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                                                                   EXHIBIT 99.01


                    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 Inc. (the "Company") desires to take advantage of the safe harbor
provisions of the Act.

     Except for historical information, the Company's Annual Report on Form 10-K
for the year ended January 2, 1999 to which this exhibit is appended, the
Company's quarterly reports on Form 10-Q, the Company's 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.

     In addition, representatives of the Company from time to time participate
in speeches and calls with market analysts, conferences with investors and
potential investors in the Company's securities, and other meetings and
conferences. Some of the information presented in such speeches, calls, meetings
and conferences may be "forward-looking statements" within the meaning of the
Act.

     It is not reasonably possible to itemize all of the many factors and
specific events that could affect the Company and/or the computer-based
technology products and services distribution industry as a whole. In some
cases, information regarding certain important factors that could cause actual
results to differ materially from those projected, forecasted, estimated,
budgeted or otherwise expressed in forward-looking statements made by or on
behalf of the Company may appear or be otherwise conveyed together with such
statements. The following additional factors (in addition to other possible
factors not listed) could affect the Company's actual results and cause such
results to differ materially from those projected, forecasted, estimated,
budgeted or otherwise expressed in forward-looking statements made by or on
behalf of the Company:

     INTENSE COMPETITION. The Company operates in a highly competitive
environment, both in the United States and internationally. The computer-based
technology products and services distribution industry is characterized by
intense competition, based primarily on price, product availability, speed and
accuracy of delivery, effectiveness of sales and marketing programs, credit
availability, ability to tailor specific solutions to customer needs, quality
and breadth of product lines and services, and availability of technical and
product information. The Company's competitors include regional, national, and
international wholesale distributors, as well as hardware manufacturers,
networking equipment manufacturers, and software publishers that sell directly
to resellers and end-users and large resellers who resell to other resellers.
There can be no assurance that the Company will not lose market share in the
United States or in international markets, or that it will not be forced in the
future to reduce its prices in response to the actions of its competitors and
thereby experience a further reduction in its gross margins. See "--Narrow
Margins."

     The Company entered into the channel assembly business during 1997 and has
since expanded to include the manufacture of private label and unbranded systems
and systems for original equipment manufacturers ("OEMs"). Certain of the
Company's competitors in channel assembly, private label and unbranded systems
manufacturing and OEM systems manufacturing may be more experienced and may have
more established contacts with suppliers and other types of partners, providing
those competitors with a competitive advantage over the Company. Success in the
channel assembly, private label and unbranded systems manufacturing and OEM
systems manufacturing business requires significant infrastructure investment,
and there can be no assurance that product can be assembled and delivered in a
cost effective manner sufficient to adequately cover the Company's investment.
In addition, if OEM and reseller partners choose not to participate or choose
not to increase their support for the Company's channel assembly, private label
and unbranded systems manufacturing and OEM systems manufacturing initiatives,
and if the Company is not successful in finding other ways to cover the
Company's infrastructure investment, there



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is no assurance that the Company's business, financial condition, or results of
operations will not be materially impacted.

     As the Company initiates other business models, such as electronic software
distribution, it faces competition from companies with more experience in this
arena. There also exists a risk that, after investing in the new distribution
method, this form of software delivery may not generate the volume adequate to
cover the Company's investment. In addition, as the Company enters new business
areas, it may also encounter increased competition from current competitors
and/or from new competitors, some of which may be current customers of the
Company. There can be no assurance that increased competition and adverse
reaction from customers resulting from the Company's expansion into new business
models will not have a material adverse effect on the Company's business,
financial condition, or results of operations.

     NARROW MARGINS. As a result of intense price competition in the
computer-based technology products and services wholesale distribution industry,
the Company's margins have historically been narrow and are expected in the
future to continue to be narrow. The Company's gross margins have been further
reduced by the Company's entry into the master reseller business, which has
lower gross margins than the Company's traditional wholesale distribution
business. These narrow margins magnify the impact on operating results of
variations in operating costs. The Company receives purchase discounts from
suppliers based on a number of factors, including sales or purchase volume and
breadth of customers. These purchase discounts directly affect gross margins.
Because many purchase discounts from suppliers are based on percentage increases
in sales of products, it may become more difficult for the Company to achieve
the percentage growth in sales required for larger discounts due to the current
size of the Company's revenue base. In the last year, major PC manufacturers
have substantially raised the threshold on sales volume before distributors may
qualify for discounts and/or rebates, which has adversely affected the Company's
narrow margins. There has also been increased price competition among
distributors in the last year as distributors have fought to maintain market
share. The intense price competition, particularly in the United States, has
adversely affected the Company's narrow margins. Further decreases in purchase
discounts and rebates by suppliers and continued or increased price competition
among distributors may have a material adverse impact on the Company's results
of operations. In addition, as hardware manufacturers look to increase direct
sales volumes while tightening terms and conditions, some customers are buying
more products directly from the manufacturer rather than through distribution,
which may adversely affect the Company's sales volumes and profit margins. As a
result of the Company's narrow margins, if the Company's receivables experience
a substantial deterioration in their collectibility or the Company cannot obtain
credit insurance at reasonable rates, the Company's financial condition and
results of operations may also be adversely impacted.

     FLUCTUATIONS IN QUARTERLY RESULTS. The Company's quarterly net sales and
operating results have varied significantly in the past and will likely continue
to do so in the future as a result of seasonal variations in the demand for the
products and services offered by the Company, the introduction of new hardware
and software technologies and products offering improved features and
functionality, the introduction of new products and services by the Company and
its competitors, the loss or consolidation of a significant supplier or
customer, changes in the level of operating expenses, inventory adjustments,
product supply constraints, competitive conditions including pricing, interest
rate fluctuations, the impact of acquisitions, currency fluctuations, and
general economic conditions. The Company's narrow margins may magnify the impact
of these factors on the Company's operating results. The Company believes that
period-to-period comparisons of its operating results should not be relied upon
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. In certain future quarters, the Company's operating results may be below
the expectations of public market analysts or investors. In such event, the
market price of the Common Stock would be materially adversely affected.

     CAPITAL INTENSIVE NATURE OF BUSINESS. The Company's business requires
significant levels of capital to finance accounts receivable and product
inventory that is not financed by trade creditors. In order to continue its
expansion, including acquisitions, the Company will need additional financing,
including debt financing, which may or may not be available on terms acceptable
to the Company, or at all. In addition to the Company's prospects, financial
condition and results of operations, macroeconomic factors such as fluctuations
in interest rates or a general economic downturn may restrict the Company's
ability to raise the necessary capital. No assurance can be given



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that the Company will continue to be able to raise capital in adequate amounts
for these or other purposes on terms acceptable to the Company, and the failure
to do so could have a material adverse effect on the Company's business,
financial condition, and results of operations. See "--Fluctuations in Quarterly
Results," "--Acquisitions" and "--Risk of Termination of Subsidized Floor Plan
Financing for the Company's Master Reseller Business."

     MANAGEMENT OF GROWTH. The rapid growth of the Company's business has
required the Company to make significant recent additions in personnel and has
significantly increased the Company's working capital requirements. Although the
Company has experienced significant sales growth in recent years, such growth
should not be considered indicative of future sales growth. Such growth has
resulted in new and increased responsibilities for management personnel and has
placed and continues to place a significant strain upon the Company's
management, operating and financial systems, and other resources. There can be
no assurance that the strain placed upon the Company's management, operating and
financial systems, and other resources will not have a material adverse effect
on the Company's business, financial condition, and results of operations, nor
can there be any assurance that the Company will be able to attract or retain
sufficient personnel to continue the expansion of its operations. Also crucial
to the Company's success in managing its growth will be its ability to achieve
additional economies of scale. There can be no assurance that the Company will
be able to achieve such economies of scale, and the failure to do so could have
a material adverse effect on the Company's business, financial condition, and
results of operations.

     DEPENDENCE ON INFORMATION SYSTEMS. The Company depends on a variety of
information systems for its operations, particularly its centralized IMpulse
information processing system which supports more than 40 operational functions
including receiving, customer management, order processing, shipping, inventory
management, and accounting. At the core of the IMpulse system is on-line,
real-time distribution software to which considerable enhancements and
modifications have been made to support the Company's growth and its low cost
business model. Although the Company has not in the past experienced significant
failures or downtime of IMpulse or any of its other information systems, any
such failure or significant downtime could prevent the Company from taking
customer orders, printing product pick-lists, and/or shipping product and could
prevent customers from accessing price and product availability information from
the Company.

     In order to react to changing market conditions, the Company must
continuously expand and improve IMpulse and its other information systems. The
Company has begun to migrate its IMpulse information processing system from a
mainframe-based system using Cobol language to a client-server based system
using Oracle database management systems. The Company believes that this new
information system architecture will address the Company's need for a
distributed computing environment and will increase system scalability and fault
tolerance. However, to the extent the Company fails to implement improvements to
its IMpulse information systems at a rate that meets the demands of customers,
the Company's competitive advantage with respect to such systems may be
adversely affected, which may have a material adverse effect on the Company
business, financial condition and results of operations.

     From time to time the Company may acquire other businesses having
information systems and records, which must be converted and integrated into
IMpulse or other Company information systems. These conversion and integration
projects could result in a significant diversion of resources from other
operations. The transition to and implementation of new or upgraded hardware or
software systems could result in system delays or failures. Any interruption,
corruption, degradation or failure of the Company's information systems could
adversely impact its ability to receive and process customer orders on a timely
basis.

     The Company believes that customer information systems are becoming
increasingly important in the wholesale distribution of technology products. As
a result, the Company has enriched its customer information systems by adding
features that allow increased flexibility in how reseller customers purchase
products from the Company. However, there can be no assurance that competitors
will not develop customer information systems that are superior to those offered
by the Company. The inability of the Company to develop competitive customer
information systems could adversely affect the Company's business, financial
condition, and results of operations.

     As is the case with many computer software systems, some of the Company's
systems use two digit data fields 



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which recognize dates using the assumption that the first two digits are "19"
(i.e., the number 99 is recognized as the year 1999). Therefore, the Company's
date critical functions relating to the year 2000 and beyond, such as sales,
distribution, purchasing, inventory control, merchandise planning and
replenishment, facilities, and financial systems, may be severely affected
unless changes are made to these systems. With the assistance of an outside
consultant, the Company commenced a review of its internal systems to identify
applications that are not Year 2000 ready and to assess the impact of the Year
2000 problem. The Company has developed an overall plan to modify its internal
systems to be Year 2000 ready. The Company anticipates that the required Year
2000 modifications will be made on a timely basis and does not believe that the
cost of such modifications will have a material effect on the Company's
operating results. There can be no assurance, however, that the Company will be
able to modify successfully and in a timely manner all of its internal services
and systems to comply with Year 2000 requirements, which could have a material
adverse effect on the Company's operating results. In addition, the Company
faces risks to the extent that suppliers of products (including components for
its channel assembly, private label and unbranded systems, and configuration
initiative), services (including services provided by independent shipping
companies), and business on a worldwide basis may not have business systems or
products that comply with Year 2000 requirements. In the event any such third
parties cannot provide the Company with products, services or systems that meet
Year 2000 requirements in a timely manner, the Company's operating results could
be materially adversely affected. The Company's operating results also could be
materially adversely affected if it were to be held responsible for the failure
of any products sold by the Company to be Year 2000 compliant despite its
disclaimer of product warranties and the limitation of liability contained in
its sales terms and conditions.

     EXPOSURE TO FOREIGN MARKETS; CURRENCY RISK. The Company, through its
subsidiaries, operates in a number of countries outside of the United States,
and the Company expects its international net sales to increase as a percentage
of total net sales in the future. The Company's net sales from operations
outside the United States are primarily denominated in currencies other than the
U.S. dollar. Accordingly, the Company's international operations impose risks
upon its business as a result of exchange rate fluctuations. There can be no
assurance that exchange rate fluctuations will not have a material adverse
effect on the Company's business, financial condition, or results of operations
in the future. In certain countries outside the United States, operations are
accounted for primarily on a U.S. dollar denominated basis. In the event of an
unexpected devaluation of the local currency in those countries (as occurred in
Mexico in December 1994 and more recently in 1997 in Asia and Latin America),
the Company may experience significant foreign exchange losses. In addition, the
Company's operations may be significantly adversely affected as a result of the
general economic impact of the devaluation of the local currency.

     The Company's operations outside the United States are subject to other
risks such as the imposition of governmental controls, export license
requirements, restrictions on the export of certain technology, political
instability, trade restrictions, tariff changes, difficulties in staffing and
managing international operations, difficulties in collecting accounts
receivable and longer collection periods, and the impact of local economic
conditions and practices. These risks are more prevalent in regions where the
economic and political environments are less stable compared to more stable
areas such as Canada and Western Europe. As the Company continues to expand its
international business, its success will be dependent, in part, on its ability
to anticipate and effectively manage these and other risks. There can be no
assurance that these and other factors will not have a material adverse effect
on the Company's operations or its business, financial condition, and results of
operations as a whole.

     DEPENDENCE ON KEY INDIVIDUALS. The Company is dependent in large part on
its ability to retain the services of its key management, sales, and operational
personnel. The Company's continued success is also dependent upon its ability to
retain and attract other qualified employees, including highly skilled
technical, managerial, and marketing personnel, to meet the Company's needs.
Competition for qualified personnel is intense, particularly in the area of
technical support. The Company may not be successful in attracting and retaining
the personnel it requires, which could have a material adverse effect on the
financial condition and results of operations of the Company.

     PRODUCT SUPPLY; DEPENDENCE ON KEY SUPPLIERS. The ability of the Company to
obtain particular products or product lines in the required quantities and to
fulfill customer orders on a timely basis is critical to the Company's success.
In most cases, the Company has no guaranteed price or delivery agreements with
its suppliers. As a result, the Company has experienced, and may in the future
continue to experience, short-term inventory shortages. In addition,
manufacturers who currently distribute their products through the Company may
decide to distribute, or to



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substantially increase their existing distribution, through other distributors,
their own dealer networks, or directly to resellers. Further, the computer-based
technology products industry experiences significant product supply shortages
and customer order backlogs from time to time due to the inability of certain
manufacturers to supply certain products on a timely basis. There can be no
assurance that suppliers will be able to maintain an adequate supply of products
to fulfill the Company's customer orders on a timely basis or that the Company
will be able to obtain particular products or that a product line currently
offered by suppliers will continue to be available.

     ACQUISITIONS. As part of its growth strategy, the Company pursues the
acquisition of companies that either complement or expand its existing business.
Acquisitions involve a number of risks and difficulties, including expansion
into new geographic markets and business areas, the possibility that the Company
could incur or acquire substantial debt in connection with the acquisitions, the
requirement to understand local business practices, the diversion of
management's attention to the assimilation of the operations and personnel of
the acquired companies, the integration of the acquired companies' management
information systems with those of the Company, potential adverse short-term
effects on the Company's operating results, the amortization of acquired
intangible assets, and the need to present a unified corporate image.

     RISK OF DECLINES IN INVENTORY VALUE. The Company's business, like that of
other wholesale distributors, is subject to the risk that the value of its
inventory will be adversely affected by price reductions by suppliers or by
technological changes affecting the usefulness or desirability of the products
comprising the inventory. It is the policy of most suppliers of computer-based
technology products and services to protect distributors such as the Company,
who purchase directly from such suppliers, from the loss in value of inventory
due to technological change or the supplier's price reductions. These policies
are sometimes not embodied in written agreements and do not protect the Company
in all cases from declines in inventory value. Major PC suppliers in the last
year have decreased the availability of price protection for distributors. The
shorter time periods during which distributors may receive rebates or credit for
decreases in manufacturer prices on unsold inventory have made it more difficult
for the Company to match its inventory levels with the price protection periods.
Consequently, the Company's risk of loss due to declines in value of inventory
held by the Company after such price protection periods have passed has
increased. No assurance can be given that unforeseen new product developments
will not materially adversely affect the Company, or that the Company will be
able to successfully manage its existing and future inventories. The Company's
risk of declines in inventory value could also be greater outside the United
States where agreements with suppliers are more restrictive with regard to price
protection and the Company's ability to return unsold inventory. For those
suppliers participating in the Company's channel assembly program, the extent to
which the amount of inventory in the channel is reduced may directly impact the
amount of price protection which will be provided by those suppliers. If major
computer-based technology vendors substantially decrease or eliminate the
availability of price protection to wholesale distributors, such change in
policy could have a material adverse effect on the Company's financial condition
and results of operations.

     DEPENDENCE ON INDEPENDENT SHIPPING COMPANIES. The Company relies almost
entirely on arrangements with independent shipping companies for the delivery of
its products. The termination of the Company's arrangements with one or more of
these independent shipping companies, or the failure or inability of one or more
of these independent shipping companies to deliver products from suppliers to
the Company or products from the Company to its reseller customers or their
end-user customers could have a material adverse effect on the Company's
business, financial condition, or results of operations.

     RAPID TECHNOLOGICAL CHANGE; ALTERNATE MEANS OF SOFTWARE DISTRIBUTION. The
computer-based technology 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. In addition, suppliers may give
the Company limited or no access to new products being introduced.

     Net sales of software products have decreased as a percentage of total net
sales in recent years due to a number of factors, including bundling of software
with microcomputers; sales growth in Ingram Alliance, which is a hardware-only
business; declines in software prices; and the emergence of alternative means of
software distribution, such as site licenses and electronic distribution. The
Company expects this trend to continue.



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     RISK OF TERMINATION OF SUBSIDIZED FLOOR PLAN FINANCING FOR THE COMPANY'S
MASTER RESELLER BUSINESS. The master reseller business is characterized by gross
margins and operating margins that are even narrower than those of the rest of
its U.S. business and by competition based almost exclusively on price,
programs, and execution. A substantial majority of the Company's master reseller
sales are funded by floor plan financing companies. The Company has typically
received payment from these financing institutions within three business days
from the date of the sale, allowing the Company's master reseller business to
operate at much lower relative working capital levels than the Company's
wholesale distribution business. Its suppliers typically subsidize such floor
plan financing for the Company's reseller customers. Starting in the second half
of 1998, certain of the industry's leading hardware manufacturers reduced their
flooring fee subsidies. As a result, payments from institutions that finance
master reseller sales with these reduced subsidies are now received within 15
days. This delay in payment has increased the Company's average borrowing levels
and interest costs. If the arrangements for these floor plan financing subsidies
are terminated or continue to be substantially reduced, such change in policy
could have a material adverse effect on the Company's financial condition and
results of operations.



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