we allow inventory levels throughout the channel to more closely reflect end-user demand. This information flow enables our superior execution and our ability to provide favorable order fill rates to our customers around the world while optimizing our investment in working capital.

Our commitment to outperform our peers in all geographies through superior execution and a customer-centric focus has been widely recognized throughout the IT industry, as evidenced by a number of awards received by Ingram Micro during 2005. In the United States, we were named the Best Performing Distributor in Performance, Logistics and Products by Computer Reseller News’ most recent “Sourcing Study — Top 50 Preferred Sources.” Trade magazines in other regions have also awarded many of our regional operations with a variety of honors. For example, Ingram Micro Germany was named in the top ten of “Germany’s Best Employers” within the 501-5000 associates segment by Capital magazine and won seven of eight categories in the “Channel Champion Study,” by Computer Partner. Computer Reseller News Brazil recognized our Brazilian operation as Preferred Distributor in twenty-eight categories. Our vendors have recognized our efforts, as well. For example, for the third year in a row, IBM’s Personal Computing Division recognized Ingram Micro for being its top distribution partner for the Americas and for achieving the leading market share position in the United States at the annual IBM Partnerworld conference in March 2005. Concurrently, Tech Pacific Ltd., acquired by Ingram Micro in November 2004, was recognized with an IBM Beacon award for the company’s success in delivering the right IBM products, solutions and services to the Asia-Pacific marketplace and keeping customer satisfaction and value high.


	•	*Continuous Focus on Optimizing Productivity.* We are constantly seeking ways to improve our operations by enhancing our capabilities while reducing costs to provide an efficient flow of products and services. For example, during 2005, we launched an outsourcing and optimization plan to significantly improve operating efficiencies and realign and consolidate select business operations in North America. A key component of the plan is an outsourcing arrangement to create a more variable cost structure by outsourcing transaction-oriented service and support functions to lower-cost geographies outside North America and realigning and consolidating key customer-facing teams for a closer working relationship within Ingram Micro’s North America locations.

We leverage our IT systems and warehouse locations to support custom shipment requirements, and by optimizing delivery methodologies, we deliver faster, while reducing shipping costs. We remain focused on ensuring that our catalog includes the products most desired by our customers, optimizing inventory management, realizing higher margin opportunities, and developing merchandising and pricing strategies that produce enhanced business results. We continue to drive productivity gains through employing the Six Sigma methodology globally.

Customers

Our reseller customers are distinguished by the end-user market they serve, such as large corporate accounts, mid-market, SMBs, or home users, and by the level of value they add to the basic products they sell. They include VARs, corporate resellers, systems integrators, direct marketers, Internet-based resellers, independent dealers, reseller purchasing associations, PC assemblers, and CE retailers. Many of our reseller customers are heavily dependent on distribution partners with the necessary systems, capital, inventory availability, and distribution facilities in place to provide fulfillment and other services.

We conduct business with most of the leading resellers of IT products and services around the world. Our recent entry into the AIDC/ POS market and expansion in the CE market have generated opportunities to expand sales in our current customer reseller base, as well as add new reseller customers. In most cases, we

have resale contracts with our reseller customers that are terminable at will after a reasonable notice period with no minimum purchase requirements. We also have specific agreements in place with certain manufacturers and resellers to provide supply chain management services such as order management, logistics management, configuration management, and procurement management services. In cases where we do have contracts, either party without cause can terminate them on reasonable notice. The service offerings we provide to our customers are discussed further below under “Services.” Our business is not substantially dependent on any of these distribution or supply chain services contracts.

Sales and Marketing

We employ sales representatives worldwide who assist resellers with product and solution specifications, system configuration, new product/service introductions, pricing, and availability.

Our product management and marketing groups also promote our sales growth, create demand for our suppliers’ products and services, enable the launch of new products, and facilitate customer contact. For example, our marketing programs are tailored to meet specific supplier and reseller customer needs. These needs are met through a wide offering of services by our in-house marketing organizations, including advertising, direct mail campaigns, market research, on-line marketing, retail programs, sales promotions, training, solutions marketing, and assistance with trade shows and other events.

Products

We distribute and market hundreds of thousands of IT products worldwide from the industry’s premier computer hardware suppliers, networking equipment suppliers, and software publishers worldwide. Product assortments vary by market, and the suppliers’ relative contribution to our sales also varies from country to country. On a worldwide basis, our revenue mix by product category has remained relatively stable over the past several years, although it may fluctuate between and within different operating regions. Over the past several years, our product category revenues on a consolidated basis have generally been within the following ranges:


	•	*Networking:* 10-15%

	•	*Software:* 15-20%

	•	*Systems:* 24-29%

	•	*Peripherals and Other:* 40-45%

Networking. Our networking category includes networking hardware, communication products and network security. Networking hardware includes switches, hubs, routers, wireless local area networks, wireless wide area networks, network interface cards, cellular data cards, network-attached storage and storage area networks. Communication products incorporate Voice Over Internet Protocol communications, modems, phone systems and video/audio conferencing. Network security hardware includes firewalls, Virtual Private Networks, intrusion detection, and authentication devices and appliances.

Software. We define our software category as a broad variety of applications containing computer instructions or data that can be stored electronically. We offer a variety of software products, such as business application software, operating system software, entertainment software, middleware, developer software tools, security software (firewalls, intrusion detection, and encryption) and storage software.

Systems. We define our systems category as self-standing computer systems capable of functioning independently. We offer a variety of systems, such as servers, desktops, portable personal computers, tablet personal computers, and personal digital assistants.

Peripherals and Others. We offer a variety of peripherals products, including printers, scanners, displays, projectors, monitors, panels, mass storage, and tape. We also include other products and services in this category, including components (processors, motherboards, hard drives, and memory), supplies and accessories (ink and toner supplies, paper, carrying cases, and anti-glare screens), CE products (cell phones,

digital cameras, digital video disc players, game consoles, and televisions), and services (such as installation services, professional services, service provider and carrier services, warranties and support, configuration and assembly, packaged services, and mobile communication services).

Services

We offer fee-based supply chain services to suppliers and customers desiring to outsource specific supply chain functions through our Ingram Micro Logistics division in North America and existing business units in other regions. We collect membership and usage fees from members of our North American-based VentureTech Network (a group of 500 SMB-focused resellers) and Ingram Micro Services Network (a professional and technical services platform for 725 VARs). Other services from which we generate revenues include marketing services, market research, and business intelligence services, among others.

Although services represent one of the initiatives of our long-term strategy, they have contributed less than 10% of our revenues in the past and may not reach that level in the near term.

Suppliers

Our worldwide suppliers include leading computer hardware suppliers, networking equipment suppliers, and software publishers such as Acer; Adobe; Advanced Micro Devices Inc.; Canon USA, Inc.; Computer Associates; Epson; Hewlett-Packard; IBM; InFocus; Intel; Juniper Networks; Kingston Technology; Lenovo; Lexmark; Maxtor; Microsoft; NEC Display Solutions; Palm; Philips; Samsung; Seagate; Symantec; Toshiba; ViewSonic Corporation; Western Digital; and Xerox. We sell products purchased from many vendors, but generated approximately 23%, 22%, and 24% of our net sales in fiscal years 2005, 2004 and 2003, respectively, from products purchased from Hewlett-Packard. There were no other vendors that represented 10% or more of our net sales in each of the last three years.

Our suppliers generally warrant the products we distribute and allow returns of defective products, including those returned to us by our customers. We do not independently warrant the products we distribute; however, local laws might impose warranty obligations upon distributors (such as in the case of supplier liquidation). We do warrant services, products that we build-to-order from components purchased from other sources, and own branded products. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. Historically, warranty expense has not been material.

We have written distribution agreements with many of our suppliers; however, these agreements usually provide for nonexclusive distribution rights and often include territorial restrictions that limit the countries in which we can distribute the products. The agreements also are generally short term, subject to periodic renewal, and often contain provisions permitting termination by either party without cause upon relatively short notice. Certain distribution agreements either require (at our option) or allow for the repurchase of inventory upon termination of the agreement. For those agreements where inventory returns upon termination are not required, in practice many suppliers will elect to repurchase the inventory while other suppliers will either assist with liquidation or resale of the inventory.

Competition

We operate in a highly competitive environment, both in the United States and internationally. The IT products and services distribution industry is characterized by intense competition, based primarily on:


	•	ability to tailor specific solutions to customer needs;

	•	availability of technical and product information;

	•	credit terms and availability;

	•	effectiveness of sales and marketing programs;

	•	price;

	•	products and services availability;


	•	quality and breadth of product lines and services; and

	•	speed and accuracy of delivery.

We believe we compete favorably with respect to each of these factors.

We compete in North America against full-line distributors such as Tech Data and Synnex Corporation as well as specialty distributors in different product areas, such as eSys, ScanSource and D&H Distributing. A more fragmented distribution channel characterizes markets outside North America, which represent over half of the IT industry’s sales; however, consolidation has taken place in these markets, as well. We believe that suppliers and resellers pursuing global strategies continue to seek distributors with global sales and support capabilities.

We compete internationally with a variety of national and regional distributors. The European distribution landscape is highly fragmented, with market share spread among many regional and local competitors such as Actebis and Esprinet, and international distributors such as eSys, Tech Data, and Westcon/ Comstor. In the Asia-Pacific market, we face competition from global, regional, and local competitors including Arrow, Avnet, Digital China, ECS, eSys, and Synnex Technology International. In Latin America, we compete with international and local distributors such as Tech Data, Intcomex, Synnex Corporation and Bell Microproducts.

The evolving direct-sales relationships between manufacturers, resellers, and end-users continue to introduce change into our competitive landscape. We compete, in some cases, with hardware suppliers and software publishers that sell directly to reseller customers and end-users. However, we may become a business partner to these companies by providing supply chain services optimized for the IT market. Additionally, as consolidation occurs among certain reseller segments and customers gain market share and build capabilities similar to ours, certain resellers, such as direct marketers, can become competitors for us. As some manufacturer and reseller customers move their back-room operations to distribution partners, outsourcing and value-added services may be areas of opportunity. Many of our suppliers and reseller customers are looking to outsourcing partners to perform back-room operations. There has been an accelerated movement among transportation and logistics companies to provide many of these fulfillment and e-commerce supply chain services. Within this arena, we face competition from major transportation and logistics suppliers such as DHL, Menlo, and UPS Supply Chain Solutions; electronic manufacturing services providers such as Solectron and Flextronics; and media companies such as Technicolor.

We are constantly seeking to expand our business into areas closely related to our core IT products and services distribution business. As we enter new business areas, including value-added services, we may encounter increased competition from current competitors and/or from new competitors, some of which may be our current customers. Application service providers constitute a relatively new channel for suppliers to remotely deliver software applications to end-users. Telephone companies also represent competition for us when they offer bundled broadband and equipment solutions directly to end-customers.

Asset Management

We seek to maintain sufficient quantities of product inventories to achieve optimum order fill rates. Our business, like that of other distributors, is subject to the risk that the value of our inventory will be affected adversely by suppliers’ price reductions or by technological changes affecting the usefulness or desirability of the products comprising the inventory. It is the policy of many suppliers of IT products to offer distributors like us, who purchase directly from them, limited protection from the loss in value of inventory due to technological change or a supplier’s price reductions. Under many of these agreements, the distributor is restricted to a designated period of time in which products may be returned for credit or exchanged for other products or during which price protection credits may be claimed. We take various actions, including monitoring our inventory levels and controlling the timing of purchases, to maximize our protection under supplier programs and reduce our inventory risk. However, no assurance can be given that current protective terms and conditions will continue or that they will adequately protect us against declines in inventory value, or that they will not be revised in such a manner as to adversely impact our ability to obtain price protection.

In addition, suppliers may become insolvent and unable to fulfill their protection obligations to us. We are subject to the risk that our inventory values may decline and protective terms under supplier agreements may not adequately cover the decline in values. In addition, we distribute a small amount of private label products for which price protection is not customarily contractually available, for which we do not normally enjoy return rights, and for which we bear certain increased risks. We manage these risks through pricing and continual monitoring of existing inventory levels relative to customer demand. On an ongoing basis, we reserve for excess and obsolete inventories and these reserves are appropriately utilized for liquidation of such inventories, reflecting our forecasts of future demand and market conditions.

Inventory levels may vary from period to period, due, in part, to the addition of new suppliers or new lines with current suppliers and strategic purchases of inventory. In addition, payment terms with inventory suppliers may vary from time to time, and could result in fewer inventories being financed by suppliers and a greater amount of inventory being financed by our capital.

Trademarks and Service Marks

We own or are the licensee of various trademarks and service marks, including, among others, “Ingram Micro,” the Ingram Micro logo, “V7” (Video Seven), “VentureTech Network,” “Nimax,” and “AVAD.” Certain of these marks are registered, or are in the process of being registered, in the United States and various other countries. Even though our marks may not be registered in every country where we conduct business, in many cases we have acquired rights in those marks because of our continued use of them.

Employees

As of December 31, 2005, we employed approximately 13,000 associates (as measured on a full-time equivalent basis). Certain of our operations in Europe and Latin America are subject to syndicates, collective bargaining or similar arrangements. Our success depends on the talent and dedication of our associates, and we strive to attract, hire, develop, and retain outstanding associates. We have a process for continuously measuring the status of associate success and responding to associate priorities. We believe that our relationships with our associates are generally good.

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. We therefore file periodic reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at (800) SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements and other information.

Financial and other information can also be accessed through our website at www.ingrammicro.com. There, we make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. The information posted on our website is not incorporated into this Annual Report on Form 10-K.

EXECUTIVE OFFICERS OF THE COMPANY

The following table lists the executive officers of Ingram Micro as of January 20, 2006.


Name	Age		Position

Gregory M.E. Spierkel		49	Chief Executive Officer
Kevin M. Murai		42	President and Chief Operating Officer
Keith W. F. Bradley		42	Executive Vice President and President, Ingram Micro North America
William D. Humes		41	Executive Vice President and Chief Financial Officer
Henri T. Koppen		63	Executive Vice President and President, Ingram Micro Europe
Alain Monié		55	Executive Vice President and President, Ingram Micro Asia-Pacific
Larry C. Boyd		53	Senior Vice President, Secretary and General Counsel
Alain Maquet		53	Senior Vice President and President, Ingram Micro Latin America
Karen E. Salem		44	Senior Vice President and Chief Information Officer
Matthew A. Sauer		58	Senior Vice President, Human Resources
Ria M. Carlson		44	Corporate Vice President, Strategy and Communications
James F. Ricketts		58	Corporate Vice President and Treasurer

Gregory M.E. Spierkel. Mr. Spierkel, age 49, has been our chief executive officer since June 2005. He previously served as president from March 2004 to June 2005, as executive vice president and president of Ingram Micro Europe from June 1999 to March 2004, and as senior vice president and president of Ingram Micro Asia-Pacific from July 1997 to June 1999. Prior to joining Ingram Micro, Mr. Spierkel was vice president of global sales and marketing at Mitel Inc., a manufacturer of telecommunications and semiconductor products, from March 1996 to June 1997 and was president of North America at Mitel from April 1992 to March 1996.

Kevin M. Murai. Mr. Murai, age 42, has been our president and chief operating officer since June 2005. He previously served as our president from March 2004 to June 2005, as executive vice president and president of Ingram Micro North America from January 2002 to March 2004, as executive vice president and president of Ingram Micro U.S. from January 2000 to December 2001, as senior vice president and president of Ingram Micro Canada from December 1997 to January 2000, and vice president of operations for Ingram Micro Canada from January 1993 to December 1997.

Keith W.F. Bradley. Mr. Bradley, age 42, has been our executive vice president and president of Ingram Micro North America since January 2005. He previously served as interim president and senior vice president and chief financial officer of Ingram Micro North America from June 2004 to January 2005, and as the region’s senior vice president and chief financial officer from January 2003 to May 2004. Prior to joining Ingram Micro in February 2000 as vice president and controller for the Company’s United States operations, Mr. Bradley was vice president and global controller of The Disney Stores, a subsidiary of Walt Disney Company, and an auditor and consultant with Price Waterhouse in the United Kingdom, United Arab Emirates and the United States.

William D. Humes. Mr. Humes, age 41, has been our executive vice president and chief financial officer since April 2005. Mr. Humes served as senior vice president and chief financial officer designee from October 2004 to March 2005, corporate vice president and controller from February 2004 to October 2004, vice president, corporate controller from February 2002 to February 2004 and senior director, worldwide financial planning, reporting and accounting from September 1998 to February 2002. Prior to joining Ingram Micro, Mr. Humes was a senior audit manager at PricewaterhouseCoopers.

Henri T. Koppen. Mr. Koppen, age 63, has been our executive vice president and president of Ingram Micro Europe since March 2004. Mr. Koppen served as our executive vice president from January 2004 to March 2004, as executive vice president and president of Ingram Micro Asia-Pacific from February 2002 to December 2003, and served as senior vice president and president of Ingram Micro Asia-Pacific, from March 2000 through January 2002. He previously served as senior vice president and president of Ingram Micro Latin America from January 1998 to March 2000. Prior to joining Ingram Micro, Mr. Koppen served as president, Latin America, for General Electric Capital IT Solutions, a systems integrator/reseller company, from July 1996 to December 1997 and vice president, Latin America, for Ameridata Global Inc., a systems integrator/reseller company, from May 1995 to July 1996.

Alain Monié. Mr. Monié, age 55, has been our executive vice president and president of Ingram Micro Asia-Pacific since January 2004. He joined Ingram Micro as executive vice president in January 2003. Previously, Mr. Monié was an international executive consultant with aerospace and defense corporations from September 2002 to January 2003. Mr. Monié also served as president of the Latin American division of Honeywell International from January 2000 to August 2002. He joined Honeywell following its merger with Allied Signal Inc., where he built a 17-year career on three continents, progressing from a regional sales manager to head of Asia-Pacific operations from October 1997 to December 1999. Mr. Monié was elected to the Board of Directors of Jones Lang LaSalle Incorporated in October 2005.

Larry C. Boyd. Mr. Boyd, age 53, has been our senior vice president, secretary and general counsel since March 2004. He previously served as senior vice president, U.S. legal services, for Ingram Micro North America from January 2000 to January 2004. Prior to joining Ingram Micro, he was a partner with the law firm of Gibson, Dunn & Crutcher from January 1985 to December 1999.

Alain Maquet. Mr. Maquet, age 53, has been our senior vice president and president of Ingram Micro Latin America since March 2005. Mr. Maquet served as our senior vice president, southern and western Europe from January 2001 to February 2004. Mr. Maquet joined Ingram Micro in 1993 as the managing director of France and had added additional countries to his responsibilities over the years. His career spans 30 years, 23 of which are in the technology industry, and he co-started an IT distribution company before joining Ingram Micro.

Karen E. Salem. Ms. Salem, age 44, has been our senior vice president and chief information officer since February 2005. Prior to joining Ingram Micro, Ms. Salem served as senior vice president and chief information officer of Winn-Dixie Stores, Inc., a grocery retailer from September 2002 to February 2005. Ms. Salem was previously senior vice president and chief information officer of Corning Cable Systems, a fiber optic cable/equipment manufacturer, from September 2000 to September 2002. From August 1999 to September 2000, Ms. Salem was chief information officer for AFC Enterprises, Inc., a company of four entities: Church’s Chicken and Biscuits, Popeye’s Chicken, Cinnabon and Seattle’s Best Coffee.

Matthew A. Sauer. Mr. Sauer, age 58, has been our senior vice president of human resources since February 2003. He joined Ingram Micro in October 1996 as vice president of human resources and was promoted in September 1999 to corporate vice president of human resources strategies and processes.

Ria M. Carlson. Ms. Carlson, age 44, has been our corporate vice president, strategy & communications, since April 2005. She previously served as vice president, investor relations & corporate communications from March 2001 through March 2005. Before joining Ingram Micro, Ms. Carlson served as vice president, communications and investor relations for Equity Marketing, Inc., an international toy and promotions company, from 1999-2001, vice president, public and investor relations for Sierra Health Services, Inc., from 1996-1999, and associate vice president, corporate communications for FHP International Corporation, a health care organization, from 1989 to 1996.

James F. Ricketts. Mr. Ricketts, age 58, has been our corporate vice president and treasurer since April 1999. He joined Ingram Micro in September 1996 as vice president and treasurer. Prior to joining Ingram Micro, Mr. Ricketts served as treasurer of Sundstrand Corporation, a manufacturer of aerospace and related technology products, from February 1992 to September 1996.


ITEM 1A.	*RISK FACTORS*

CAUTIONARY STATEMENTS FOR PURPOSES OF THE “SAFE

HARBOR” PROVISIONS OF THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for “forward-looking statements” to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Ingram Micro desires to take advantage of the safe harbor provisions of the Act.

Our Annual Report on Form 10-K for the year ended December 31, 2005, our quarterly reports on Form 10-Q, our current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act, including, but not limited to, management’s expectations for process improvement; competition; revenues, expenses and other operating results or ratios; economic conditions; liquidity; capital requirements; and exchange rate fluctuations. Forward-looking statements also include any statement that may predict, forecast, indicate or imply future results, performance, or achievements. Forward-looking statements can be identified by the use of terminology such as “believe,” “anticipate,” “expect,” “estimate,” “may,” “will,” “should,” “project,” “continue,” “plans,” “aims,” “intends,” “likely,” or other similar words or phrases.

We disclaim any duty to update any forward-looking statements. In addition, our representatives participate from time to time in:


	•	speeches and calls with market analysts,

	•	conferences, meetings and calls with investors and potential investors in our securities, and

	•	other meetings and conferences.

Some of the information presented in these calls, meetings and conferences may be forward-looking within the meaning of the Act.

Our actual results could differ materially from those projected in forward-looking statements made by or on behalf of Ingram Micro. In this regard, from time to time, we have failed to meet consensus analyst earnings estimates. In future quarters, our operating results may be below the expectations of public market analysts or investors. The following factors (in addition to other possible factors not listed) could affect our actual results and cause these results to differ materially from past results or from the results contemplated in forward-looking statements made by us or on our behalf. Because of our narrow gross margins, the impact of the risk factors stated below may magnify the impact on our operating results and financial condition.

We continue to experience intense competition across all markets for our products and services. Our competitors include regional, national, and international distributors, as well as suppliers that employ a direct-sales model. As a result of intense price competition in the IT products and services distribution industry, our gross margins have historically been narrow and we expect them to continue to be narrow in the future. In addition, when there is overcapacity in our industry, our competitors may reduce their prices in response to this overcapacity. We offer no assurance that we will not lose market share, or that we will not be forced in the future to reduce our prices in response to the actions of our competitors and thereby experience a further reduction in our gross margins. Furthermore, to remain competitive we may be forced to offer more credit or extended payment terms to our customers. This could increase our required capital, financing costs, and the amount of our bad debt expenses. We have also initiated and expect to continue to initiate other business activities and may face competition from companies with more experience and/or from new entries in those new markets. As we enter new business areas, we may encounter increased competition from current competitors and/or from new competitors, some of which may be our current customers or suppliers, which may negatively impact our sales or profitability.

We have made and expect to continue to make investments in new business strategies and initiatives, including acquisitions, which could disrupt our business and have an adverse effect on our operating results. We have invested and may invest in the future in new business strategies or engage in acquisitions that complement our strategic direction. Such endeavors may involve significant risks and uncertainties, including distraction of management’s attention away from normal business operations; insufficient revenue generation to offset liabilities assumed and expenses associated with the strategy; difficulty in the integration of new employees, business systems and technology; inability to adapt to challenges of a new market; exposure to new regulations; and issues not discovered in our due diligence process. These factors could adversely affect our operating results or financial condition.

We operate a global business that exposes us to risks associated with international activities. We have local sales offices and/or sales representatives in over 30 countries, and sell our products and services to resellers in more than 140 countries. A large portion of our revenue is derived from our international operations. As a result, our operating results and financial condition could be significantly affected by risks associated with international activities, including trade protection laws, policies and measures; tariffs; export license requirements; economic and labor conditions; political or social unrest; economic instability or natural disasters in a specific country or region, such as hurricanes and tsunamis; environmental and trade protection measures and other regulatory requirements; health or similar issues such as the outbreak of the avian flu; tax laws (including U.S. taxes on foreign subsidiaries); difficulties in staffing and managing international operations; and changes in the value of the U.S. dollar versus the local currency in which the products are sold and goods and services are purchased, including devaluation and revaluation of local currency. We manage our exposure to fluctuations in the value of currencies and interest rates using a variety of financial instruments. However, we may not be able to adequately mitigate all foreign currency related risks.

We are dependent on a variety of information systems and a failure of these systems as well as infrastructure could disrupt our business and harm our reputation and net sales. We depend on a variety of information systems for our operations, particularly our centralized IMpulse information processing system, which supports operational functions that include inventory management, order processing, shipping, receiving, and accounting. At the core of IMpulse is on-line, real-time distribution software, which supports basic order entry and processing and customers’ shipments and returns. Although we have not in the past experienced material system-wide failures or downtime of IMpulse or any of our other information systems, we have experienced failures in IMpulse in certain specific geographies. Failures or significant downtime for IMpulse could prevent us from taking customer orders, printing product pick-lists, and/or shipping product. It could also prevent customers from accessing our price and product availability information. From time to time we may acquire other businesses having information systems and records, which may be converted and integrated into IMpulse or other Ingram Micro information systems. This can be a lengthy and expensive process that results in a material diversion of resources from other operations. In addition, because IMpulse is comprised of a number of legacy, internally developed applications, it can be harder to upgrade, and may not be adaptable to commercially available software. Particularly as our needs or technology in general evolve, we may experience greater than acceptable difficulty or cost in upgrading IMpulse, or we may be required to replace IMpulse entirely.

We also rely on the Internet for a significant percentage of our orders and information exchanges with our customers. The Internet and individual websites have experienced a number of disruptions and slowdowns, some of which were caused by organized attacks. In addition, some websites have experienced security breakdowns. To date, our website has not experienced any material breakdowns, disruptions or breaches in security; however, we cannot assure that this will not occur in the future. If we were to experience a security breakdown, disruption or breach that compromised sensitive information, this could harm our relationship with our customers or suppliers. Disruption of our website or the Internet in general could impair our order processing or more generally prevent our customers and suppliers from accessing information. This could cause us to lose business.

We believe that customer information systems and product ordering and delivery systems, including Internet-based systems, are becoming increasingly important in the distribution of technology products and services. As a result, we are continually enhancing our customer information systems by adding new features,

including on-line ordering through the Internet. However, we offer no assurance that competitors will not develop superior customer information systems or that we will be able to meet evolving market requirements by upgrading our current systems at a reasonable cost, or at all. Our inability to develop competitive customer information systems or upgrade our current systems could cause our business and market share to suffer.

Terminations of a supply or services agreement or a significant change in supplier terms or conditions of sale could negatively affect our operating margins, revenue or the level of capital required to fund our operations. A significant percentage of our net sales relates to products sold to us by relatively few suppliers or publishers. As a result of such concentration risk, terminations of supply or services agreements or a significant change in the terms or conditions of sale from one or more of our partners could negatively affect our operating margins, revenues or the level of capital required to fund our operations. Our suppliers have the ability to make, and in the past have made, rapid and significantly adverse changes in their sales terms and conditions, such as reducing the amount of price protection and return rights as well as reducing the level of purchase discounts and rebates they make available to us. In most cases, we have no guaranteed price or delivery agreements with suppliers. In certain product categories, such as systems, limited price protection or return rights offered by suppliers may have a bearing on the amount of product we may be willing to stock. We expect restrictive supplier terms and conditions to continue in the foreseeable future. Our inability to pass through to our reseller customers the impact of these changes, as well as our failure to develop systems to manage ongoing supplier pass-through programs, could cause us to record inventory write-downs or other losses and could have a material negative impact on our gross margins.

We receive purchase discounts and rebates from suppliers based on various factors, including sales or purchase volume and breadth of customers. These purchase discounts and rebates may affect gross margins. Many purchase discounts from suppliers are based on percentage increases in sales of products. Our operating results could be negatively impacted if these rebates or discounts are reduced or eliminated or if our vendors significantly increase the complexity of process and costs for us to receive such rebates.

Our ability to obtain particular products or product lines in the required quantities and to fulfill customer orders on a timely basis is critical to our success. The IT industry experiences significant product supply shortages and customer order backlogs from time to time due to the inability of certain suppliers to supply certain products on a timely basis. As a result, we have experienced, and may in the future continue to experience, short-term shortages of specific products. In addition, suppliers who currently distribute their products through us may decide to distribute, or to substantially increase their existing distribution, through other distributors, their own dealer networks, or directly to resellers or end-users. If suppliers are not able to provide us with an adequate supply of products to fulfill our customer orders on a timely basis or we cannot otherwise obtain particular products or a product line or suppliers substantially increase their existing distribution through other distributors, their own dealer networks, or directly to resellers, our reputation, sales and profitability may suffer.

Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates and operating margins and we may be required to pay additional tax assessments. Unanticipated changes in our tax rates could affect our future results of operations. Our future effective tax rates and operating margins could be unfavorably affected by changes in tax laws or the interpretation of tax laws, by unanticipated decreases in the amount of revenue or earnings in countries in low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. Any adverse outcome from these continuous examinations may have an adverse effect on our operating results and financial position.

2002. The Brazilian taxing authorities may make similar claims for periods subsequent to September 2002. Additional assessments for periods subsequent to September 2002, if received, may be significant either individually or in the aggregate. It is management’s opinion, based upon the opinions of outside legal counsel, that we have valid defenses to the assessment of these taxes on the purchase of imported software for the 2002 period at issue or any subsequent period. Although we are vigorously pursuing administrative and judicial action to challenge the assessment, no assurance can be given as to the ultimate outcome. An unfavorable resolution of this matter is not expected to have a material impact on our financial condition, but depending upon the time period and amounts involved it may have a material negative effect on our consolidated results of operations or cash flows.

We cannot predict what loss, if any, we might incur as a result of the SEC and U.S. Attorney’s inquiries we have received. We received an informal inquiry from the SEC during the third quarter of 2004. The SEC’s focus to date has been related to certain transactions with McAfee, Inc. (formerly Network Associates, Inc. or NAI) from 1998 through 2000. We also received subpoenas from the U.S. Attorney’s office for the Northern District of California (“Department of Justice”) in connection with its grand jury investigation of NAI, which seek information concerning these transactions. On January 4, 2006, McAfee and the SEC made public the terms of a settlement they had reached with respect to McAfee. We continue to cooperate fully with the SEC and the Department of Justice in their inquiries. We are engaged in discussions with the SEC toward a possible resolution of matters concerning these NAI-related transactions. We cannot predict with certainty the outcome of these discussions, nor their timing, nor can we reasonably estimate the amount of any loss or range of loss that might be incurred as a result of the resolution of these matters with the SEC and the Department of Justice. Such amounts may be material to our consolidated results of operations or cash flows.

We may incur material litigation, regulatory or operational costs or expenses, and may be frustrated in our marketing efforts, as a result of new environmental regulations or private intellectual property enforcement disputes. We may already operate in or expand into markets which could subject us to environmental laws that may have a material adverse effect on our business, including the European Union Waste Electrical and Electronic Equipment Directive as enacted by individual European Union countries and other similar legislation adopted in California, which make producers of electrical goods, including computers and printers, responsible for collection, recycling, treatment and disposal of recovered products. We may also be prohibited from marketing products, could be forced to market products without desirable features, or could incur substantial costs to defend legal actions, including where third parties claim that we or vendors who may have indemnified us are infringing upon their intellectual property rights. In recent years, individuals and groups have begun purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from target companies. Even if we believe that the claims are without merit, the claims can be time-consuming and costly to defend and divert management’s attention and resources away from our business. Claims of intellectual property infringement also might require us to enter into costly settlement or pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain products. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations to us.

If a downturn in economic conditions for the IT industry were to occur and continue for a long period of time, it would likely have an adverse impact on our business. The IT industry in general, and the IT products and services distribution industry in particular, experienced a severe downturn in demand for fiscal 2000 through most of fiscal 2003. This downturn resulted in a decline in our net sales and gross profit and impacted financial results of many of our customers and vendors. If another downturn were to occur, we may experience significant operating losses, elevated levels of obsolete inventory, and larger bad debt losses. We may not be able to adequately adjust our cost structure in a timely fashion to remain competitive, which may cause our profitability to suffer.

We have significant credit exposure to our reseller customers and negative trends in their businesses could cause us significant credit loss. As is customary in many industries, we extend credit to our reseller customers for a significant portion of our net sales. Resellers have a period of time, generally 30 to 60 days after date of invoice, to make payment. We are subject to the risk that our reseller customers will not pay for the products they have purchased. The risk that we may be unable to collect on receivables may increase if our

reseller customers experience decreases in demand for their products and services or otherwise become less stable, due to adverse economic conditions. If there is a substantial deterioration in the collectibility of our receivables or if we cannot obtain credit insurance at reasonable rates, are unable to collect under existing credit insurance policies, or take other actions to adequately mitigate such credit risk, our earnings, cash flows and our ability to utilize receivable-based financing could deteriorate.

We are subject to the risk that our inventory values may decline and protective terms under supplier agreements may not adequately cover the decline in values. The IT products industry is subject to rapid technological change, new and enhanced product specification requirements, and evolving industry standards. These changes may cause inventory in stock to decline substantially in value or to become obsolete. It is the policy of many suppliers of IT products to offer distributors like us, who purchase directly from them, limited protection from the loss in value of inventory due to technological change or such suppliers’ price reductions. For example, we can receive a credit from some suppliers for products, based upon the terms and conditions with those suppliers, in the event of a supplier price reduction. In addition, we have a limited right to return to some suppliers a certain percentage of purchases. These policies are often not embodied in written agreements and are subject to the discretion of the suppliers. As a result, these policies do not protect us in all cases from declines in inventory value. We offer no assurance that our price protection will continue, that unforeseen new product developments will not materially adversely affect us, or that we will successfully manage our existing and future inventories.

During an economic downturn, it is possible that prices will decline due to an oversupply of product, and therefore, there may be greater risk of declines in inventory value. If major suppliers decrease the availability of price protection to us, such a change in policy could lower our gross margins on products we sell or cause us to record inventory write-downs. We expect the restrictive supplier terms and conditions to continue for the foreseeable future. We are also exposed to inventory risk to the extent that supplier protections are not available on all products or quantities and are subject to time restrictions. In addition, suppliers may become insolvent and unable to fulfill their protection obligations to us.

Future terrorist or military actions could result in disruption to our operations or loss of assets in certain markets or globally. Future terrorist or military actions, in the U.S. or abroad, could result in destruction or seizure of assets or suspension or disruption of our operations. Additionally, such actions could affect the operations of our suppliers or customers, resulting in loss of access to products, potential losses on supplier programs, loss of business, higher losses on receivables or inventory, and/or other disruptions in our business, which could negatively affect our operating results. We do not carry broad insurance covering such terrorist or military actions, and even if we were to seek such coverage, the cost would likely be prohibitive.

Failure to retain and recruit key personnel would harm our ability to meet key objectives. Because of the nature of our business, which includes (but is not limited to) high volume of transactions, business complexity, wide geographical coverage, and broad scope of products, suppliers, and customers, we are dependent in large part on our ability to retain the services of our key management, sales, IT, operational, and finance personnel. Our continued success is also dependent upon our ability to retain and recruit other qualified employees, including highly skilled technical, managerial, and marketing personnel, to meet our needs. Competition for qualified personnel is intense. In addition, we have recently reduced our personnel in various geographies and functions through our restructuring and outsourcing activities. These reductions could negatively impact our relationships with our workforce, or make hiring other employees more difficult. We may not be successful in attracting and retaining the personnel we require, which could have a material adverse effect on our business. Additionally, changes in workforce, including government regulations, collective bargaining agreements or the availability of qualified personnel could disrupt operations or increase our operating cost structure.

We face a variety of risks with outsourcing arrangements. We have outsourced various transaction-oriented service and support functions to a leading global business process outsource provider outside the United States. We have also previously outsourced a significant portion of our IT infrastructure function to a third-party provider. We may outsource additional functions to third-party providers. Our reliance on third-party providers to provide service to our customers and suppliers and for our IT infrastructure requirements to

support our business could result in significant disruptions and costs to our operations, including damaging our relationships with our suppliers and customers, if these third-party providers do not meet their obligations to adequately maintain an appropriate level of service for the outsourced functions or fail to adequately support our IT infrastructure requirements. As a result of our outsourcing activities, it may also be more difficult to recruit and retain qualified employees for our business needs.

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. Our business requires significant levels of capital to finance accounts receivable and product inventory that is not financed by trade creditors. This is especially true when our business is expanding, including through acquisitions, but we still have substantial demand for capital even during periods of stagnant or declining net sales. In order to continue operating our business, we will continue to need access to capital, including debt financing. In addition, changes in payment terms with either suppliers or customers could increase our capital requirements. The capital we require may not be available on terms acceptable to us, or at all. Changes in our credit ratings, as well as macroeconomic factors such as fluctuations in interest rates or a general economic downturn, may restrict our ability to raise the necessary capital in adequate amounts or on terms acceptable to us, and the failure to do so could harm our ability to operate or expand our business.

Rapid changes in the operating environment for IT distributors have placed significant strain on our business, and we offer no assurance that our ability to manage future adverse industry trends will be successful. Dynamic changes in the industry have resulted in new and increased responsibilities for management personnel and have placed and continue to place a significant strain upon our management, operating and financial systems, and other resources. This strain may result in disruptions to our business and decreased revenues and profitability. In addition, we may not be able to attract or retain sufficient personnel to manage our operations through such dynamic changes. Even with sufficient personnel we cannot assure our ability to successfully manage future adverse industry trends. Also crucial to our success in managing our operations will be our ability to achieve additional economies of scale. Our failure to achieve these additional economies of scale could harm our profitability.

Changes in accounting rules could adversely affect our future operating results. Our financial statements are prepared in accordance with U.S. generally accepted accounting principles. These principles are subject to interpretation by various governing bodies, including the FASB and the SEC, who create and interpret appropriate accounting standards. A change from current accounting standards could have a significant adverse effect on our results of operations. In December 2004, the FASB issued new guidance that addresses the accounting for share-based payments, FAS No. 123R. In April 2005, the SEC deferred the effective date of FAS 123R to years beginning after June 15, 2005. Therefore, FAS 123R will be effective for the company beginning its first quarter of fiscal 2006. FAS 123R as amended requires compensation cost relating to all share-based payments to employees to be recognized in the financial statements based on their fair values. We currently expect the amount of share-based compensation expense included in operating expenses to be approximately $30 million in 2006.

Our quarterly results have fluctuated significantly. Our quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of:


	•	seasonal variations in the demand for our products and services such as lower demand in Europe during the summer months, worldwide pre-holiday stocking in the retail channel during the September-to-December period and the seasonal increase in demand for our North American fee-based logistics related services in the fourth quarter which affects our operating expenses and margins;

	•	competitive conditions in our industry, which may impact the prices charged and terms and conditions imposed by our suppliers and/or competitors and the prices we charge our customers, which in turn may negatively impact our revenues and/or gross margins;

	•	currency fluctuations in countries in which we operate;

	•	variations in our levels of excess inventory and doubtful accounts, and changes in the terms of vendor-sponsored programs such as price protection and return rights;


	•	changes in the level of our operating expenses;

	•	the impact of acquisitions we may make;

	•	the impact of and possible disruption caused by reorganization efforts, as well as the related expenses and/or charges;

	•	the loss or consolidation of one or more of our major suppliers or customers;

	•	product supply constraints;

	•	interest rate fluctuations, which may increase our borrowing costs and may influence the willingness of customers and end-users to purchase products and services; and

	•	general economic or geopolitical conditions.

These historical variations may not be indicative of future trends in the near term. Our narrow operating margins may magnify the impact of the foregoing factors on our operating results. We believe that you should not rely on period-to-period comparisons of our operating results as an indication of future performance. In addition, the results of any quarterly period are not indicative of results to be expected for a full fiscal year.

We are dependent on third-party shipping companies for the delivery of our products. We rely almost entirely on arrangements with third-party shipping companies for the delivery of our products. The termination of our arrangements with one or more of these third-party shipping companies, or the failure or inability of one or more of these third-party shipping companies to deliver products from suppliers to us or products from us to our reseller customers or their end-user customers, could disrupt our business and harm our reputation and net sales.


ITEM 1B.	*UNRESOLVED STAFF COMMENTS*

None.


ITEM 2.	*PROPERTIES*

Our corporate headquarters is located in Santa Ana, California. We support our global operations through an extensive sales office and distribution network throughout North America, Europe, Latin America, and Asia-Pacific. As of December 31, 2005, we operated 89 distribution centers worldwide. Additionally, we serve markets where we do not have an in-country presence through various sales offices and representative offices, including those in Santa Ana, California; Buffalo, New York; Miami, Florida; Singapore; and certain countries in Europe.

As of December 31, 2005, we leased substantially all our facilities on varying terms. We do not anticipate any material difficulties with the renewal of any of our leases when they expire or in securing replacement facilities on commercially reasonable terms. We also own several facilities, the most significant of which are our office/distribution facilities in Straubing, Germany and several AVAD locations in the United States.


ITEM 3.	*LEGAL PROCEEDINGS*

During 2002 and 2003, one of our Latin American subsidiaries was audited by the Brazilian taxing authorities in relation to certain commercial taxes. As a result of this audit, the subsidiary received an assessment of 30.6 million Brazilian reais, including interest and penalties computed through December 31, 2005, or approximately $13.1 million at December 31, 2005, alleging these commercial taxes were not properly remitted for the subsidiary’s purchase of imported software during the period January through September 2002. The Brazilian taxing authorities may make similar claims for periods subsequent to September 2002. Additional assessments for periods subsequent to September 2002, if received, may be significant either individually or in the aggregate. It is management’s opinion, based upon the opinions of outside legal counsel, that we have valid defenses to the assessment of these taxes on the purchase of imported software for the 2002 period at issue or any subsequent period. Although we are vigorously pursuing administrative and judicial action to challenge the assessment, no assurance can be given as to the ultimate outcome. An unfavorable

resolution of this matter is not expected to have a material impact on our financial condition, but depending upon the time period and amounts involved it may have a material negative effect on our consolidated results of operations or cash flows.

We received an informal inquiry from the SEC during the third quarter of 2004. The SEC’s focus to date has been related to certain transactions with McAfee, Inc. (formerly Network Associates, Inc. or NAI) from 1998 through 2000. We also received subpoenas from the U.S. Attorney’s office for the Northern District of California (“Department of Justice”) in connection with its grand jury investigation of NAI, which seek information concerning these transactions. On January 4, 2006, McAfee and the SEC made public the terms of a settlement they had reached with respect to McAfee. We continue to cooperate fully with the SEC and the Department of Justice in their inquiries. We are engaged in discussions with the SEC toward a possible resolution of matters concerning these NAI-related transactions. We cannot predict with certainty the outcome of these discussions, nor their timing, nor can we reasonably estimate the amount of any loss or range of loss that might be incurred as a result of the resolution of these matters with the SEC and the Department of Justice. Such amounts may be material to our consolidated results of operations or cash flows.


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

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report, through the solicitation of proxies or otherwise.

PART II


ITEM 5.	*MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS*

Common Stock. Our Common Stock is traded on the New York Stock Exchange under the symbol IM. The following table sets forth the high and low price per share, based on closing price, of our Common Stock for the periods indicated.


		High		Low

Fiscal Year 2005	First Quarter	$	20.00	$	16.30
	Second Quarter		17.41		14.66
	Third Quarter		18.65		15.43
	Fourth Quarter		20.00		17.30
Fiscal Year 2004	First Quarter	$	19.55	$	15.88
	Second Quarter		18.45		11.93
	Third Quarter		16.28		12.89
	Fourth Quarter		20.80		16.24

As of January 27, 2006 there were 569 holders of record of our Common Stock. Because many of such shares are held by brokers and other institutions, on behalf of shareowners, we are unable to estimate the total number of shareowners represented by these record holders.

Dividend Policy. We have neither declared nor paid any dividends on our Common Stock in the preceding two fiscal years. We currently intend to retain future earnings to finance the growth and development of our business and, therefore, do not anticipate declaring or paying cash dividends on our Common Stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant. In addition, certain of our debt facilities contain restrictions on the declaration and payment of dividends.

Equity Compensation Plan Information. The following table provides information, as of December 31, 2005, with respect to equity compensation plans under which equity securities of our company are authorized for issuance, aggregated as follows: (i) all compensation plans previously approved by our shareowners and (ii) all compensation plans not previously approved by our shareowners.

(a)

(b)

(c)

Number

Weighted-Average

Number of Securities

of Securities

Exercise

Remaining Available for

to be Issued

Price of

Future Issuance under

upon Exercise

Outstanding

Equity Compensation

of Outstanding

Options,

Plans (Excluding

Options, Warrants

Warrants

Securities Reflected

Plan Category

and Rights

in Column (a))

Equity compensation plans approved by shareowners

30,558,305

15.79

18,264,152

Equity compensation plans not approved by shareowners

None

TOTAL

30,558,305

15.79

18,264,152


ITEM 6.	*SELECTED FINANCIAL DATA*

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents our selected consolidated financial data, which includes the results of operations of our acquisitions that have been combined with our results of operations beginning on their acquisition dates. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K.

Our fiscal year is a 52-week or 53-week period ending on the Saturday nearest to December 31. References below to 2005, 2004, 2003, 2002, and 2001 represent the fiscal years ended December 31, 2005 (52 weeks), January 1, 2005 (52 weeks), January 3, 2004 (53 weeks), December 28, 2002 (52 weeks) and December 29, 2001 (52 weeks), respectively.


		2005		2004		2003		2002			2001

		(Dollars in 000s, except per share data)
Selected Operating Information
Net sales		$	28,808,312	$	25,462,071	$	22,613,017	$	22,459,265		$	25,186,933
Gross profit			1,574,978		1,402,042		1,223,488		1,231,638			1,329,899
Income from operations(1)			362,186		283,367		156,193		50,208			92,930
Income before income taxes and cumulative effect of adoption of a new accounting standard(2)			301,937		263,276		115,794		8,998			11,691
Income before cumulative effect of adoption of a new accounting standard(3)			216,906		219,901		149,201		5,669			6,737
Net income (loss)(4)			216,906		219,901		149,201		(275,192	)		6,737
Basic earnings per share — income before cumulative effect of adoption of a new accounting standard			1.35		1.41		0.99		0.04			0.05
Diluted earnings per share — income before cumulative effect of adoption of a new accounting standard			1.32		1.38		0.98		0.04			0.04
Basic earnings per share — net income (loss)			1.35		1.41		0.99		(1.83	)		0.05
Diluted earnings per share — net income (loss)			1.32		1.38		0.98		(1.81	)		0.04
Weighted average common shares outstanding:
	Basic		160,262,465		155,451,251		151,220,639		150,211,973			147,511,408
	Diluted		164,331,166		159,680,040		152,308,394		152,145,669			150,047,807
Selected Balance Sheet Information(5)
Cash and cash equivalents		$	324,481	$	398,423	$	279,587	$	387,513		$	273,059
Total assets			7,034,990		6,926,737		5,474,162		5,144,354			5,302,007
Total debt(6)			604,867		514,832		368,255		365,946			458,107
Stockholders’ equity			2,438,598		2,240,810		1,872,949		1,635,989			1,867,298

(1)

Includes reorganization costs of $16,276 in 2005, credit adjustment to reorganization costs of $2,896 in 2004 for previous actions and reorganization costs of $21,570, $71,135, and $41,411 in 2003, 2002 and 2001, respectively, as well as other major-program costs of $22,935, $23,363 and $43,944 in 2005, 2003 and 2002, respectively, charged to selling, general and administrative expenses, or SG&A expenses, and

$443 and $1,552 in 2003 and 2002, respectively, charged to costs of sales, which were incurred in the implementation of our broad-based reorganization plan, our comprehensive profit enhancement program and additional profit enhancement opportunities (see Note 3 to our consolidated financial statements). Fiscal 2003 also includes a charge of $20,000 related to the bankruptcy of Micro Warehouse in the United States, one of our former customers.

(2) Includes items noted in footnote (1) above as well as a loss of $8,413 on the redemption of senior subordinated notes in 2005, a gain on forward currency hedge of $23,120 in 2004 related to our Australian dollar denominated purchase of Tech Pacific and a gain on sale of available-for-sale securities of $6,535 in 2002.

(3) Includes items noted in footnotes (1) and (2) above, as well as the reversal of a deferred tax liability of $2,385, $41,078 and $70,461 in 2005, 2004 and 2003, respectively, related to the gains on sale of available-for-sale securities (see Note 8 to our consolidated financial statements).

(4) Includes items noted in footnotes (1), (2), and (3) above, as well as the cumulative effect of adoption of a new accounting standard, net of income taxes, of $280,861 in 2002 relating to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

(5) All balance sheet data are given at end of period.

(6) Includes convertible debentures, senior subordinated notes, revolving credit facilities and other long-term debt including current maturities, but excludes off-balance sheet debt of $60,000, $75,000, and $222,253 at the end of fiscal years 2003, 2002, and 2001, respectively, which amounts represent all of the undivided interests in transferred accounts receivable sold to and held by third parties as of the respective balance sheet dates.


ITEM 7.	*MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS*

Overview of Our Business


	*Sales*

We are the largest distributor of IT products and services worldwide based on revenues. We offer a broad range of IT products and services and help generate demand and create efficiencies for our customers and suppliers around the world. Prior to fiscal year 2001, we generated positive annual sales growth from expansion of our existing operations, the integration of numerous acquisitions worldwide, the addition of new product categories and suppliers, the addition of new customers, increased sales to our existing customer base, and growth in the IT products and services distribution industry in general. In 2001, our worldwide net sales declined by 18% to $25.2 billion and further declined to $22.5 billion and $22.6 billion in 2002 and 2003, respectively. These declines were primarily the result of the general decline in demand for IT products and services throughout the world, beginning in the last quarter of 2000 and continuing through most of 2003, as well as the decision of certain vendors to pursue a direct sales model, and our exit from or downsizing of certain markets in Europe and Latin America. In 2004, our net sales increased to $25.5 billion and further increased to $28.8 billion in 2005, or approximately 13% growth each year. This increase primarily reflects the improving demand environment for IT products and services in most economies worldwide as well as the additional revenue arising from the acquisitions of Nimax in June 2004, Tech Pacific in November 2004 and AVAD in July 2005. Competitive pricing pressures, the expansion of a direct sales strategy by one or more of our major vendors or a decline in the overall demand for IT products and services could, however, adversely affect the current improvements in our revenues and profitability over the near term.


	*Gross Margin*

The IT distribution industry in which we operate is characterized by narrow gross profit as a percentage of net sales (“gross margin”) and narrow income from operations as a percentage of net sales (“operating margin”). Historically, our margins have been negatively impacted by intense price competition, as well as changes in vendor terms and conditions, including, but not limited to, significant reductions in vendor rebates and incentives, tighter restrictions on our ability to return inventory to vendors, and reduced time periods qualifying for price protection. To mitigate these factors, we have implemented, and continue to refine, changes to our pricing strategies, inventory management processes, and vendor program processes. We continuously monitor and change, as appropriate, certain of the terms and conditions offered to our customers to reflect those being set by our vendors. In addition, we have pursued expansion into adjacent product markets such as AIDC/ POS and consumer electronics, which generally have higher gross margins. As a result, gross margin improved from 5.3% in 2001 to 5.5% in 2002 and has remained relatively flat through 2005. However, we expect that restrictive vendor terms and conditions and competitive pricing pressures will continue and if they worsen in the foreseeable future, may hinder our ability to maintain and/or improve our gross margins from the levels realized in recent years.


	*Selling General and Administrative Expenses or SG&A Expenses*

Our SG&A expenses, as a percentage of net sales, increased to 4.7% in 2001 and to 5.0% in 2002 primarily due to the significant decline in our net revenues during these years. As a result, we initiated a broad-based reorganization plan in June 2001, a comprehensive profit enhancement program in September 2002, and other detailed actions across all our regions to streamline operations, improve service and generate operating income improvements. In April 2005, we announced an outsourcing and optimization plan to improve operating efficiencies within the North American region and, as part of the plan, we have also restructured and consolidated other job functions within the North American region. We also substantially completed the integration of operations of our pre-existing Asia-Pacific business with Tech Pacific during the third quarter of 2005. As a result of these actions and the increase in sales levels, we reduced our SG&A expenses to 4.6% of net sales in 2003, to 4.4% of net sales in 2004 and to 4.1% of net sales in 2005. We continue to pursue and implement business process improvements and organizational changes to create

sustained cost reductions without sacrificing customer service over the long-term. Implementation of additional actions, including integration of acquisitions, in the future, if any, could result in additional costs as well as additional operating income improvements.


	*Working Capital and Debt*

The IT products and services distribution business is working capital intensive. Our business requires significant levels of working capital primarily to finance accounts receivable and inventories. We have relied heavily on debt, trade credit from vendors and accounts receivable financing programs for our working capital needs. At December 29, 2001, we had total debt of $458.1 million plus an additional $222.3 million in off-balance sheet debt from our accounts receivable financing programs, and a cash balance of $273.1 million. With our strong focus on management of working capital and cash provided by operations, by January 1, 2005, we had eliminated the $222.3 million of off-balance sheet debt from our accounts receivable financing programs, increased our cash balance by more than $125 million to $398.4 million and limited the amount of debt to $514.8 million, while funding the costs of our profit enhancement program and the acquisitions of Tech Pacific and Nimax. At December 31, 2005, our total debt increased to $604.8 million while our cash balance decreased to $324.5 million as a result of our acquisition of AVAD and increased working capital requirements to support the growth of our business.


	*Acquisition of Tech Pacific*

In November 2004, we acquired all of the outstanding shares of Tech Pacific, one of Asia-Pacific’s largest technology distributors, for cash and the assumption of debt. This acquisition provides us with a strong management and employee base with excellent execution capabilities, a history of solid operating margins and profitability, and a strong presence in the growing Asia-Pacific region.


	*Acquisition of AVAD*

In July 2005, we acquired certain assets of AVAD, the leading distributor for solution providers and custom installers serving the home automation and entertainment market in the United States, or U.S. This strategic acquisition accelerates our entry into the adjacent consumer electronics market and improves the operating margin in our North American operations.

Our Reorganization and Profit Enhancement Programs

In June 2001, we initiated a broad-based reorganization plan to streamline operations and reorganize resources to increase flexibility, improve service and generate cost savings and operational efficiencies. This program resulted in restructuring several functions, consolidation of facilities, and reductions of workforce worldwide in each of the quarters through June 2002. Total reorganization costs associated with these actions were $8.8 million and $41.4 million in 2002 and 2001, respectively.

In September 2002, we announced a comprehensive profit enhancement program, which was designed to improve operating income through enhancements in gross margin and reduction of SG&A expense. Key components of this initiative included enhancement and/or rationalization of vendor and customer programs, optimization of facilities and systems, outsourcing of certain IT infrastructure functions, geographic consolidations and administrative restructuring. For 2003 and 2002, we incurred $31.0 million and $107.9 million, respectively, of costs (or $138.9 million from inception of the program through the end of fiscal year 2003) related to this profit enhancement program, which was within our original announced estimate of $140 million. These costs consisted primarily of reorganization costs of $13.6 million and $62.4 million in 2003 and 2002, respectively, and other program implementation costs, or other major-program costs, of $17.4 million and $43.9 million charged to SG&A expenses in 2003 and 2002, respectively, and $1.6 million charged to cost of sales in 2002. We realized significant benefits from the reduction in certain SG&A expenses and from gross margin improvements as a result of our comprehensive profit enhancement program.

During 2003, we incurred incremental reorganization costs of $8.0 million and incremental other major-program costs of $6.4 million ($6.0 million charged to SG&A expenses and $0.4 million charged to cost of

sales), which were not part of the original scope of the profit enhancement program announced in September 2002. These costs primarily related to the further consolidation of our operations in the Nordic areas of Europe and a loss on the sale of a non-core German semiconductor equipment distribution business. These actions resulted in additional operating income improvements primarily in the European region.

In November 2004, we acquired all of the outstanding shares of Tech Pacific. We substantially completed the integration of the operations of our pre-existing Asia-Pacific business with Tech Pacific in the third quarter of 2005. During 2005, integration expenses incurred totaled $12.7 million, comprised of $6.7 million of reorganization costs primarily for employee termination benefits, facility exit costs and other contract termination costs for associates and facilities of Ingram Micro made redundant by the acquisition as well as $6.0 million of other costs charged to SG&A primarily for consulting, retention and other expenses related to the integration of this acquisition, which was in line with our announced estimates (see Note 3 to our consolidated financial statements).

In April 2005, we announced an outsourcing and optimization plan to improve operating efficiencies within our North American region. The plan, which is now substantially complete, included an outsourcing arrangement that moved transaction-oriented service and support functions — including certain North America positions in finance and shared services, customer service, vendor management and certain U.S. positions in technical support and inside sales (excluding field sales and management positions) — to a leading global business process outsource provider. As part of the plan, we also restructured and consolidated other job functions within the North American region. Total costs of the actions, or major-program costs, incurred in 2005 were $26.6 million ($9.7 million of reorganization costs, primarily for workforce reductions and facility exit costs, as well as $16.9 million of other costs charged to SG&A primarily for consulting, retention and other expenses), which was in line with our announced estimates (see Note 3 to our consolidated financial statements).

The following table summarizes our reorganization costs and other major-program costs for the actions we have taken in fiscal years 2005 and 2003 as discussed above (in millions). The credit balances in 2005 and 2004 represent adjustments to reorganization costs as a result of the favorable resolution of obligations relating to previous actions:


		Fiscal Year

		2005					2004					2003

		Reorganization			Other Major-		Reorganization			Other Major-		Reorganization		Other Major-
		Costs			Program Costs		Costs			Program Costs		Costs		Program Costs

North America		$	9.7		$	16.9	$	(2.2	)	$	—	$	11.2	$	17.4
Europe			(0.1	)		—		(1.0	)		—		9.2		6.4
Asia-Pacific			6.7			6.0		0.3			—		0.1		—
Latin America			—			—		—			—		1.1		—

	Total	$	16.3		$	22.9	$	(2.9	)	$	—	$	21.6	$	23.8

Our Critical Accounting Policies and Estimates

The discussions and analyses of our consolidated financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of significant contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we review and evaluate our estimates and assumptions, including, but not limited to, those that relate to accounts receivable; vendor programs; inventories; goodwill, intangible and other long-lived assets; income taxes; and contingencies and litigation. Our estimates are based on our historical experience and a variety of other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making our judgment about the carrying values of assets and liabilities that are not readily available from other sources. Although we believe our estimates, judgments

and assumptions are appropriate and reasonable based upon available information, these assessments are subject to a wide range of sensitivity, therefore, actual results could differ from these estimates.

We believe the following critical accounting policies are affected by our judgments, estimates and/or assumptions used in the preparation of our consolidated financial statements.


	•	*Accounts Receivable -* We provide allowances for doubtful accounts on our accounts receivable for estimated losses resulting from the inability of our customers to make required payments. Changes in the financial condition of our customers or other unanticipated events, which may affect their ability to make payments, could result in charges for additional allowances exceeding our expectations. Our estimates are influenced by the following considerations: the large number of customers and their dispersion across wide geographic areas; the fact that no single customer accounts for 10% or more of our net sales; a continuing credit evaluation of our customers’ financial condition; aging of receivables, individually and in the aggregate; credit insurance coverage; the value and adequacy of collateral received from our customers in certain circumstances; and our historical loss experience.

	•	*Vendor Programs -* We receive funds from vendors for price protection, product rebates, marketing/promotion, infrastructure reimbursement and meet competition programs, which are recorded as adjustments to product costs, revenue, or SG&A expenses according to the nature of the program. Some of these programs may extend over one or more quarterly reporting periods. We accrue rebates or other vendor incentives as earned based on sales of qualifying products or as services are provided in accordance with the terms of the related program. Actual rebates may vary based on volume or other sales achievement levels, which could result in an increase or reduction in the estimated amounts previously accrued. We also provide reserves for receivables on vendor programs for estimated losses resulting from vendors’ inability to pay or rejections of claims by vendors.

	•	*Inventories -* Our inventory levels are based on our projections of future demand and market conditions. Any sudden decline in demand and/or rapid product improvements and technological changes could cause us to have excess and/or obsolete inventories. On an ongoing basis, we review for estimated excess or obsolete inventories and write down our inventories to their estimated net realizable value based upon our forecasts of future demand and market conditions. If actual market conditions are less favorable than our forecasts, additional inventory write-downs may be required. Our estimates are influenced by the following considerations: protection from loss in value of inventory under our vendor agreements, our ability to return to vendors only a certain percentage of our purchases as contractually stipulated, aging of inventories, a sudden decline in demand due to an economic downturn, and rapid product improvements and technological changes.

	•	*Goodwill, Intangible Assets and Other Long-Lived Assets -* We adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”) in 2002. FAS 142 eliminated the amortization of goodwill. FAS 142 requires that after the initial impairment review upon adoption, goodwill should be reviewed at least annually thereafter. In the fourth quarters of 2005, 2004 and 2003, we performed our annual impairment tests of goodwill in North America, Europe and Asia-Pacific. The valuation methodologies included, but were not limited to, estimated net present value of the projected future cash flows of these reporting units. In connection with these tests, valuations of the individual reporting units were obtained or updated from an independent third-party valuation firm. No impairment was indicated based on these tests. However, if actual results are substantially lower than our projections underlying these valuations, or if market discount rates increase, our future valuations could be adversely affected, potentially resulting in future impairment charges.

		We also assess potential impairment of our goodwill, intangible assets and other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. The amount of an impairment loss would be recognized as the excess of the asset’s carrying value over its fair value. Factors which may cause impairment include significant changes in the manner of use of these assets, negative industry or economic trends, and significant underperformance relative to historical or projected future operating results.


	•	*Income Taxes -* As part of the process of preparing our consolidated financial statements, we estimate our income taxes in each of the taxing jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenues and expenses, for tax and financial reporting purposes. These differences may result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We are required to assess the likelihood that our deferred tax assets, which include net operating loss carryforwards and temporary differences that are expected to be deductible in future years, will be recoverable from future taxable income or other tax planning strategies. If recovery is not likely, we must provide a valuation allowance based on our estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that are ultimately realizable.

		The provision for tax liabilities involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations by various taxing authorities. In situations involving tax related uncertainties, such as our gains on sales of Softbank common stock (see Note 8 to our consolidated financial statements), we provide for tax liabilities unless we consider it probable that additional taxes will not be due. As additional information becomes available, or these uncertainties are resolved with the taxing authorities, revisions to these liabilities may be required, resulting in additional provision for or benefit from income taxes in our consolidated income statement.

		Our U.S. federal tax returns for the fiscal years 2000 and 1999 were closed in September 2004 and 2003, respectively, and certain state returns for fiscal years 2000 and 1999 were closed in the third and fourth quarters of 2004, which resolved the tax matters related to the gains on sales of Softbank common stock in 1999 and 2000 in those jurisdictions. Accordingly, we reversed the related federal and certain state deferred tax liabilities of $40.0 million and $1.1 million associated with the gains on the 2000 and 1999 sales in the third and fourth quarters of 2004, respectively, while we reversed the related federal deferred tax liability of $70.5 million associated with the gain on the 1999 sale in the third quarter of 2003, thereby reducing our income tax provisions for both years in the consolidated statement of income. In 2005, we also settled and paid tax liabilities of $1.4 million and $2.8 million associated with the gains realized in 2000 and 1999, respectively, with certain state tax jurisdictions and reversed tax liabilities of $1.0 million and $1.4 million related to gains in 2000 and 1999, respectively, for such tax jurisdictions.

	•	*Contingencies and Litigation -* There are various claims, lawsuits and pending actions against us, not otherwise noted in Item 3, and which are incidental to our operations. If a loss arising from these actions is probable and can be reasonably estimated, we record the amount of the estimated loss. If the loss is estimated using a range within which no point is more probable than another, the minimum estimated liability is recorded. Based on current available information, we believe that the ultimate resolution of these actions will not have a material adverse effect on our consolidated financial statements (see Note 10 to our consolidated financial statements). As additional information becomes available, we assess any potential liability related to these actions and may need to revise our estimates. Future revisions of our estimates could materially impact our consolidated results of operations, cash flows or financial position.

Results of Operations

The following tables set forth our net sales by geographic region (excluding intercompany sales) and the percentage of total net sales represented thereby, as well as operating income and operating margin by geographic region for each of the fiscal years indicated (in millions).


		2005				2004				2003

Net sales by geographic region:
	North America	$	12,217	42.4	%	$	11,777	46.3	%	$	10,965	48.5	%
	Europe		10,424	36.2			9,839	38.6			8,267	36.5
	Asia-Pacific		4,843	16.8			2,742	10.8			2,320	10.3
	Latin America		1,324	4.6			1,104	4.3			1,061	4.7

	Total	$	28,808	100.0	%	$	25,462	100.0	%	$	22,613	100.0	%


		2005				2004				2003

Operating income (loss) and operating margin by geographic region:
	North America	$	157.6	1.3	%	$	130.3	1.1	%	$	94.5		0.9	%
	Europe		143.4	1.4			129.8	1.3			73.2		0.9
	Asia-Pacific		39.8	0.8			9.8	0.4			(10.3	)	(0.4	)
	Latin America		21.4	1.6			13.5	1.2			(1.2	)	(0.1	)

	Total	$	362.2	1.3	%	$	283.4	1.1	%	$	156.2		0.7	%

We sell products purchased from many vendors, but generated approximately 23%, 22%, and 24% of our net sales in fiscal years 2005, 2004 and 2003, respectively, from products purchased from Hewlett-Packard Company. There were no other vendors that represented 10% or more of our net sales in each of the last three years.

The following table sets forth certain items from our consolidated statement of income as a percentage of net sales, for each of the fiscal years indicated.


		2005			2004			2003

Net sales			100.0	%		100.0	%		100.0	%
Cost of sales			94.5			94.5			94.6

Gross profit			5.5			5.5			5.4
Operating expenses:
	Selling, general and administrative		4.1			4.4			4.6
	Reorganization costs		0.1			0.0			0.1

Income from operations			1.3			1.1			0.7
Other expense, net			0.2			0.1			0.2

Income before income taxes			1.1			1.0			0.5
Provision for (benefits from) income taxes			0.3			0.2			(0.2	)

Net income			0.8	%		0.8	%		0.7	%

Results of Operations for the Years Ended December 31, 2005, January 1, 2005 and January 3, 2004

Our consolidated net sales were $28.8 billion, $25.5 billion and $22.6 billion in 2005, 2004 and 2003, respectively, representing an annual growth rate of 13% in 2005 and 2004. The overall increase in net sales from 2003 to 2005 was primarily attributable to improving demand environment for IT products and services in most economies worldwide and additional revenue arising from the acquisitions of Nimax in June 2004,

Tech Pacific in November 2004 and AVAD in July 2005. However, competitive pricing pressures, the expansion of a direct sales strategy by one or more of our major vendors, changes in terms and conditions by our vendors and/or softening of demand could adversely affect the current improvements in our revenues and profitability over the near term.

Net sales from our North American operations were $12.2 billion, $11.8 billion and $11.0 billion in 2005, 2004 and 2003, respectively. The year-over-year growth in North American net sales of 3.7% and 7.4% in 2005 and 2004, respectively, reflect the slightly improved demand for IT products and services in this region, particularly value added resellers, as well as the additional revenue arising from the acquisition of AVAD in July 2005. Net sales from our European operations were $10.4 billion, $9.8 billion and $8.3 billion in 2005, 2004 and 2003, respectively. The year-over-year growth in European net sales of 5.9% and 19.0% in 2005 and 2004, respectively, reflects increases in our market share in certain operations within Europe and improved demand for IT products and services across the region in 2005 and 2004. In 2004, the translation impact of the relatively stronger European currencies compared to 2003 resulted in an increase in revenue of approximately 11%. In 2005, the translation impact of the European currencies had a negative impact of approximately 1%. Net sales from our Asia-Pacific operations were $4.8 billion, $2.7 billion and $2.3 billion in 2005, 2004 and 2003, respectively. The year-over-year growth in Asia-Pacific net sales of 76.7% and 18.2% in 2005 and 2004, primarily reflects a full year of revenue in 2005 resulting from our acquisition of Tech Pacific compared to approximately one and one-half months of revenue in the prior year. Our continued focus on improving the operating model and profitability in this region had a tempering effect on sales growth in 2005 and 2004. Net sales from our Latin American operations were $1.3 billion, $1.1 billion and $1.1 billion in 2005, 2004 and 2003, respectively. Net sales from our Latin American operations increased 19.9% in 2005 and 4.1% in 2004, reflecting the region’s improved demand environment over the period and the strengthening of currencies in certain Latin American markets in 2005.

Despite the continued competitive environments in North America and Europe, as well as economic softness in certain countries in Europe, our gross margin has remained relatively stable at 5.5%, 5.5% and 5.4% in 2005, 2004 and 2003, respectively. This reflects our ongoing product and geographic diversification strategy, as well as strong inventory management and improvements in our Asia-Pacific and Latin America businesses, partially offset by the impact of the competitive pricing environment especially in North America and Europe. We continuously evaluate and modify our pricing policies and certain terms and conditions offered to our customers to reflect those being imposed by our vendors and general market conditions. As we continue to evaluate our existing pricing policies and make future changes, if any, we may experience tempered or negative sales growth in the near term. In addition, increased competition and any retractions or softness in economies throughout the world may hinder our ability to maintain and/or improve gross margins from the levels realized in recent periods.

Total SG&A expenses were $1.2 billion, $1.1 billion and $1.0 billion in 2005, 2004 and 2003, respectively. In 2005, SG&A increased by $74.9 million primarily due to the additions of Tech Pacific and AVAD, implementation costs associated with our outsourcing and optimization plan in North America of $16.9 million, costs associated with the integration of Tech Pacific of $6.0 million (see Note 3 to our consolidated financial statements) and increased expenses required to support the growth of our business, partially offset by our continued cost control measures and the savings realized from the North American outsourcing and optimization plan. In 2004, SG&A expenses increased by $75.8 million compared to 2003 primarily due to the translation impact of the European currencies of approximately $36 million, realignment costs of approximately $11 million associated with downsizing and relocating activities in our under-performing German-based networking unit, the addition of approximately $15 million in operating expenses related to Tech Pacific, which was acquired on November 10, 2004, and increased expenses required to support the growth of our business, partially offset by the benefits of the comprehensive profit enhancement program, the reduction of related implementation costs of $23.4 million from 2003 (see Note 3 to our consolidated financial statements) and a $20 million charge in 2003 related to the bankruptcy of Micro Warehouse in the U.S., one of our former customers. As a percentage of net sales, total SG&A expenses decreased to 4.4% in 2004 and 4.1% in 2005 compared to 4.6% in 2003, primarily due to the economies of scale from the higher level of

revenue, savings from our comprehensive profit enhancement program, other actions we have taken, and continued cost control measures.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” or FAS 123R. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, “Share-Based Payment,” which further explains FAS 123R. FAS 123R as amended requires compensation cost relating to all share-based payments to employees to be recognized in the financial statements based on their fair values and is effective for our fiscal year beginning January 1, 2006. Based on our evaluation of the requirements of FAS 123R, as well as our long-term incentive compensation strategies, we currently estimate that the adoption of FAS 123R will have an impact of approximately $30 million on our operating expenses in 2006.

As previously discussed, reorganization costs were $16.3 million and $21.6 million in 2005 and 2003, respectively, and in 2004 we had a net credit of $2.9 million relating primarily to favorable resolution of obligations related to prior actions (see Note 3 to our consolidated financial statements). We may pursue other business process or organizational changes in our business, which may result in additional charges related to consolidation of facilities, restructuring of business functions and workforce reductions in the future.

Our operating margin increased to 1.3% in 2005 from 1.1% and 0.7% in 2004 and 2003, respectively, primarily reflecting the reduction of SG&A expenses while maintaining stable gross margins during this period as discussed above. Our North American operating margin increased to 1.3% in 2005 from 1.1% in 2004 and 0.9% in 2003. The increase in operating margin for North America in 2005 compared to 2004 reflects the economies of scale from the higher volume of business, the expansion of adjacent product markets with higher margins, a broad set of margin initiatives and ongoing costs containment, partially offset by competitive pressures on pricing and reorganization and other major-program costs incurred. The increase in operating margin for North America in 2004 compared to 2003 reflects the impact of the charge related to the Micro Warehouse bankruptcy of approximately 0.2% of North America revenue in 2003, as well as economies of scale from the higher volume of business, the benefits of our comprehensive profit enhancement program and reduction of the related implementation costs, partially offset by significant competitive pressures on pricing. Reorganization and other major-program costs were approximately 0.2% of North America net sales in 2005 compared to a net benefit of less than 0.1% in 2004 and a net charge of approximately 0.3% in 2003. Our European operating margin increased to 1.4% in 2005 from 1.3% and 0.9% in 2004 and 2003, respectively. Operating margin for Europe in 2005 was positively impacted by the increase in net sales and the decrease in operating expenses, partially offset by the economic softness and competitive environment. Operating margin for Europe in 2004 and 2003 was positively impacted by improvements from our profit enhancement program and other actions we have taken, a reduction in related implementation costs, and economies of scale from the higher volume of business, partially offset by the competitive environment. Our Asia-Pacific operating margin (loss) was 0.8%, 0.4% and (0.4%) in 2005, 2004 and 2003, respectively. Operating results in the Asia-Pacific region deteriorated in 2003, largely due to higher inventory and bad debt losses in China, and intense price competition particularly in our components business, which were exacerbated by the impacts of SARS and the Gulf War on the region. The improvement in our Asia-Pacific operating margins in 2004 reflects the contribution of Tech Pacific, as well as improvements and strengthening of our operating model. The Asia-Pacific operating margins further improved in 2005 primarily due to the benefits from the successful integration of Tech Pacific, partially offset by the integration costs incurred (approximately 0.3% of Asia-Pacific net sales). We believe the addition of Tech Pacific and continued process improvements will improve profitability over the long-term. Our Latin American operating margin (loss) was 1.6% in 2005 compared to 1.2% in 2004 and (0.1%) in 2003. Strengthening of our business processes in Latin America during 2005 and 2004 positively impacted operating margin in this region. The negative operating margin in 2003 was primarily attributable to the market softness and competitive pricing pressures in the region as well as higher bad debt expense and inventory related issues.

Other expense (income) consisted primarily of interest, losses on sales of receivables under our accounts receivable financing facilities, foreign currency exchange gains and losses, and other non-operating gains and losses. We incurred net other expense of $60.2 million, or 0.2% as a percentage of net sales, in 2005 compared to $20.1 million, or 0.1% as a percentage of net sales, in 2004 and $40.4 million, or 0.2% as a percentage of net

sales, in 2003. The increase in 2005 compared to 2004 primarily reflects a foreign-exchange gain of $23.1 million on a forward currency exchange contract related to our Australian dollar-denominated purchase of Tech Pacific in 2004, a loss of $8.4 million on the redemption of the senior subordinated notes and related interest-rate swap agreements in 2005, increased net debt levels primarily associated with the acquisitions of Tech Pacific and AVAD, and higher interest rates, partially offset by a decrease in losses on sales of receivables under our accounts receivable-based financing facilities. The decrease in 2004 compared to 2003 primarily reflects the foreign-exchange gain of $23.1 million in 2004.

Our provision for income taxes in 2005 and 2004 was $85.0 million and $43.4 million, respectively, compared to a benefit from income taxes of $33.4 million in 2003. Our provisions included benefits of $2.4 million, $41.1 million and $70.5 million in 2005, 2004 and 2003, respectively for the reversal of previously accrued federal and state income taxes relating to the gains realized on the sale of Softbank common stock in 2000 and 1999 (see Note 8 to our consolidated financial statements). Our effective tax provision rate in 2005 and 2004 was 28% and 16%, respectively, compared to an effective tax benefit rate of 29% in 2003. The changes in our effective tax rate are primarily attributable to these reversals of the previously accrued U.S. federal and certain state income taxes in 2004 and 2003, as well as changes in the proportion of income earned within the various taxing jurisdictions and our ongoing tax strategies.

Quarterly Data; Seasonality

Our quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of various factors as more fully described in Item 1A. “Risk Factors.”

The following table sets forth certain unaudited quarterly historical financial data for each of the eight quarters in the two years ended December 31, 2005. This unaudited quarterly information has been prepared on the same basis as the annual information presented elsewhere herein and, in our opinion, includes all adjustments necessary for a fair statement of the selected quarterly information. This information should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The operating results for any quarter shown are not necessarily indicative of results for any future period.


									Income				Diluted
							Income		Before				Earnings
			Net		Gross		From		Income		Net		Per
			Sales		Profit		Operations		Taxes		Income		Share

			(In millions, except per share data)
Fiscal Year Ended December 31, 2005
	Thirteen Weeks Ended:(1)
		April 2, 2005	$	7,052.0	$	379.5	$	76.2	$	61.5	$	42.4	$	0.26
		July 2, 2005		6,840.5		367.5		71.3		57.2		41.7		0.26
		October 1, 2005		6,959.3		381.8		82.9		62.3		48.4		0.29
		December 31, 2005		7,956.5		446.2		131.7		120.9		84.4		0.51
Fiscal Year Ended January 1, 2005
	Thirteen Weeks Ended:(2)
		April 3, 2004	$	6,275.6	$	341.4	$	66.6	$	55.2	$	37.6	$	0.24
		July 3, 2004		5,716.6		311.4		47.9		38.0		25.9		0.16
		October 2, 2004		6,016.4		329.6		60.2		54.9		77.3		0.49
		January 1, 2005		7,453.4		419.5		108.7		115.2		79.2		0.48

(1)

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

$8.4 million. The fourth quarter also includes the reversal of Softbank deferred tax liability of $0.2 million.

(2)

Includes impact of charges related to reorganization costs and adjustments (credits) related to previous restructuring actions as follows (pre-tax): first quarter, $0.1 million; second quarter, $0.1 million; third quarter, $(2.7) million; fourth quarter, $(0.4) million. The third quarter also includes a foreign-exchange gain of $4.3 million related to the acquisition of Tech Pacific in Asia-Pacific and the reversal of Softbank deferred tax liability of $40.0 million. The fourth quarter also includes a foreign-exchange gain of $18.8 million related to the acquisition of Tech Pacific in Asia-Pacific and the reversal of Softbank deferred tax liability of $1.1 million.

Liquidity and Capital Resources


	*Cash Flows*

We have financed our growth and cash needs largely through income from operations, borrowings under revolving credit and other facilities, sales of accounts receivable through established accounts receivable financing facilities, trade and supplier credit and proceeds from senior subordinated notes issued in 2001. The following is a detailed discussion of our cash flows for the years ended December 31, 2005, January 1, 2005 and January 3, 2004.

Our cash and cash equivalents totaled $324.5 million and $398.4 million at December 31, 2005 and at January 1, 2005, respectively.

Net cash provided by operating activities was $8.2 million and $360.9 million in 2005 and 2004, respectively, compared to net cash used by operating activities of $94.8 million in 2003. The net cash provided by operating activities in 2005 principally reflects our net earnings and reduction of other current assets, partially offset by a decrease in accrued expenses and an increase in our working capital. The reduction of other current assets and accrued expenses primarily relates to the settlement of a currency interest-rate swap and related collateral deposits. The increase in working capital largely reflects the growth of our business in 2005 and a decrease in days of accounts payable outstanding at the end of 2005 compared to the end of 2004. The net cash provided by operating activities in 2004 was primarily due to net income and a net decrease in working capital, which reflects our continued focus on working capital management. The net cash used by operating activities in 2003 principally reflects an increase in inventory and a decrease in accrued expenses, partially offset by net income and a decrease in accounts receivable. The increase in inventory largely reflects increased inventory-stocking levels in response to improved demand, and purchases for strategic growth areas. The reduction of accrued expenses primarily relates to the settlement of a currency interest rate swap in the first quarter of 2003 and payments of profit enhancement program costs. The decrease in accounts receivable reflects strong working capital management during the year. Our debt levels may increase and/or our cash balance may decrease if we experience an increase in our working capital days or if we experience significant sales growth.

Net cash used by investing activities was $179.4 million, $411.5 million and $36.9 million in 2005, 2004 and 2003, respectively. The net cash used by investing activities in 2005 and 2004 was primarily due to business acquisitions of $140.6 million and $402.2 million, respectively, and capital expenditures of $38.8 million and $37.0 million, respectively. The net cash used by investing activities in 2003 was primarily due to capital expenditures of $35.0 million. Our relatively flat capital expenditures over the period from 2003 to 2005 reflects the benefits of our previous profit enhancement program which has enabled us to streamline operations and optimize facilities as well as our decision to outsource certain IT infrastructure functions which have reduced our capital requirements. We presently expect our capital expenditures to be approximately $50 million in 2006.

Net cash provided by financing activities was $120.4 million, $149.5 million and $9.3 million in 2005, 2004 and 2003, respectively. The net cash provided by financing activities in 2005 primarily reflects the net proceeds from our debt facilities of $305.8 million and proceeds from exercise of stock options of $49.3 million, partially offset by the redemption of our senior subordinated notes of $205.8 million. The

increase in debt in 2005 primarily reflects higher financing needs as a result of higher volume of business and the acquisition of AVAD. The net cash provided by financing activities in 2004 primarily reflects proceeds received from the exercise of stock options of $84.5 million and an increase in book overdrafts of $77.7 million. The net cash provided by financing activities in 2003 primarily reflects proceeds received from the exercise of stock options of $10.3 million.


	*Acquisitions*

We account for all acquisitions after June 30, 2001 in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” The results of operations of these businesses have been consolidated with our results of operations beginning on their acquisition dates.

In July 2005, we acquired certain net assets of AVAD, the leading distributor for solution providers and custom installers serving the home automation and entertainment market in the U.S. This strategic acquisition accelerated our entry into the adjacent consumer electronics market and has improved operating margin in our North American operations. AVAD was acquired for an initial purchase price of $136.4 million. The purchase agreement also requires us to pay the seller earn-out payments of up to $80 million over the next three years, if certain performance levels are achieved, and additional payments of up to $100 million are possible in 2010, if extraordinary performance levels are achieved over the five-year period from the date of acquisition. Such payment, if any, will be recorded as an adjustment to the initial purchase price. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values on the transaction date, resulting in the recording of $47.6 million of goodwill, $24.2 million of trademarks with indefinite lives and $28.7 million of vendor relationships and other amortizable intangible assets with average estimated useful lives of approximately 10 years. In December 2005, we recorded a payable of $30.0 million to the sellers for the initial earn-out in accordance with the provisions of the purchase agreement, resulting in an increase of goodwill for the same amount (see Note 4 to our consolidated financial statements).

During 2005, we also acquired the remaining shares of stock held by minority shareholders of our subsidiaries in New Zealand and India. The total purchase price for these acquisitions consisted of cash payments of $0.6 million, resulting in the recording of approximately the same amount of goodwill in Asia-Pacific.

In November 2004, we acquired all of the outstanding shares of Tech Pacific, one of Asia-Pacific’s largest technology distributors, for 730 million Australian dollars (approximately $554 million at closing date) for cash and the assumption of debt. The purchase price has been allocated to the assets acquired and liabilities assumed based on estimated fair values on the transaction date, resulting in the recording of $308.5 million of goodwill and identifiable intangible assets consisting of customer and vendor relationships of $36.0 million with an estimated useful life of approximately 6 years. During 2005, we made an adjustment to Tech Pacific’s purchase price allocation. This adjustment reflected additional liabilities of $3.4 million for costs associated with the reductions of Tech Pacific’s workforce and closure and consolidation of Tech Pacific facilities, which were made redundant by the acquisition. This adjustment resulted in an increase of goodwill for that same amount (see Note 4 to our consolidated financial statements).

In July 2004, we acquired substantially all of the assets and assumed certain liabilities of Nimax, a privately-held distributor of automatic identification and data capture and point-of-sale solutions. The purchase price, consisting of a cash payment of $8.7 million in 2004 and $1.0 million payable on or before October 31, 2006, was allocated to the assets acquired and liabilities assumed based on estimated fair values on the transaction date, resulting in the recording of $0.9 million of other amortizable intangible assets primarily related to customer and vendor relationships. No goodwill was recorded in this transaction. In addition to the initial cash payment, the purchase agreement requires us to pay the seller up to $6 million at the end of two years, based on a specified earn-out formula, which will be recorded as an adjustment to the purchase price, if paid.


	*Capital Resources*

We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities, supplemented as necessary with funds available under our credit arrangements, will provide sufficient resources to meet our present and future working capital and cash requirements for at least the next twelve months.


	On-Balance Sheet Capital Resources

On July 29, 2004, we entered into a revolving accounts receivable-based financing program in the U.S., which provides for up to $500 million in borrowing capacity secured by substantially all U.S.-based receivables. At our option, the program may be increased to as much as $600 million at any time prior to July 29, 2006. The interest rate on this facility is dependent on the designated commercial paper rates plus a predetermined margin. This facility expires on March 31, 2008. At December 31, 2005 and January 1, 2005, we had borrowings of $304.3 million and $0, respectively, under our revolving accounts receivable-based financing program.

At December 31, 2005, we have a trade accounts receivable-based financing program in Canada, which matures on August 31, 2008 and provides for borrowing capacity up to 150 million Canadian dollars, or approximately $129 million. The interest rate on this facility is dependent on the designated commercial paper rates plus a predetermined margin at the drawdown date. At December 31, 2005 and January 1, 2005, we had borrowings of $38.7 million and $0, respectively, under this trade accounts receivable-based financing program.

In June 2002, we entered into a three-year European revolving trade accounts receivable backed financing facility supported by the trade accounts receivable of a subsidiary in Europe for Euro 107 million, or approximately $126 million at December 31, 2005, with a financial institution that has an arrangement with a related issuer of third-party commercial paper. On July 1, 2005, we extended this facility under the same terms and conditions for another two years. In January 2004, we entered into another three-year European revolving trade accounts receivable-backed financing facility supported by the trade accounts receivable of another subsidiary in Europe for Euro 230 million, or approximately $271 million at December 31, 2005, with the same financial institution and related issuer of third-party commercial paper. On January 13, 2006, we extended this facility under the same terms and conditions for another three years. Both of these European facilities require certain commitment fees and borrowings under both facilities incur financing costs at rates indexed to EURIBOR. At December 31, 2005 and January 1, 2005, we had no borrowings under these European revolving trade accounts receivable-backed financing facilities.

In November 2004, we assumed from Tech Pacific a multi-currency revolving trade accounts receivable-backed financing facility in Asia-Pacific supported by the trade accounts receivable of two subsidiaries in the region for 200 million Australian dollars (increased to 250 million Australian dollars in April 2005, or approximately $183 million at December 31, 2005), with a financial institution that has an arrangement with a related issuer of third-party commercial paper that expires in June 2008. The interest rate is dependent upon the currency in which the drawing is made and is related to the local short-term bank indicator rate for such currency. This facility has no fixed repayment terms prior to maturity. At December 31, 2005 and January 1, 2005, we had borrowings of $112.6 million and $132.3 million, respectively, under this facility.

Our ability to access financing under our North American, European and Asia-Pacific facilities is dependent upon the level of eligible trade accounts receivable and the level of market demand for commercial paper. At December 31, 2005, our actual aggregate available capacity under these programs was approximately $962 million based on eligible accounts receivable, of which approximately $455.6 million of such capacity was outstanding. We could, however, lose access to all or part of our financing under these facilities under certain circumstances, including: (a) a reduction in credit ratings of the third-party issuer of commercial paper or the back-up liquidity providers, if not replaced or (b) failure to meet certain defined eligibility criteria for the trade accounts receivable, such as receivables must be assignable and free of liens and dispute or set-off rights. In addition, in certain situations, we could lose access to all or part of our financing with respect to the January 2004 European facility as a result of the rescission of our authorization to

collect the receivables by the relevant supplier under applicable local law. Based on our assessment of the duration of these programs, the history and strength of the financial partners involved, other historical data, various remedies available to us under these programs, and the remoteness of such contingencies, we believe that it is unlikely that any of these risks will materialize in the near term.

In July 2005, we terminated our $150 million revolving senior unsecured credit facility with a bank syndicate that was scheduled to expire in December 2005. On the same day, we entered into a new three-year $175 million revolving senior unsecured credit facility with a new bank syndicate. The interest rate on the new revolving senior unsecured credit facility is based on LIBOR, plus a predetermined margin that is based on our debt ratings and our leverage ratio. At December 31, 2005 and January 1, 2005, we had no borrowings under the current and the former credit facility, respectively. The current and the former credit facility can also be used to support letters of credit. At December 31, 2005 and January 1, 2005, letters of credit totaling $21.2 million and $24.3 million, respectively, were issued to certain vendors and financial institutions to support purchases by our subsidiaries, payment of insurance premiums and flooring arrangements. Our available capacity under the current agreement is reduced by the amount of any issued and outstanding letters of credit.

In December 2005, our 80 million Australian dollars multi-currency secured revolving loan facility matured. On the same day, we entered into a new three-year 100 million Australian dollars, or approximately $73 million at December 31, 2005, senior unsecured credit facility with a bank syndicate. The interest rate on the new revolving senior unsecured credit facility is based on Australian or New Zealand LIBOR, depending on the funding currency, plus a predetermined margin that is based on our debt ratings and our leverage ratio. At December 31, 2005 and January 1, 2005, we had borrowings of $14.4 million under the current facility and $0 borrowings under the former credit facility, respectively. The current and the former credit facility can also be used to support letters of credit. At December 31, 2005 and January 1, 2005, letters of credit totaling $0 and $24.1 million, respectively, were issued to certain financial institutions to support purchases by our subsidiaries or local borrowings made available to certain of our subsidiaries in the Asia-Pacific region. Our available capacity under the current agreement is reduced by the amount of any issued and outstanding letters of credit.

On August 16, 2001, we sold $200 million of 9.875% senior subordinated notes due 2008 at an issue price of 99.382%, resulting in net cash proceeds of approximately $195.1 million, net of issuance costs of approximately $3.7 million. Interest on the notes was payable semi-annually in arrears on each February 15 and August 15. On the same date, we also entered into interest-rate swap agreements with two financial institutions, the effect of which was to swap our fixed-rate obligation on our senior subordinated notes for a floating rate obligation equal to 90-day LIBOR plus 4.260%. At January 1, 2005, the marked-to-market value of the interest-rate swap amounted to $14.5 million and was recorded in other assets with an offsetting adjustment to the hedged debt, bringing the total carrying value of the senior subordinated notes to $213.9 million at January 1, 2005.

On August 15, 2005, we redeemed all of our outstanding $200 million of 9.875% senior subordinated notes due 2008 in accordance with the terms of our indenture. The notes were redeemed at a redemption price of 104.938% of the principal amount of each note, plus accrued but unpaid interest. Concurrently with the redemption of the notes, we terminated our position under the interest-rate swap agreements. These actions resulted in an aggregate loss of approximately $8.4 million consisting of a loss of $9.9 million on the redemption of the senior subordinated notes and $2.6 million on the write-off of the remaining unamortized debt issuance and discount costs; partially offset by the gains of $4.1 million on the settlement of the interest-rate swap agreements. The redemption of the notes was financed through our existing borrowing capacity and cash.

We also have additional lines of credit, short-term overdraft facilities and other credit facilities with various financial institutions worldwide, which provide for borrowing capacity aggregating approximately $593 million at December 31, 2005. Most of these arrangements are on an uncommitted basis and are reviewed periodically for renewal. At December 31, 2005 and January 1, 2005, we had approximately $134.8 million and $168.6 million, respectively, outstanding under these facilities. At December 31, 2005 and January 1, 2005, letters of credit totaling approximately $53.4 million and $30.5 million, respectively, were

issued principally to certain vendors to support purchases by our subsidiaries. The issuance of these letters of credit reduces our available capacity under these agreements by the same amount. The weighted average interest rate on the outstanding borrowings under these facilities was 6.1% and 5.0% per annum at December 31, 2005 and January 1, 2005, respectively.


	Off-Balance Sheet Capital Resources

We have a revolving trade accounts receivable-based facility in Europe, which provides up to approximately $209 million of additional financing capacity. This facility expires in 2007. At December 31, 2005 and January 1, 2005, we had no trade accounts receivable sold to and held by third parties under our European program. Our financing capacity under the European program is dependent upon the level of our trade accounts receivable eligible to be transferred or sold into the accounts receivable financing program. At December 31, 2005, our actual aggregate capacity under this program, based on eligible accounts receivable, was approximately $207 million. We believe that there are sufficient eligible trade accounts receivable to support our anticipated financing needs under the remaining European accounts receivable financing program.


	*Covenant Compliance*

We are required to comply with certain financial covenants under some of our on-balance sheet financing facilities, as well as our European off-balance sheet accounts receivable-based factoring facility, including minimum tangible net worth, restrictions on funded debt and interest coverage and trade accounts receivable portfolio performance covenants, including metrics related to receivables and payables. We are also restricted in the amount of additional indebtedness we can incur, dividends we can pay, as well as the amount of common stock that we can repurchase annually. At December 31, 2005, we were in compliance with all covenants or other material requirements set forth in our accounts receivable financing programs and credit agreements or other agreements with our creditors discussed above.

As is customary in trade accounts receivable-based financing arrangements, a reduction in credit ratings of the third-party issuer of commercial paper or a back-up liquidity provider (which provides a source of funding if the commercial paper market cannot be accessed) could result in an adverse change in, or loss of, our financing capacity under these programs if the commercial paper issuer and/or liquidity back-up provider is not replaced. Loss of such financing capacity could have a material adverse effect on our financial condition, results of operations and liquidity. However, based on our assessment of the duration of these programs, the history and strength of the financial partners involved, other historical data, and the remoteness of such contingencies, we believe it is unlikely that any of these risks will materialize in the near term.


	*Contractual Obligations*

The following summarizes our financing capacity and contractual obligations at December 31, 2005 (in millions), and the effect of scheduled payments on such obligations are expected to have on our liquidity and cash flows in future periods. The amounts do not include interest, substantially all of which is incurred at variable rates.


						Payments Due by Period

		Total		Balance		Less Than		1-3		3-5		After
Contractual Obligations		Capacity		Outstanding		1 Year		Years		Years		5 Years

North American revolving accounts receivable-based financing facilities(1)		$	629.0	$	343.0	$	—	$	343.0	$	—	$	—
European revolving trade accounts receivable-backed financing facilities(1)			397.0		—		—		—		—		—
Asia-Pacific revolving trade accounts receivable-backed financing facilities(1)			183.0		112.6		—		112.6		—		—
Revolving senior unsecured credit facilities(2)			248.0		14.4		14.4		—		—		—
Bank overdrafts and other(3)			593.0		134.8		134.8		—		—		—

	Subtotal		2,050.0		604.8		149.2		455.6		—		—
European accounts receivable financing programs(4)			209.0		—		—		—		—		—
Minimum payments under operating leases and IT and business process outsourcing agreements(5)			433.7		433.7		87.2		151.0		113.9		81.6

Total		$	2,692.7	$	1,038.5	$	236.4	$	606.6	$	113.9	$	81.6


(1)	The capacity amount in the table above represents the maximum capacity available under these facilities. Our actual capacity is dependent upon the actual amount of eligible trade accounts receivable that may be used to support these facilities. As of December 31, 2005, our actual aggregate capacity under these programs based on eligible accounts receivable was approximately $962 million (see Note 7 to our consolidated financial statements).

(2)	The capacity amount in the table above represents the maximum capacity available under these facilities. These facilities can also be used to support letters of credit. At December 31, 2005, letters of credit totaling $21.2 million were issued to certain vendors to support purchases by our subsidiaries and to certain financial institutions to support banking lines for certain subsidiaries, or local borrowings from banks made available to certain of our subsidiaries. The issuance of these letters of credit reduces our available capacity by the same amount.

(3)	Certain of these programs can also be used to support letters of credit. At December 31, 2005, letters of credit totaling approximately $53.4 million were issued to certain vendors to support purchases by our subsidiaries. The issuance of these letters of credit also reduces our available capacity by the same amount.

(4)	The total capacity amount in the table above represents the maximum capacity available under these programs. Our actual capacity is dependent upon the actual amount of eligible trade accounts receivable that may be transferred or sold into these programs. As of December 31, 2005, our actual aggregate capacity under these programs based on eligible accounts receivable was approximately $207 million.

(5)	In December 2002, we entered into an agreement with a third-party provider of IT outsourcing services. The services to be provided include mainframe, major server, desktop and enterprise storage operations, wide-area and local-area network support and engineering; systems management services; help desk

services; and worldwide voice/ PBX. This agreement expires in December 2009, but is cancelable at our option subject to payment of termination fees. In September 2005, we entered into an agreement with a leading global business process outsource service provider. The services to be provided include selected North America positions in finance and shared services, customer service, vendor management and selected U.S. positions in technical support and inside sales (excluding field sales and management positions). This agreement expires in September 2010, but is cancelable at our option subject to payment of termination fees. Additionally, we lease the majority of our facilities and certain equipment under noncancelable operating leases. Renewal and purchase options at fair values exist for a substantial portion of the leases. Amounts in this table represent future minimum payments on operating leases that have remaining noncancelable lease terms in excess of one year as well as under the IT and business process outsourcing agreements.

Our employee benefit plans permit eligible employees to make contributions up to certain limits, which are matched by us at stipulated percentages. Because our commitment under these plans is not a fixed amount, they have not been included in the contractual obligations table.


	*Other Matters*

In December 1998, we purchased 2,972,400 shares of common stock of Softbank for approximately $50.3 million. During December 1999, we sold approximately 35% of our original investment in Softbank common stock for approximately $230.1 million, resulting in a pre-tax gain of approximately $201.3 million, net of expenses. In January 2000, we sold an additional approximately 15% of our original holdings in Softbank common stock for approximately $119.2 million, resulting in a pre-tax gain of approximately $111.5 million, net of expenses. In March 2002, we sold our remaining shares of Softbank common stock for approximately $31.8 million, resulting in a pre-tax gain of $6.5 million, net of expenses. We generally used the proceeds from these sales to reduce existing indebtedness. The realized gains, net of expenses, associated with the sales of Softbank common stock in March 2002, January 2000 and December 1999 totaled $4.1 million, $69.4 million and $125.2 million, respectively, net of deferred taxes of $2.4 million, $42.1 million and $76.1 million, respectively (see Note 8 to our consolidated financial statements).

The Softbank common stock was sold in the public market by certain of our foreign subsidiaries, which are located in a low-tax jurisdiction. At the time of each sale, we concluded that U.S. taxes were not currently payable on the gains based on our internal assessment and opinions received from our outside advisors. However, in situations involving uncertainties in the interpretation of complex tax regulations by various taxing authorities, we provide for tax liabilities unless we consider it probable that these taxes will not be due. The level of opinions received from our outside advisors and our internal assessment did not allow us to reach that conclusion on this matter and the deferred taxes were provided accordingly. Our U.S. federal tax returns were closed in September 2004 and 2003 for the fiscal years 2000 and 1999, respectively, and certain state returns for fiscal years 2000 and 1999 were closed in the third and fourth quarters of 2004, which resolved these matters for tax purposes in those jurisdictions. Accordingly, we reversed the related federal and certain state deferred tax liabilities of $40.0 million and $1.1 million associated with the gains on the 2000 and 1999 sales in the third and fourth quarters of 2004, respectively, while we reversed the related federal deferred tax liability of $70.5 million associated with the gain on the 1999 sale in the third quarter of 2003, thereby reducing our income tax provisions for both years in the consolidated statement of income. In 2005, we had settled and paid the tax liabilities of $1.4 million and $2.8 million associated with the gains realized in 2000 and 1999, respectively, with certain state tax jurisdictions and favorably resolved and reversed tax liabilities of $1.0 million and $1.4 million related to tax years 2000 and 1999, respectively, for such tax jurisdictions. Although we review our assessments of the remaining tax liability on a regular basis, at December 31, 2005, we cannot currently determine when the remaining tax liabilities of $2.5 million ($2.7 million including estimated interest) related to these gains will be finally resolved with the taxing authorities, or if the taxes will ultimately be paid. As a result, we continue to provide for these tax liabilities. If we are successful in obtaining a favorable resolution of this matter, our tax provision would be reduced to reflect the elimination of some or all of these deferred tax liabilities. However, in the event of an unfavorable resolution, we believe that we will be able to fund any such taxes that may be assessed on this matter with our available sources of liquidity. The

U.S. Internal Revenue Service is in the process of examining our federal tax returns for fiscal years 2001 to 2003.

Transactions with Related Parties

In 2005, we have loans receivable from certain of our non-executive associates. These loans, individually ranging up to $0.3 million, have interest rates ranging from 2.84% to 6.23% per annum and are payable up to six years. Loans to executive officers, unless granted prior to their election to such position, were granted and approved by the Human Resources Committee of our Board of Directors prior to July 30, 2002, the effective date of the Sarbanes-Oxley Act of 2002. No material modification or renewals to these loans to executive officers have been made since that date or subsequent to the employee’s election as an executive officer, if later. At December 31, 2005 and January 1, 2005, our employee loans receivable balance was $0.6 million and $0.5 million, respectively.

In July 2005, we assumed from AVAD agreements with certain representative companies owned by the former owners of AVAD, who are now employed with us. These include agreements with two of the representative companies to sell products on our behalf for a commission. In fiscal 2005, total sales generated by these companies were approximately $8.2 million, resulting in our recording of a commission expense of approximately $0.2 million. In addition, we also assumed an operating lease agreement for a facility in Taunton, Massachusetts owned by the former owners of AVAD with an annual rental expense of approximately $0.2 million up to January 2024. In fiscal 2005, rent expense under this lease was approximately $0.1 million.

New Accounting Standards

Refer to Note 2 to consolidated financial statements for the discussion of new accounting standards.

Market Risk

We are exposed to the impact of foreign currency fluctuations and interest rate changes due to our international sales and global funding. In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in the value of foreign currencies and interest rates using a variety of financial instruments. It is our policy to utilize financial instruments to reduce risks where internal netting cannot be effectively employed. It is our policy not to enter into foreign currency or interest rate transactions for speculative purposes.

Our foreign currency risk management objective is to protect our earnings and cash flows resulting from sales, purchases and other transactions from the adverse impact of exchange rate movements. Foreign exchange risk is managed by using forward contracts to offset exchange risk associated with receivables and payables. By policy, we maintain hedge coverage between minimum and maximum percentages. Currency interest rate swaps are used to hedge foreign currency denominated principal and interest payments related to intercompany and third-party loans. During 2005, hedged transactions were denominated in U.S. dollars, Canadian dollars, euros, pounds sterling, Danish krone, Hungarian forint, Norwegian kroner, Swedish krona, Swiss francs, Australian dollars, Indian rupees, Malaysian ringit, New Zealand dollars, Singaporean dollars, Thai baht, Brazilian reais, Chilean peso and Mexican peso.

We are exposed to changes in interest rates primarily as a result of our long-term debt used to maintain liquidity and finance working capital, capital expenditures and business expansion. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we use a combination of fixed- and variable-rate debt and interest rate swaps. As of December 31, 2005 and January 1, 2005, substantially all of our outstanding debt had variable interest rates.

Market Risk Management

Foreign exchange and interest rate risk and related derivatives used are monitored using a variety of techniques including a review of market value, sensitivity analysis and Value-at-Risk (“VaR”). The VaR model determines the maximum potential loss in the fair value of market-sensitive financial instruments assuming a one-day holding period. The VaR model estimates were made assuming normal market conditions and a 95% confidence level. There are various modeling techniques that can be used in the VaR computation. Our computations are based on interrelationships between currencies and interest rates (a “variance/co-variance” technique). The model includes all of our forwards, cross-currency and other interest rate swaps, fixed-rate debt and nonfunctional currency denominated cash and debt (i.e., our market-sensitive derivative and other financial instruments as defined by the SEC). The accounts receivable and accounts payable denominated in foreign currencies, which certain of these instruments are intended to hedge, were excluded from the model.

The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by us, nor does it consider the potential effect of favorable changes in market rates. It also does not represent the maximum possible loss that may occur. Actual future gains and losses will likely differ from those estimated because of changes or differences in market rates and interrelationships, hedging instruments and hedge percentages, timing and other factors.

The following table sets forth the estimated maximum potential one-day loss in fair value, calculated using the VaR model (in millions). We believe that the hypothetical loss in fair value of our derivatives would be offset by gains in the value of the underlying transactions being hedged.


	Interest Rate		Currency Sensitive
	Sensitive Financial		Financial		Combined
	Instruments		Instruments		Portfolio

VaR as of December 31, 2005	$	6.5	$	0.2	$	4.9
VaR as of January 1, 2005		8.7		0.4		6.5


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

Information concerning quantitative and qualitative disclosures about market risk is included under the captions “Market Risk” and “Market Risk Management” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K.


ITEM 8.	*FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA*

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page

Consolidated Balance Sheet		41
Consolidated Statement of Income		42
Consolidated Statement of Stockholders’ Equity		43
Consolidated Statement of Cash Flows		44
Notes to Consolidated Financial Statements		45
Schedule II — Valuation and Qualifying Accounts		71
Report of Independent Registered Public Accounting Firm		72

INGRAM MICRO INC.

CONSOLIDATED BALANCE SHEET


				Fiscal Year End

				2005			2004

				(Dollars in 000s,
				except share data)
ASSETS
	Current assets:
		Cash and cash equivalents		$	324,481		$	398,423
		Trade accounts receivable (less allowances of $81,831 and $93,465)			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 assets				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

	Commitments and contingencies (Note 10)
	Stockholders’ equity:
		Preferred Stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding			—			—
		Class A Common Stock, $0.01 par value, 500,000,000 shares authorized; 162,366,283 and 158,737,898 shares issued and outstanding in 2005 and 2004, respectively			1,624			1,587
		Class B Common Stock, $0.01 par value, 135,000,000 shares authorized; no shares issued and outstanding			—			—
		Additional paid-in capital			874,984			817,378
		Retained earnings			1,538,761			1,321,855
		Accumulated other comprehensive income			23,324			99,990
		Unearned compensation			(95	)		—

			Total stockholders’ equity		2,438,598			2,240,810

			Total liabilities and stockholders’ equity	$	7,034,990		$	6,926,737

See accompanying notes to these consolidated financial statements.

INGRAM MICRO INC.

CONSOLIDATED STATEMENT OF INCOME


		Fiscal Year

		2005			2004			2003

		(Dollars in 000s, except per share data)
Net sales		$	28,808,312		$	25,462,071		$	22,613,017
Cost of sales			27,233,334			24,060,029			21,389,529

Gross profit			1,574,978			1,402,042			1,223,488

Operating expenses:
	Selling, general and administrative		1,196,516			1,121,571			1,045,725
	Reorganization costs		16,276			(2,896	)		21,570

			1,212,792			1,118,675			1,067,295

Income from operations			362,186			283,367			156,193

Other expense (income):
	Interest income		(4,249	)		(7,354	)		(9,933	)
	Interest expense		48,957			37,509			33,447
	Losses on sales of receivables		1,552			5,015			10,206
	Net foreign exchange loss (gain)		961			(19,501	)		3,695
	Loss on redemption of senior subordinated notes		8,413			—			—
	Other		4,615			4,422			2,984

			60,249			20,091			40,399

Income before income taxes			301,937			263,276			115,794
Provision for (benefit from) income taxes			85,031			43,375			(33,407	)

Net income		$	216,906		$	219,901		$	149,201

Basic earnings per share		$	1.35		$	1.41		$	0.99

Diluted earnings per share		$	1.32		$	1.38		$	0.98

See accompanying notes to these consolidated financial statements.

INGRAM MICRO INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY


								Accumulated
								Other
	Common		Additional					Comprehensive
	Stock		Paid-In			Retained		Income			Unearned
	Class A		Capital			Earnings		(Loss)			Compensation			Total

	(Dollars in 000s)
December 28, 2002	$	1,508	$	707,689		$	952,753	$	(25,548	)	$	(413	)	$	1,635,989
Stock options exercised		11		10,251											10,262
Income tax benefit from exercise of stock options				1,151											1,151
Grant of restricted Class A Common Stock				460								(460	)		—
Issuance of Class A Common Stock related to Employee Stock Purchase Plan		1		474											475
Stock-based compensation expense				785								726			1,511
Comprehensive income							149,201		74,360						223,561

January 3, 2004		1,520		720,810			1,101,954		48,812			(147	)		1,872,949
Stock options exercised		66		84,452											84,518
Income tax benefit from exercise of stock options				10,099											10,099
Grant of restricted Class A Common Stock				589								(589	)		—
Issuance of Class A Common Stock related to Employee Stock Purchase Plan		1		757											758
Stock-based compensation expense				935								736			1,671
Surrender of restricted Class A Common Stock associated with payment of withholding tax				(264	)										(264	)
Comprehensive income							219,901		51,178						271,079

January 1, 2005		1,587		817,378			1,321,855		99,990			—			2,240,810
Stock options exercised		36		49,240											49,276
Income tax benefit from exercise of stock options				6,584											6,584
Grant of restricted Class A Common Stock and stock units		1		1,031								(1,032	)		—
Stock-based compensation expense				751								937			1,688
Comprehensive income							216,906		(76,666	)					140,240

December 31, 2005	$	1,624	$	874,984		$	1,538,761	$	23,324		$	(95	)	$	2,438,598

See accompanying notes to these consolidated financial statements.

INGRAM MICRO INC.

CONSOLIDATED STATEMENT OF CASH FLOWS


				Fiscal Year

				2005			2004			2003

				(Dollars in 000s)
Cash flows from operating activities:
	Net income			$	216,906		$	219,901		$	149,201
	Adjustments to reconcile net income to cash provided (used) by operating activities:
		Depreciation and amortization			64,338			57,657			78,519
		Gain on forward currency exchange contract			—			(23,120	)		—
		Noncash gains on disposals of property and equipment and investments			—			—			(980	)
		Loss on sale of a business			—			—			5,067
		Noncash charges for interest and compensation			2,775			3,135			3,218
		Loss on redemption of senior subordinated notes			8,413			—			—
		Deferred income taxes			16,824			(25,853	)		(53,903	)
		Changes in operating assets and liabilities, net of effects of acquisitions:
			Changes in amounts sold under accounts receivable programs		—			(60,000	)		(15,000	)
			Accounts receivable		(219,692	)		(187,073	)		95,248
			Inventories		(37,428	)		(54,178	)		(245,070	)
			Other current assets		122,729			(77,885	)		(812	)
			Accounts payable		10,531			368,156			34,626
			Accrued expenses		(177,175	)		140,194			(144,902	)

			Cash provided (used) by operating activities		8,221			360,934			(94,788	)

Cash flows from investing activities:
	Purchase of property and equipment				(38,842	)		(36,985	)		(35,003	)
	Proceeds from sale of property and equipment				—			—			7,826
	Proceeds from forward currency exchange contract				—			23,120			—
	Acquisitions, net of cash acquired				(140,566	)		(402,181	)		(9,416	)
	Other				—			4,501			(307	)

			Cash used by investing activities		(179,408	)		(411,545	)		(36,900	)

Cash flows from financing activities:
	Proceeds from exercise of stock options				49,276			84,518			10,262
	Redemption of senior subordinated notes				(205,801	)		—			—
	Net proceeds from (repayments of) debt				305,838			(12,760	)		(6,077	)
	Changes in book overdrafts				(28,932	)		77,742			5,144

			Cash provided by financing activities		120,381			149,500			9,329

Effect of exchange rate changes on cash and cash equivalents					(23,136	)		19,947			14,433

Increase (decrease) in cash and cash equivalents					(73,942	)		118,836			(107,926	)
Cash and cash equivalents, beginning of year					398,423			279,587			387,513

Cash and cash equivalents, end of year				$	324,481		$	398,423		$	279,587

Supplemental disclosures of cash flow information:
Cash payments during the year:
	Interest			$	50,281		$	34,937		$	38,581
	Income taxes				65,847			30,755			41,603

See accompanying notes to these consolidated financial statements.

INGRAM MICRO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in 000s, except per share data)


Note 1 —	Organization and Basis of Presentation

Ingram Micro Inc. (“Ingram Micro”) and its subsidiaries are primarily engaged in the distribution of information technology (“IT”) products and supply chain solutions worldwide. Ingram Micro operates in North America, Europe, Latin America and Asia-Pacific.


Note 2 —	Significant Accounting Policies


	*Basis of Consolidation*

The consolidated financial statements include the accounts of Ingram Micro and its subsidiaries (collectively referred to herein as the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.


	*Fiscal Year*

The fiscal year of the Company is a 52- or 53-week period ending on the Saturday nearest to December 31. All references herein to “2005,” “2004” and “2003” represent the 52-week fiscal year ended December 31, 2005, 52-week fiscal year ended January 1, 2005, and the 53-week fiscal year ended January 3, 2004, respectively.


	*Use of Estimates*

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates primarily relate to the realizable value of accounts receivable, vendor programs, inventories, goodwill, intangible and other long-lived assets, income taxes, and contingencies and litigation. Actual results could differ from these estimates.


	*Revenue Recognition*

Revenue on products shipped is recognized when title and risk of loss transfers, delivery has occurred, the price to the buyer is determinable and collectibility is reasonably assured. Service revenues are recognized upon delivery of the services. Service revenues have represented less than 10% of total net sales for 2005, 2004 and 2003. The Company, under specific conditions, permits its customers to return or exchange products. The provision for estimated sales returns is recorded concurrently with the recognition of revenue. The net impact on gross margin from estimated sales returns is included in allowances against trade accounts receivable in the consolidated balance sheet.


	*Vendor Programs*

Funds received from vendors for price protection, product rebates, marketing/promotion, infrastructure reimbursement and meet competition are recorded as adjustments to product costs, revenue, or selling, general and administrative expenses according to the nature of the program. Some of these programs may extend over one or more quarterly reporting periods. The Company accrues rebates or other vendor incentives as earned based on sales of qualifying products or as services are provided in accordance with the terms of the related program.

The Company sells products purchased from many vendors, but generated approximately 23%, 22% and 24% of its net sales in fiscal years 2005, 2004 and 2003, respectively, from products purchased from Hewlett-

INGRAM MICRO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Packard Company. There were no other vendors that represented 10% or more of the Company’s net sales in each of the last three years.


	*Warranties*

The Company’s suppliers generally warrant the products distributed by the Company and allow returns of defective products, including those that have been returned to the Company by its customers. The Company does not independently warrant the products it distributes; however, local laws might impose warranty obligations upon distributors (such as in the case of supplier liquidation). The Company is obligated to provide warranty protection for sales of certain IT products within the European Union (“EU”) for up to two years as required under the EU directive where vendors have not affirmatively agreed to provide pass-through protection. In addition, the Company warrants its services, products that it builds-to-order from components purchased from other sources, and its own branded products. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. Warranty expense and the related obligations are not material to the Company’s consolidated financial statements.


	*Foreign Currency Translation and Remeasurement*

Financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for statement of income items. Translation adjustments are recorded in accumulated other comprehensive income, a component of stockholders’ equity. The functional currency of the Company’s operations in Latin America and certain operations within the Company’s Asia-Pacific and European regions is the U.S. dollar; accordingly, the monetary assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenues, expenses, gains or losses are translated at the average exchange rate for the period, and nonmonetary assets and liabilities are translated at historical rates. The resultant remeasurement gains and losses of these operations as well as gains and losses from foreign currency transactions are included in the consolidated statement of income.


	*Fair Value of Financial Instruments*

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other accrued expenses approximate fair value because of the short maturity of these items. The carrying amounts of outstanding debt issued pursuant to bank credit agreements approximate fair value because interest rates over the relative term of these instruments approximate current market interest rates.


	*Cash and Cash Equivalents*

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Book overdrafts of $241,989 and $213,057 as of December 31, 2005 and January 1, 2005, respectively, are included in accounts payable.


	*Inventories*

Inventories are stated at the lower of average cost or market.


	*Property and Equipment*

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives noted below. The Company also capitalizes computer software costs that meet both the definition of internal-use software and defined criteria for capitalization in accordance with Statement of

INGRAM MICRO INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Position No. 98-1, “Accounting for the Cost of Computer Software Developed or Obtained for Internal Use.” Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. Depreciable lives of property and equipment are as follows:


Buildings		40 years
Leasehold improvements		3-17 years
Distribution equipment		5-10 years
Computer equipment and software		3-8 years

Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and betterments to property and equipment are capitalized.


	*Long-Lived and Intangible Assets*

In accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets,” the Company assesses potential impairments to its long-lived assets when events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If required, an impairment loss is recognized as the difference between the carrying value and the fair value of the assets. Identifiable intangible assets are amortized over the life of the assets ranging from 6 to 10 years.


	*Goodwill*

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition accounted for using the purchase method. The Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”) in 2002. FAS 142 eliminated the amortization of goodwill. FAS 142 requires that after the initial impairment review upon adoption, goodwill should be reviewed at least annually thereafter. In the fourth quarters of 2005, 2004 and 2003, the Company performed its annual impairment tests of goodwill in North America, Europe and Asia-Pacific. The valuation methodologies included, but were not limited to, estimated net present value of the projected future cash flows of these reporting units. In connection with these tests, valuations of the individual reporting units were obtained or updated from an independent third-party valuation firm. No impairment was indicated based on these tests.

The changes in the carrying amount of goodwill for fiscal years 2005 and 2004 are as follows:


		North					Asia-			Latin
		America		Europe			Pacific			America		Total

Balance at January 3, 2004		$	78,444	$	9,308		$	156,422		$	—	$	244,174
	Acquisitions		—		2,610			308,497			—		311,107
	Foreign currency translation		51		857			3,476			—		4,384

Balance at January 1, 2005			78,495		12,775			468,395			—		559,665
	Acquisitions		77,609		645			3,928			—		82,182
	Foreign currency translation		28		(1,693	)		(1,766	)		—		(3,431	)

Balance at December 31, 2005		$	156,132	$	11,727		$	470,557		$	—	$	638,416

The addition to goodwill of $77,609 in North America for fiscal year 2005 relates to the acquisition of certain net assets of AVAD (see Note 4 for the detailed discussion of the AVAD acquisition).


	$443 and $1,552 in 2003 and 2002, respectively, charged to costs of sales, which were incurred in the implementation of our broad-based reorganization plan, our comprehensive profit enhancement program and additional profit enhancement opportunities (see Note 3 to our consolidated financial statements). Fiscal 2003 also includes a charge of $20,000 related to the bankruptcy of Micro Warehouse in the United States, one of our former customers.

(2)	Includes items noted in footnote (1) above as well as a loss of $8,413 on the redemption of senior subordinated notes in 2005, a gain on forward currency hedge of $23,120 in 2004 related to our Australian dollar denominated purchase of Tech Pacific and a gain on sale of available-for-sale securities of $6,535 in 2002.

(3)	Includes items noted in footnotes (1) and (2) above, as well as the reversal of a deferred tax liability of $2,385, $41,078 and $70,461 in 2005, 2004 and 2003, respectively, related to the gains on sale of available-for-sale securities (see Note 8 to our consolidated financial statements).

(4)	Includes items noted in footnotes (1), (2), and (3) above, as well as the cumulative effect of adoption of a new accounting standard, net of income taxes, of $280,861 in 2002 relating to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

(5)	All balance sheet data are given at end of period.

(6)	Includes convertible debentures, senior subordinated notes, revolving credit facilities and other long-term debt including current maturities, but excludes off-balance sheet debt of $60,000, $75,000, and $222,253 at the end of fiscal years 2003, 2002, and 2001, respectively, which amounts represent all of the undivided interests in transferred accounts receivable sold to and held by third parties as of the respective balance sheet dates.