SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
February
18, 2009
INGRAM
MICRO INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
(State
of Incorporation or organization
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1-12203
(Commission
File Number)
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62-1644402
(I.R.S.
Employer Identification No.)
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1600
E. St. Andrew Place
Santa
Ana, CA 92799-5125
(Address,
including zip code of Registrant’s principal executive offices)
Registrant’s
telephone number, including area code: (714) 566-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial
Condition.
On
February 18, 2009, Ingram Micro Inc. (“Ingram Micro”) issued a press release
announcing its financial results for the fiscal quarter and year ended January
3, 2009. A copy of the press release, together with the related
financial schedules, are attached hereto as Exhibit 99.1, the text of which are
incorporated by reference herein. This press release, together with
the related financial schedules, are not to be deemed “filed” for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing, or to form a part of Ingram Micro’s public
disclosure in the United States or otherwise.
GAAP
to Non-GAAP Reconciliation
The press
release includes the following financial measures: “non-GAAP operating income”,
“non-GAAP operating margin”, “non-GAAP operating expenses,” “non-GAAP net
income,” and “non-GAAP net income per diluted share,” which are “non-GAAP
financial measures” as defined in Regulation G of the Exchange
Act. Ingram Micro defines these adjusted financial measures as
operating income, operating margin, operating expenses, net income, and net
income per diluted share, as reported under generally accepted accounting
principles (“GAAP”) less the estimated goodwill impairment charge and related
deferred tax benefits discussed under Item 2.06 below.
Ingram
Micro management uses these adjusted financial measures internally as primary
indicators to conduct and measure its business and evaluate the performance of
its consolidated operations and geographic operating
segments. Management believes these adjusted measures also provide
useful information to investors because they provide a meaningful comparison to
prior operating periods and may be more indicative of the level of future
operating results.
These
adjusted financial measures are used in addition to and in conjunction with
results presented in accordance with GAAP and reflect an additional way of
viewing aspects of Ingram Micro’s operations that, when viewed with its GAAP
results and the accompanying reconciliations to corresponding GAAP financial
measures, provide a more complete understanding of factors and trends affecting
our business. These adjusted financial measures should be considered as a
supplement to, and not as a substitute for, or superior to, the corresponding
measures calculated in accordance with generally accepted accounting
principles.
With
respect to the adjusted financial measures discussed in the press release,
Ingram Micro has provided, as an attachment to such press release, a
reconciliation
of the adjusted financial measures to the most directly comparable GAAP
financial measures.
Item
2.06 Material Impairments
In the
fourth quarter of 2008, similar to many companies, Ingram Micro experienced a
significant decline in the market value of its stock as a result of the
depressed macroeconomic environment and volatility in the equity
markets. In connection with this downturn, Ingram Micro management
performed impairment tests of the goodwill in each of the Company’s reporting
units in accordance with the requirements of Statement of Financial Accounting
Standards No. 142, “Goodwill and Other Intangible Assets.” Fair
values of the reporting units and their underlying assets were determined by
management with the assistance of an independent third-party valuation
firm. On February 17, 2009, management reviewed the results of these
tests with the Audit Committee of the Board of Directors and concluded that the
goodwill in each of its reporting units was fully
impaired. Accordingly, Ingram Micro expects to record a non-cash
goodwill impairment charge of $742.6 million and related deferred tax benefits
of $82.9 million for the quarter ended January 3, 2009.
This
noncash goodwill impairment charge does not adversely impact Ingram Micro’s
normal business operations, liquidity or availability under its credit
facilities.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release dated February 18, 2009 and related financial
schedules.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INGRAM
MICRO INC.
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By:
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/s/ Larry C. Boyd
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Name:
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Larry
C. Boyd
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Title:
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Senior
Vice President,
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Secretary
and General Counsel
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Date: February
18, 2009