8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 17, 2013

INGRAM MICRO INC.

(Exact Name of Registrant as Specified in Its Charter)

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

1600 E. St. Andrew Place

Santa Ana, CA 92705

(Address, including zip code of Registrant’s principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Directors.

On September 17, 2013, Paul Read resigned from the Board of Directors (the “Board”) of Ingram Micro Inc. (“Ingram Micro”), effective immediately. Mr. Read submitted his resignation in connection with his new role as President and Chief Operating Officer of Ingram Micro, as described below.

(c) Appointment of Certain Officers.

On September 17, 2013, Paul Read was appointed President and Chief Operating Officer of Ingram Micro, effective September 30, 2013. In connection with Mr. Read’s appointment, Alain Monié will remain Chief Executive Officer and Bill Humes will remain Chief Financial Officer.

Mr. Read, age 47, served as a director of Ingram Micro from September 2012 to September 17, 2013. Until June 2013, he was Chief Financial Officer and Executive Vice President of Flextronics, a $30 billion, industry-leading, Fortune Global 500 electronics manufacturing services provider with more than 200,000 employees and operations in 30 countries. Prior to being named Chief Financial Officer of Flextronics in June 2008, Mr. Read was Executive Vice President of Finance for Flextronics’ worldwide operations. Mr. Read’s experience at Flextronics included important operational roles such as serving as the lead executive responsible for the integration of the Solectron acquisition. Prior to joining Flextronics in 1995, he held various senior financial positions in the United Kingdom with Allied Steel and Wire, STI Telecommunications and Associated British Foods. Mr. Read graduated from the University of Wales as a qualified Chartered Management Accountant.

Pursuant to the terms of Mr. Read’s at-will offer letter with Ingram Micro, he will receive an annual base salary of $700,000. Mr. Read will be eligible to participate in Ingram Micro’s 2013 Annual Executive Incentive Award Program (“EIAP”) with a target incentive award of 100% of his base salary. Ingram Micro will guarantee a minimum payment of 100% of Mr. Read’s target incentive award for the 2013 EIAP year (prorated from his start date), provided that Mr. Read is still employed through the EIAP year-end. Under Ingram Micro’s 2013 long-term incentive award programs, Mr. Read will receive 111,928 performance-based restricted stock units. In addition, Mr. Read will receive a grant of time-vesting restricted stock units that represent the right to receive shares of Ingram Micro stock worth approximately $250,000 on the grant date and will vest on the first

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anniversary of the grant date, subject to continued employment. Mr. Read will receive a sign-on bonus in the amount of $360,000, of which $180,000 is payable with Mr. Read’s first regular paycheck, and $180,000 is payable six months thereafter. If, at any time prior to the first anniversary of Mr. Read’s first date of employment with Ingram Micro, Mr. Read voluntarily terminates his employment with Ingram Micro or Ingram Micro terminates Mr. Read’s employment for cause, Mr. Read must repay the amount of his sign-on bonus that he had received to that date. Furthermore, if, at any time between the first and second anniversary of Mr. Read’s employment with Ingram Micro, he voluntarily terminates his employment with Ingram Micro or Ingram Micro terminates his employment for cause, Mr. Read must repay 50% of the sign-on bonus.

(d) Election of Directors.

On September 18, 2013, the Board elected Wade Oosterman as a director of Ingram Micro to fill the vacancy created by Mr. Read’s resignation, effective immediately, for a term expiring at the 2014 Annual Meeting of Shareholders. Mr. Oosterman will serve on the Governance Committee and the IT Committee of the Board.

For his service as a non-executive director, Mr. Oosterman will receive compensation pursuant to Ingram Micro’s Amended and Restated Compensation Policy for Members of the Board of Directors (the “Policy”), filed as Exhibit 10.1 hereto and incorporated by reference herein, prorated for the number of months of his service on the Board during 2013.

Item 8.01 Other Events.

Also on September 17, 2013, the Board approved an amendment to the Policy establishing the compensation policy for a non-executive director serving as Chair of Ingram Micro’s recently constituted IT Committee of the Board. The amendment to the Policy provides that the Chair of the IT Committee may select an annual cash retainer in an amount of at least $20,000 and not to exceed $100,000, subject to an additional $5,000 if the director is also a member of the Audit Committee. The aggregate amount of the annual cash retainer and the value of the annual equity-based compensation selected by the Chair of the IT Committee may not exceed $230,000, subject to an extra $5,000 if the director is also a member of the Audit Committee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Compensation Policy for Members of the Board of Directors, as amended September 17, 2013
99.1	Press Release, dated September 19, 2013

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SIGNATURE

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

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

Date: September 19, 2013

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Compensation Policy for Members of the Board of Directors, as amended September 17, 2013
99.1	Press Release, dated September 19, 2013

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EX-10.1

Exhibit 10.1

INGRAM MICRO INC.

Compensation Policy for

Members of

the Board of Directors

(As Amended and Restated as of September 17, 2013)

Ingram Micro Inc. (the “Corporation”) has established this Compensation Policy for Members of the Board of Directors, as amended and restated as of November 29, 2011 (the “Policy”), to provide each member of the Corporation’s Board of Directors (the “Board”) who is not an employee of the Corporation (a “Director”) with compensation for services performed as a Director, the terms of which are hereinafter set forth.

1. Compensation:

• Each Director will receive an annual award of cash and equity-based compensation for each calendar year of service.

• The mix of cash and equity-based compensation for the calendar year in which services are provided must be elected by each Director and such election must be received by the Corporation prior to December 31 of the prior calendar year or within 30 days of initial appointment or election to the Board, as the case may be, based on the procedures outlined below.

• Each election must be made by filing an election form with the General Counsel of the Corporation on such form as adopted by the Corporation from time to time.

• If a Director does not file an election form with respect to a calendar year by the specified date, the Director will be deemed to have elected to receive the compensation in the manner elected by the Director in his or her last valid election, or if there had been no prior election, will be deemed to have elected to receive the eligible compensation in the form of non-qualified stock options.

• When an election is made with respect to a calendar year, the Director may not revoke or change that election with respect to such calendar year.

• The mix of cash and equity-based compensation is subject to the following assumptions and restrictions:

(a) Cash Retainer. For cash selected by the Director as a component of annual compensation (the “Cash Retainer”), the amount selected will be subject to the following:

(1) Maximum Amount. The maximum amount of the Cash Retainer that may be selected annually is as follows:

• $80,000 for Directors other than Audit Committee members, Committee chairs and the Non-Executive Chairman of the Board (“NEC”);

• $85,000 for Audit Committee members (other than a Committee chair);

• $110,000 for the Audit Committee chair;

• $105,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $100,000 for each of the Governance and IT Committee chairs (subject to an additional $5,000 if also a member of the Audit Committee);

• $90,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee); and

• $170,000 for the NEC.

(2) Minimum Amount. Audit Committee members and Committee chairs must select a minimum amount of the Cash Retainer annually, as follows:

• $5,000 for Audit Committee members (other than a Committee chair);

• $30,000 for the Audit Committee chair;

• $25,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $20,000 for each of the Governance and IT Committee chairs (subject to an additional $5,000 if also a member of the Audit Committee); and

• $10,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee).

No minimum amount applies with respect to Directors who do not serve as Audit Committee members or Committee chairs.

(3) Payment of Cash Retainer. Subject to Section 1(e)(1) below, the Cash Retainer will be paid at a rate of one-twelfth of the amount selected by the Director per month, on a quarterly basis, in arrears, following the close of each calendar quarter, except that payment of such Cash Retainer for the fiscal fourth quarter shall be made no later than December 31 of such quarter.

(b) Equity-Based Compensation:

• Equity-based compensation payable with regard to shares of the Corporation’s common stock (the “Shares”) must be selected by the Director as a component of annual compensation.

• The equity-based compensation must have an annual value of at least $130,000 for Directors other than the NEC, and $260,000 for the NEC, and may consist of stock options, restricted stock, restricted stock units or a combination thereof, and are subject to the following terms and conditions:

(1) Stock Options. Non-qualified stock options will be granted on the first trading day of January of each calendar year.

• The number of options to be granted will be based on a Black-Scholes calculation or other valuation method as may be adopted by the Corporation from time to time.

• The per share exercise price of the Shares to be issued upon exercise of an option shall be 100% of the closing price of a Share on the New York Stock Exchange on the date of grant.

• The options shall (i) vest with respect to one-twelfth of the Shares underlying such options on the last day of each month during the calendar year in which the award was made, and (ii) have a term of ten years.

• Other option provisions will be as specified in the applicable grant agreements.

(2) Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units will be granted on the first trading day of January each calendar year.

• The number of restricted shares/units to be granted will be determined based on the dollar amount selected by the Director divided by the closing price of a Share on the New York Stock Exchange on the date of grant rounded up to the next whole share.

• Restrictions on disposition of such restricted shares/units shall lapse on December 31 of the calendar year in which the award was made.

• Payment of restricted stock units will be in the form of Shares at the time of vesting (unless deferred under Section 1(e)(2) below), and other provisions will be as specified in the applicable restricted shares/units agreements.

(c) Aggregate Limit on Cash Retainer and Equity-Based Compensation. The aggregate amount of the annual Cash Retainer and the value of the annual equity-based compensation selected by the Director may not exceed the following amounts:

• $210,000 for Directors other than Audit Committee members, Committee chairs and the NEC;

• $215,000 for Audit Committee members (other than a Committee chair);

• $240,000 for the Audit Committee chair;

• $235,000 for the Human Resources Committee chair (subject to an additional $5,000 if also a member of the Audit Committee);

• $230,000 for each of the Governance and IT Committee chairs (subject to an additional $5,000 if also a member of the Audit Committee);

• $220,000 for the Executive Committee chair (subject to an additional $5,000 if also a member of the Audit Committee); and

• $430,000 for the NEC.

(d) Partial Years of Service:

(1) If the Director is newly appointed or elected during a calendar year such that the Director will serve a partial year, the annual cash and equity-based compensation selected by the Director will be prorated during the calendar year using the number of months remaining to be served within the initial calendar year of Board service, divided by 12, commencing with the month that the Director is first appointed or elected to the Board. Equity-based compensation will be granted on the first trading day of the month following the appointment or election to the Board. Stock options will vest proportionately on the last day of each month during the calendar year in which the award was made. Restrictions on the disposition of restricted stock and restricted stock units will lapse on December 31 of the calendar year in which the award was made (except as otherwise provided with respect to restricted stock units that are deferred pursuant to Section 1(e)(2) below).

(2) If the Director’s service on the Board ends during a calendar year such that the Director will serve a partial year, the annual cash and equity-based compensation selected by the Non-Executive Director will be prorated using the number of months of service on the Board during the calendar year, divided by 12, including the month that he or she ceases to serve on the Board. Any unvested stock options shall cease to vest effective immediately following the last month of service on the Board. Any vested options shall be exercisable for a period of five years following the date of conclusion of service on the Board, unless they expire earlier. Restricted stock/units will be prorated using the number of months served on the Board during the calendar year as the numerator, divided by 12. Restrictions on the disposition of restricted stock and restricted stock units will lapse on the last day of the month of the Director’s service on the Board (except as otherwise provided with respect to restricted stock units that are deferred pursuant to Section 1(e)(2) below).

(3) If a member of the Audit Committee or a Committee chair is appointed to the applicable Committee during the calendar year of service (i.e., between January and December) he or she will be eligible to receive the additional Cash Retainer for serving in such position at a rate of one-twelfth of such amount per month commencing with the month in which the appointment takes effect. Similarly, if a member of the Audit Committee or a Committee chair relinquishes his or her position during the calendar year, he or she will cease to receive the additional Cash Retainer for serving in such position on the last day of the month in which he or she ceases to serve as a member of the Audit Committee or chair to a Committee, respectively.

(e) Deferral Elections:

(1) Cash Retainer. The Director may elect to defer any Cash Retainer payable with respect to a calendar year of service in accordance with the Ingram Micro Inc. Board of Directors Deferred Compensation Plan, as in effect from time to time, a copy of which is attached hereto as Exhibit A.

(2) Restricted Stock Units. The Director may elect to defer settlement of Shares payable with respect to any restricted stock units that will be granted to the Director with respect to a calendar year of service, subject to the terms and conditions set forth in this Section 1(e)(2), the restricted stock unit deferral election form as adopted by the Corporation from time to time, and Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder.

(A) The Director may elect to defer settlement of 100% of the restricted stock units that the Director elected to receive with respect to a calendar year of service pursuant to Section 1(b) above (and which are otherwise scheduled to vest as of the end of such calendar year) by filing a completed restricted stock unit deferral election form with the General Counsel of the Corporation. The Director must file the deferral election form no later than December 31 of the prior calendar year for the calendar year in which service is to be provided; provided however, that if the Director is newly appointed or elected to the Board during a calendar year, the Director may elect to defer settlement of restricted stock units within 30 days of initial appointment or election to the Board with respect to restricted stock units that relate to service performed after the election in accordance with Treasury Regulation Section 1.409A-2(a)(7). When a deferral election is made with respect to a calendar year, the Director may not revoke or change that election with respect to such calendar year. The Director must irrevocably elect the specified date(s) and increment(s) with respect to which the Director will receive the Shares associated with the settlement of the restricted stock units that the Director has elected to defer (the “Settlement Date”) as provided under the deferral election form in accordance with such form. In the event that the Director fails to elect a Settlement Date, settlement of the restricted stock units will occur on the date of the Director’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”). All deferral elections shall be made in accordance with rules and procedures established by the Corporation as determined in accordance with Treasury Regulation Section 1.409A-2(a).

(B) The Director shall receive payment of the Shares on the Settlement Date(s) elected by the Director (or the date of the Director’s Separation from Service in the event that the Director fails to elect a Settlement Date) pursuant to the deferral election form as described in paragraph (A) above.

2. Expense Reimbursements. The Director will be reimbursed for travel, lodging and meal expenses incurred to attend Board and Committee meetings and to perform his or her duties as a

Director in accordance with the Corporation’s plans or policies as in effect from time to time. To the extent that any such reimbursements are deemed to constitute compensation to the Director, such amounts shall be reimbursed no later than December 31 of the year following the year in which the expense was incurred. The amount of any expense reimbursements that constitute compensation in one year shall not affect the amount of expense reimbursements constituting compensation that are eligible for reimbursement in any subsequent year, and the Director’s right to such reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

3. Ownership Requirement. Each director is required to achieve and maintain ownership of shares of our common stock with an aggregate value (market price multiplied by the number of shares) equal to three times the maximum amount of cash retainer that may be selected by each member of the Board in their capacity as Board members under the Company’s Compensation Policy for Members of the Board of Directors (not taking into account additional cash compensation for other special roles on the Board such as being the Chairman of the Board, a Committee chair or being a member of a specific Board Committee) beginning five years from the date of his or her election to the Board. For the avoidance of doubt, vested stock options held by the Board member which are not exercised are not considered for purposes of director equity ownership; however, vested restricted stock units which have been deferred until after a Board member’s retirement from the Board are included for purposes of director equity ownership.

4. Section 409A. To the extent applicable, this Policy and all election forms and all other instruments evidencing amounts subject to the Policy shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Policy, any election form or any other instrument evidencing amounts subject to the Policy to the contrary, in the event that the Corporation determines that any amounts subject to the Policy may not be either exempt from or compliant with Section 409A of the Code, the Corporation may in its sole discretion adopt such amendments to the Policy, any election form and any other instruments relating to the Policy, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Corporation determines are necessary or appropriate to (i) exempt such amounts from Section 409A of the Code and/or preserve the intended tax treatment of such amounts, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 4 shall not create any obligation on the part of the Corporation to adopt any such amendment, policy or procedure or take any such other action.

Exhibit A

Ingram Micro Inc.

Board of Directors Deferred Compensation Plan

(includes the adoption agreement and basic plan document)

[Same as previous Exhibit A to

Compensation Policy for Members of

the Board of Directors as Amended and Restated December 1, 2010]

EX-99.1

Exhibit 99.1

For More Information Contact:

Investors:	Media:
Damon Wright (714) 382-5013	Lisa Zwick (949) 230-8794
damon.wright@ingrammicro.com	lisa.zwick@ingrammicro.com

INGRAM MICRO APPOINTS SEASONED GLOBAL EXECUTIVE

PAUL READ AS PRESIDENT AND CHIEF OPERATING OFFICER

Wade Oosterman, Bell Canada President, Mobility and Residential Services,

and Chief Brand Officer, Elected to Ingram Micro Board of Directors

Santa Ana, Calif., Sept. 19, 2013 – Ingram Micro Inc. (NYSE: IM), the world’s largest wholesale technology distributor and a global leader in IT supply-chain, mobile device lifecycle services and logistics solutions, today announced the appointment of Paul Read as president and chief operating officer, effective Sept. 30, 2013. Reporting directly to Alain Monié, chief executive officer, Ingram Micro, Read will be responsible for the worldwide IT distribution business and the associated logistics support organizations, with the IT distribution regional presidents reporting directly to him. Read, who joined the Ingram Micro board of directors last September, has resigned his role as a member effective immediately.

Bill Humes will continue reporting directly to Monié in the role of chief financial officer, responsible for all aspects of the company’s global finance organization. He will also assume added direct responsibility for the company’s global shared services centers and strategic sourcing operations.

“Paul is an experienced operator and seasoned executive and we are fortunate to have him join the Ingram Micro team,” said Monié. “His extensive background in the IT supply chain will help us as we strive to drive growth and greater returns across all of our business lines.”

“These changes will allow me to devote more time to new and future strategic growth opportunities,” added Monié. “Paul, Bill and I, with the rest of the executive team, are focused on improving profitability and delivering better shareholder returns.”

From June 1995 to June 2013, Read was with Nasdaq-listed Flextronics Inc. serving most recently as chief financial officer and executive vice president, responsible for managing all aspects of finance and IT. Previously he served as the company’s executive vice president of finance for worldwide operations. Read’s experience at Flextronics included important operational roles, including serving as the lead executive responsible for the integration of the Solectron acquisition. Prior to joining Flextronics in 1995, he held various senior financial positions in the United Kingdom with Allied Steel and Wire, STI Telecommunications and Associated British Foods. Read graduated from the University of Wales as a Chartered Management Accountant.

The company also announced that its board of directors elected Wade Oosterman, President, Mobility and Residential Services, and Chief Brand Officer for Bell Canada Enterprises, to serve as an independent director effective Sept. 18, 2013. With the resignation of Read, the composition of the Ingram Micro board of directors remains at 11.

“As a highly tenured telecom executive with deep marketing and brand expertise, Wade brings a unique background and perspective to Ingram Micro that will be invaluable as we continue to

drive profitable growth in the rapidly-evolving technology market,” said Dale R. Laurance, chairman of the board, Ingram Micro Inc. “We look forward to his contribution and counsel and welcome Wade to our board.”

Oosterman, 52, joined Bell Canada Enterprises Inc. (BCE) in 2006 as President Bell Mobility and Chief Brand Officer, increasing his responsibilities in 2010 with the additional role of President, Bell Residential services. With more than $15 billion in annual revenues, BCE Inc. is Canada’s largest communications company, providing a comprehensive and innovative suite of broadband communication services to residential and business customers in Canada. Prior to joining BCE, Ooterman’s served in senior executive leadership roles including chief marketing officer and chief brand officer for Telus Corporation, a leading national telecommunications company in Canada, with $11.2 billion of annual revenue and 13.2 million customer connections including 7.7 million wireless subscribers. In 1987, Oosterman helped found Clearnet communications – a leading Canadian wireless communications company—which was acquired by Telus in 2000.

Oosterman holds a Bachelor of Arts degree in economics and finance and a Master in Business Administration, both from the University of Western Ontario. He is a Director of the Foundation Fighting Blindness – Canada and the Toronto International Film Festival.

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

The matters in this press release that are forward-looking statements are based on current management expectations. Certain risks may cause such expectations to not be achieved and, in turn, may have a material adverse effect on Ingram Micro’s business, financial condition and results of operations. Ingram Micro disclaims any duty to update any forward-looking statements. Important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, without limitation: (1) we have made and expect to continue to make investments in new businesses and initiatives, including acquisitions, which could disrupt our business and have an adverse effect on our operating results; (2) we are dependent on a variety of information systems, which, if not properly functioning, or unavailable, or if we experience system security breaches, data protection breaches or other cyber-attacks, could adversely disrupt our business and harm our reputation and earnings; (3) changes in macro-economic conditions may negatively impact a number of risk factors which, individually or in the aggregate, could adversely affect our results of operations, financial condition and cash flows; (4) we continually experience intense competition across all markets for our products and services; (5) we operate a global business that exposes us to risks associated with conducting business in multiple jurisdictions; (6) our failure to adequately adapt to IT industry changes could negatively impact our future operating results; (7) 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; (8) substantial defaults by our customers or the loss of significant customers could have a negative impact on our business, results of operations, financial condition or liquidity; (9) changes in, or interpretations of, tax rules and regulations, changes in the mix of our business amongst different tax jurisdictions, and deterioration of the performance of our business may adversely affect our effective income tax rates or operating margins and we may be required to pay additional taxes and/or tax assessments, as well as record valuation allowances relating to our deferred tax assets; (10) changes in our credit rating or other market factors such as adverse capital and credit market conditions or reductions in cash flow from operations may affect our ability to meet liquidity needs, reduce access to capital, and/or increase our costs of borrowing; (11) failure to retain and recruit key personnel would harm our ability to meet key objectives; (12) we cannot predict with certainty what losses we may incur as a result of litigation matters and contingencies that we may be involved with from time to

time; (13) we may incur material litigation, regulatory or operational costs or expenses, and may be frustrated in our marketing efforts, as a result of environmental regulations or private intellectual property enforcement disputes; (14) we face a variety of risks in our reliance on third-party service companies, including shipping companies for the delivery of our products and outsourcing arrangements; (15) changes in accounting rules could adversely affect our future operating results; and (16) our quarterly results have fluctuated significantly. We also face a variety of risks associated with our acquisitions of Brightpoint, Inc., Aptec, Promark and SoftCom, Inc., and any other acquisitions we may make, including: management’s ability to execute its plans, strategies and objectives for future operations, including the execution of integration plans; growth of the mobility industry, the government contracts business, and in new and untapped markets in geographies outside the U.S.; and other uncertainties or unknown, underestimated and/or undisclosed commitments or liabilities; and our ability to achieve the expected benefits and manage the costs of the integrations of our acquisitions.

Ingram Micro has instituted in the past and continues to institute changes to its strategies, operations and processes to address these risk factors and seek to mitigate their impact on Ingram Micro’s results of operations and financial condition. However, no assurances can be given that Ingram Micro will be successful in these efforts. For a further discussion of significant factors to consider in connection with forward-looking statements concerning Ingram Micro, reference is made to Item 1A Risk Factors of Ingram Micro’s Annual Report on Form 10-K for the fiscal year ended Dec. 29, 2012; other risks or uncertainties may be detailed from time to time in Ingram Micro’s future SEC filings.

About Ingram Micro Inc.

Ingram Micro is the world’s largest wholesale technology distributor and a global leader in IT supply-chain, mobile device lifecycle services and logistics solutions. As a vital link in the technology value chain, Ingram Micro creates sales and profitability opportunities for vendors and resellers through unique marketing programs, outsourced logistics and mobile solutions, technical support, financial services and product aggregation and distribution. The company is the only global broad-based IT distributor, serving approximately 160 countries on six continents with the world’s most comprehensive portfolio of IT products and services. Visit www.ingrammicro.com.

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