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•	By Internet.  If you have Internet access, you may submit your proxy from any location in the world by following the “Vote by Internet” instructions on the proxy card. The deadline for voting electronically is 3:00 a.m. (Pacific Time) on June 8, 2016.

•	By Telephone.  You may submit your proxy by following the “Vote by telephone” instructions on the proxy card. The deadline for voting by telephone is 3:00 a.m. (Pacific Time) on June 8, 2016.

•

In Writing.  You may do this by signing your proxy card and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares of Class A common stock will be voted as you instruct. If you sign your proxy card, but do not provide instructions, we will follow the Board’s recommendations and vote your shares of Class A common stock as described in the section entitled “Proposals You Are Asked to Vote on and the Board’s Voting Recommendation” below. The deadline for voting by mail is 3:00 a.m. (Pacific Time) on June 8, 2016 (your proxy card must be received by that time).

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•	$450,000 for the non-executive Chairman of the Board; the non-executive Chairman of the Board is not eligible for any additional fees for chairing or participating on any Committees;

•	$260,000 for the Audit Committee chair;

•	$235,000 for other Audit Committee members;

•	$255,000 for the Human Resources Committee chair, $250,000 each for the Governance Committee chair and the Information Technology Committee Chair, and $240,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and

•	$230,000 for all other directors.

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•	The maximum amount of the cash retainer that may be selected annually is as follows:

•	$190,000 for the non-executive Chairman of the Board;

•	$130,000 for the Audit Committee chair;

•	$125,000 for the Human Resources Committee chair, $120,000 each for the Governance Committee chair and the Information Technology Committee chair, and $110,000 for the Executive Committee chair, subject to an additional $5,000 each if a chair of any of these committees is also on the Audit Committee;

•	$105,000 for other Audit Committee members; and

•	$100,000 for all other directors.

•	The Audit Committee members and committee chairs must select a minimum annual amount cash retainer (subject to adjustment for partial years of service)as follows:

•	$30,000 for the Audit Committee chair;

•	$25,000 for the Human Resources Committee chair, $20,000 each for the Governance Committee chair and the Information Technology Committee chair, and $10,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and

•	$5,000 for Audit Committee members.

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(1)

Since the information required to be disclosed under these columns are the amounts equal to the grant date fair value of the awards determined pursuant to ASC 718, these amounts may not conform to the exact dollar value described in the policy above used to determine the number of shares subject to equity awards granted to our Board members. See notes 2 and 12 to Ingram Micro’s consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016, which was filed with the SEC on February 26, 2016, for a discussion of the assumptions used and the estimated forfeiture rate which is not required to be taken into account for these ASC 718 values. Unless noted otherwise, restricted stock or restricted stock units disclosed under “Stock Awards” were granted on January 2, 2015 and restrictions lapsed on December 31, 2015. The closing price of Ingram Micro stock on January 2, 2015 was $27.34. Stock options disclosed under “Option Awards” were granted on January 2, 2015 with an exercise price of $27.34 per share, vest at a rate of one-twelfth per month over a twelve-month period commencing January 31, 2015 and expire ten years less one day from grant date. Following our previous practice, the stock options granted on January 2, 2015 are based on the Black-Scholes value as of the close of the second week of the previous month. This resulted in a Black-Scholes value on December 12, 2014 of $6.66 per share using the following assumptions: stock price volatility of 25.30%; expected option life of 5 years; dividend yield of 0%; and risk free interest rate of 1.53% and was determined in accordance with ASC 718.

(2)

Mr. Atkins was eligible to receive annual Board compensation in the amount of $260,000 (reflecting his service as Chair of the Human Resources Committee and a member of the Audit Committee), Mr. Atkins elected to receive $30,000 in cash for his service as a member of the Audit Committee, and he deferred receipt of cash until the last business day of February 2021, or if earlier, upon the last business day of the month in which occurs the 60th day following his separation from service on the Board. He has also elected $230,000 in restricted stock units, of which he deferred receipt until February 12, 2021.

(3)

Mr. Barnes was eligible to receive annual Board compensation in the amount of $235,000 (reflecting his service as a member of the Audit Committee) of which he elected to receive $95,000 in cash and $140,000 in restricted stock units. Mr. Barnes was paid an additional $11,667 as a result of serving as IT Committee Chair as of June 3, 2015. The cash portion was paid in four quarterly equal installments pro-rated for the partial year of service as IT Committee Chair.

(4)	Ms. Heisz was eligible to receive annual Board compensation in the amount of $260,000 (reflecting her service as Chair of the Audit Committee), of which she elected to receive $130,000 in cash and elected to receive $130,000 in restricted stock units. Ms. Heisz received her cash compensation in four quarterly equal installments.

(5)	Mr. Ingram was eligible to receive annual Board compensation in the amount of $230,000, of which he elected to receive $100,000 in cash and $130,000 in stock options. Mr. Ingram received his cash compensation in four quarterly equal installments.

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(6)	Dr. Laurance was eligible to receive annual Board compensation in the amount of $450,000 (reflecting his service as Chairman of the Board), of which he elected to receive all $450,000 in restricted stock units and he deferred receipt of the restricted stock units until his retirement from the Board.

(7)	Ms. Levinson was eligible to receive annual Board compensation in the amount of $230,000, of which she elected to receive $100,000 in cash and $130,000 in restricted stock units and she deferred receipt of the restricted stock units until January 30, 2016. Ms. Levinson's cash compensation was paid in four quarterly equal installments.

(8)	Mr. McGregor was eligible to receive annual Board compensation in the amount of $255,000 (reflecting his service as Chair of the Governance Committee and as a member of the Audit Committee), of which he elected to receive $125,000 in cash and $130,000 in restricted stock units. Mr. McGregor's cash compensation was paid in four quarterly equal installments.

(9)	Ms. Mills was eligible to receive annual Board compensation in the amount of $230,000 of which she elected to receive $100,000 in cash, and $130,000 in restricted stock awards. Ms. Mills' cash compensation was paid in four quarterly equal installments.

(10)

Mr. Oosterman was eligible to receive annual Board compensation in the amount of $230,000, which he elected to receive all in restricted stock units and of which he deferred receipt until his retirement from the Board. Mr. Oosterman was paid a pro-rated fee of $2,917 for his service on the Audit Committee as of June 3, 2015. Mr. Oosterman's cash compensation was paid in three quarterly equal installments.

(11)	Mr. Wyatt retired from the Board on June 4, 2015 and he was eligible to receive $127,506 (reflecting his services as Chair of the Information Technology Committee and services as a member of the Audit Committee through his date of retirement), of which he elected to receive $60,000 in cash and $67,506 in stock options. The cash portion was paid in two quarterly equal installments.

(12)	The table below shows the aggregate numbers of equity awards outstanding for each non-employee director as of January 2, 2016 the last day of our 2015 fiscal year.

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*	Member

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Outside Advisors to the Human Resources Committee. The executive compensation advisor engaged by the Human Resources Committee continues to be Frederic W. Cook & Co., Inc. (“Cook”), an independent executive compensation consulting firm which reports solely to the Human Resources Committee. No member of the Human Resources Committee or of management has any affiliation with Cook. The Human Resources Committee periodically seeks input from Cook on a range of external market factors, including evolving executive compensation trends and general observations on the Company’s executive compensation programs. Cook has also advised the Governance Committee of the Board on Board compensation matters for non-management Board members. Cook does not provide any other services to the Company or management. The Human Resources Committee has determined that there are no conflicts of interest with Cook’s work for the Committee.

•

Management Input to the Human Resources Committee. The Human Resources Committee frequently requests management to assist in accomplishing its work, including requests for specific analyses to assist with decision making. The Ingram Micro Human Resources, Finance, and Legal departments work with the Human Resources Committee Chair to help set meeting agendas and to coordinate the distribution of materials to the Committee in advance of its meetings. Committee meetings have historically been attended by our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Executive Vice President, Secretary and General Counsel, and Executive Vice President of Human Resources. Management does not make any recommendations to the Human Resources Committee on compensation of the CEO. In addition, no members of management are present during the Human Resources Committee’s deliberations on CEO compensation. The Human Resources Committee frequently meets in executive session with no members of management present.

•	Human Resources Committee Meetings. The Human Resources Committee’s process and decision-making regarding 2015 executive compensation are further described under “Compensation Discussion and Analysis” below.

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For Mr. Atkins, as a seasoned finance and accounting executive, including in his former role as Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company in San Francisco, California, in his prior roles as Executive Vice President and Chief Financial Officer of New York Life Insurance Company in New York and as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic Corporation;

•

For Ms. Heisz, as a seasoned investment banking and finance executive, including in her role as former managing director of the Los Angeles office of Lazard Freres & Co., where she provided strategic financial advisory services for clients in a variety of industries, as managing director of the Los Angeles office of Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.) for six years, specializing in mergers and acquisitions as well as leveraged finance, as a vice president at Salomon Brothers, and as a senior consultant at Price Waterhouse; and

•	For Mr. McGregor, as a seasoned executive with active supervisory experience of financial and accounting functions, including as President and Chief Executive Officer of Broadcom Corporation and President and Chief Executive Officer of Philips Semiconductor.

•	confidentially or anonymously through the Company’s Hotline, 1 (877) INGRAM2, or 1 (877) 464-7262; or

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by writing to the Board of Directors. The Corporate Secretary will promptly forward such interested person communications so received to the Company’s Board of Directors, to the individual director or directors to whom the communication was addressed or to other appropriate departments or outside advisors, depending on the nature of the concern. Interested persons who wish to communicate directly with the Board of Directors may do so by writing to our Corporate Secretary, Worldwide Legal Department, Ingram Micro Inc., 3351 Michelson Drive, Suite 100, Irvine, California 92612. Communications that relate to general surveys, solicitations of business, advertisements, unsolicited resumes, product inquiries or complaints, sales or other communications that are unrelated to the role and responsibilities of the Board are not considered appropriate for action by the Board and are not forwarded.

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*	Represents less than 1% of our outstanding common stock.

(1)	Treasury shares are not included when calculating percent of class of common stock.

(2)

The following table shows the number of shares of our common stock beneficially owned by our current directors, our named executive officers and our current directors and executive officers as a group in respect of: (i) vested options, (ii) options that vest within 60 days of April 2, 2016, (iii) shares of common stock held by Fidelity Management Trust Company as administrator of the Ingram Micro 401(k) Plan, as amended, based on information received from such administrator as of December 31, 2015, and (iv) shares of common stock held by New York Life Retirement Plan Services as record keeper and custodian of the Ingram 401(k) Plan administered by The Ingram 401(k) Committee, based on information received from such administrator as of December 31, 2015.

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(3)	Excludes 197,650; 17,446; 44,461; and 20,408 restricted stock units owned by Dr. Laurance, Mr. Atkins, Ms. Heisz, and Mr. Oosterman, respectively, which are vested, but for which settlement is deferred and will not occur within 60 days of April 2, 2016.

(4)	Mr. Ingram is a trustee of the E. Bronson Ingram QTIP Marital Trust (the “QTIP Trust”), and accordingly can be deemed to be the beneficial owner of shares held by the QTIP Trust.

(5)	Includes 3,099,259 shares, for Mr. Ingram held by a trust under which Mr. Ingram is a trustee or can be deemed to be the beneficial owner of the shares.

(6)

This information was obtained from the Schedule 13G/A filed with the SEC on February 12, 2016 by FMR LLC ("FMR"), 245 Summer Street, Boston, Massachusetts 02210, representing shares held as of December 31, 2015. FMR reports sole voting power with respect to 5,005,045 shares and sole dispositive power with respect to 14,765,745 shares. Edward C. Johnson 3d, Chairman of FMR, and Abigail P. Johnson, Director, Vice Chairman, Chief Executive Officer and President of FMR LLC, through their voting control of FMR, report beneficial ownership with respect to 14,765,745 shares. The beneficial ownership reported by FMR includes shares held by its subsidiaries FMR Co., Inc., Fidelity (Canada) Asset Management ULC (formerly known as Pyramis Global Advisors (Canada) ULC), Fidelity Institutional Asset Management Trust Company (formerly known as Pyramis Global Advisors Trust Company), FIAM LLC (formerly known as Pyramis Global Advisors, LLC) and Strategic Advisers, Inc.

(7)	This information was obtained from the Schedule 13G/A filed with the SEC on January 26, 2016 by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York 10022, representing shares held as of December 31, 2015. BlackRock reports sole voting power with respect to 10,478,564 shares and sole dispositive power with respect to 11,145,630 shares.

(8)

This information was obtained from the Schedule 13G/A filed with the SEC on February 10, 2016 by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19355, representing shares held as of December 31, 2015. Vanguard reports sole voting power with respect to 111,409 shares, sole dispositive power with respect to 10,538,500 shares, and shared dispositive power with respect to 109,409 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 102,009 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 16,800 shares as a result of its serving as investment manager of Australian investment offerings.

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(1)	Mr. Sherman was hired as the Executive Vice President, Human Resources on May 1, 2015.

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Not Increasing Base Pay.  The Committee met in March 2015 to review the base pay of each NEO and determine any base pay changes. Salaries are reviewed annually to ensure they are externally competitive, reflect individual performance and are internally equitable relative to other Ingram Micro executives. As a result of the soft market conditions during the first part of the year, the CEO recommended that the base salaries of the NEOs remain flat. The Committee considered this recommendation and agreed not to increase the base salary of the CEO or any of the remaining NEOs during 2015.

•

Using Negative Discretion and Challenging Targets to Differentiate Payments Under Our Annual Executive Incentive Award Program (“EIAP”). The EIAP is a short-term incentive plan under which participants can earn annual cash payments based on annual company and individual performance. The primary objective of the 2015 EIAP was to drive focus on growth and returns of the overall business. The CEO and other Section 16 officers' EIAP was paid from an EIAP Pool that required the achievement of Pre-Tax Profit ("PT") of $325M to be funded at one hundred percent. While the EIAP Pool was fully funded at $8.5 million, upon detailed review of 2015 financial performance of the company; the impact of extremely challenging market conditions and strong foreign exchange headwinds on financial results; Total Shareholders Return ("TSR") results; growth through targeted acquisitions; execution of our global initiative to save $100 million annually; and individual management objectives, the Committee applied negative discretion and paid out 48% of the EIAP Pool available to the CEO and other NEOs. The individual payments are discussed further on page 33 and range between 73.7% to 166.7% of target annual incentive.

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Granting Special Performance-Based Awards. In December 2014, the Committee discussed the hiring efforts of competitors and its concern that key executives of the Company may be solicited to leave and join these competitors during a time of critical growth and change. After reviewing and considering a number of possible solutions, the Committee decided it would be prudent to put in place a special long-term performance based award that would be settled in equity and feature challenging 2016 EPS performance requirements and incentivize key executives to remain focused on stock price improvement through 2020. This program provided certain key executives with a written communication in February 2015 of the target dollar value that upon the achievement of a certain 2016 EPS target, will be converted to equity on the first trading day of the week following the reporting of the fourth quarter of fiscal year 2016 results (likely February 2017). The equity will then vest 50% on the first anniversary (likely February 2018) and 50% on the third anniversary (likely February 2020) of that 2017 conversion to equity as long as the key executive remains employed by the Company. Mr. Read received a grant value of $2.5M and Mr. Gupta received a grant value of $1.5M under this program. The CEO and other NEOs did not receive a grant under this program.

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Granting Special New Hire Equity Award. In order to encourage Mr. Sherman to join the Company and immediately tie a portion of his compensation to the Company's performance he received a sign-on equity grant of 30,000 options. These options were granted with an exercise price of $25.65, the closing price on May 1, 2015, and vest 50% on the second anniversary of the grant, May 1, 2017, and 50% on May 1, 2018. This option grant was valued at $150,600 using the Black Scholes value of $5.02.

•	Granting Performance-Based Equity Awards.  The Committee granted both stock options and PSUs to our NEOs as follows:

(1)	40% of the target total grant value was in PSUs that will be eligible for vesting in June 2018 based on achievement of earnings per share goals over a three-year performance measurement period (2015-2017) (“EPS PSUs”).

(2)	30% of the target total grant value was earned based on achievement of fiscal 2015 pre-tax profitability goals and will vest in equal installments in June 2017 and 2018 (“PT PSUs”);

(3)	30% of the target total grant value was in stock options that vest in three equal installments in June 2016, 2017, and 2018 and expire in 7 years.

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(1)	Increase in table reflects CEO's total annual compensation from the Summary Compensation Table for 2015 compared to 2014's disclosure. In 2015 the CEO's compensation increased at a lower rate than the annual TSR.

(2)	Increase in table reflects CEO's total annual compensation earned during 2014 compared to 2013 without the special premium-priced option awards granted in 2013 valued at $5.0 million with an exercise price of $26.00 and a closing price on the grant date of $23.91; CEO's compensation decreased 32% if premium-priced option award is included.

(3)	Increase in table reflects CEO’s total annual compensation earned during 2013; when the special premium-priced option award is included, CEO compensation increased 77.6%.

•	Executives are subject to significant stock ownership guidelines, including the requirement for executives to obtain permission from the Company before selling shares, even during an open trading period;

•	A claw-back policy exists that provides for the repayment of incentive compensation in appropriate circumstances;

•	Different performance metrics are used under the Company’s short-term and long-term incentive plans;

•	Awards under the Company’s short-term and long-term incentive plans are capped to limit "windfalls";

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•	The Company has a policy prohibiting its associates (including our executive officers and directors) from using Company stock in hedging transactions;

•	None of the Company’s directors or executive officers engage in short sales of Company securities, hold Company securities in a margin account or have Company securities pledged as collateral for a loan, and any Company securities transaction requires approval from the General Counsel;

•	None of the current executive officers have employment agreements;

•	Benefits and perquisites are not provided to NEOs beyond the level provided to all other levels of management;

•	The Company’s change in control policy requires a “double trigger” before benefits are paid, does not have any provision for tax gross-ups, and does not automatically accelerate vesting;

•	Repricing of options is not permitted without the consent of shareholders;

•	The Committee retains and consults with its independent outside compensation consultant on a regular basis and has sole discretion to engage or terminate its compensation consultants and other advisors.

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1.	Target executive compensation with reference to the market median (50th percentile) for each element of pay and in total to be competitive with other employment opportunities.

•	A competitive compensation program is critical in attracting, retaining and motivating the Company’s senior leadership in order to achieve its long-term business and financial objectives.

•

The Company benchmarks executive officer compensation annually against survey data from Mercer’s Executive Benchmark Database covering general industry companies with annual revenues between $6 billion and $23 billion, as well as a comparator peer group of 34 publicly traded companies in four related industries (Technology Distributors, Electronic Equipment Manufacturers, Logistics and Health Care Distributors, and Retailers and Other Companies), to assess the competitiveness of total compensation and pay mix. This comparator peer group is a closer match to the market capitalization of the Company than the general industry data. The following peer group is the same as was used for benchmarking purposes for the prior year, except that Molex and Pacer International were removed due to their being acquired in 2014:

•	Size: Companies with market capitalization that generally range around Ingram Micro’s market capitalization.

•	Business Focus: Publicly traded companies with representation weighted towards distribution and other related industries with which we compete for executive talent.

•	Consistency: The peer group should be relatively stable and preferably be multi-national companies.

•

Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of executive officers. For 2015 compensation decisions, management engaged Mercer to collect and report the general industry survey data which was then reviewed by Cook, the Committee’s independent outside advisor. Due to the unique revenue characteristics of a distribution business (e.g., high revenues at low margins), revenue is not directly comparable to general industry benchmarks. As a result, general industry market data was used for companies with significantly lower revenues than Ingram Micro. Cook provided the Committee with its own analysis and conclusions to be drawn from the data and advised the Committee on setting appropriate compensation levels for Ingram Micro’s NEOs, including our CEO.

•

Cook’s compensation report examined the competitiveness of Ingram Micro’s executive compensation programs in total and by each element of compensation (base pay, annual incentives, and long-term incentives). In doing so, the value of each of Ingram Micro’s NEO’s compensation elements was compared to median information available from the defined comparator group. Benefits and perquisites were not included in the 2015 report as they represent a small portion of our executive officers’ total remuneration.

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(1)

Mr. Monié’s 2015 EIAP payment was based on a sustained turnaround of corporate performance following significant restructuring and cost-reduction exercises over several years including the 2015 initiative to save $100 million annually, performance against the 2015 plan, the geographic and business mix expansion of the company through a number of complex, strategic acquisitions, improvement in consistency of performance and enhancement of credibility with investors, all of which contributed to significant share price appreciation.

(2)	Mr. Humes' award took into consideration the Company's overall financial performance and his execution on the following strategic objectives: successful implementation of finance systems including line of business automation, financial planning systems, as well as successfully driving the working capital improvement project.

(3)	Mr. Read's award took into consideration the Company's overall financial performance and his execution on the following strategic objectives: developing higher margin businesses worldwide, driving change to reduce operating costs, as well as successful implementation of the working capital improvement project.

(4)	Mr. Gupta’s award has been converted to USD and took into consideration the performance of the global mobility business, the Company’s overall financial performance and his execution on the following strategic objectives: integration of mobility acquisitions, expansion of the mobility business into new geographies and types of services, growth of the mobility business in existing countries.

(5)	Mr. Sherman's award has been prorated based on his time with the company and took into consideration the Company's overall financial performance and his execution on the following strategic objectives: development of multi-year framework for the Human Resources function and leadership of our global restructuring and design.

(1)	Financial results exclude the impact of material acquisitions and other costs as outlined in the program, consisting primarily of reorganization, integration and transition costs associated with the integration of our acquisitions and the implementation

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(2)

The organization experienced extremely challenging market conditions and strong foreign exchange headwinds that impacted the 2015 financial results. In establishing the 2015 business and incentive plans, management planned for the translation of foreign currencies to have a negative impact of up to $0.15/share. The actual negative impact of foreign currency translation in 2015 was $0.25/share. The Committee approved neutralizing the impact of the extraordinary foreign exchange impact versus 2015 budget for the purposes of calculating EIAP payments on the worldwide plan resulting in the foreign exchange adjusted EPS result of $2.73 or 76% of our target.

•	This target value was delivered to the NEOs in the form of stock option and PSU grants as follows:

◦	40% of the target grant value will be eligible for vesting in June 2018 based on achievement of earnings per share goals (EPS PSUs) in the final year of a three-year performance measurement period (2015-2017).

◦	30% of the target grant value would be earned based on achievement of fiscal 2015 pre-tax profitability goals (PT PSUs) and, to the extent earned, will vest in equal installments in June 2017 and 2018; and

◦	30% of the target grant value in stock options that vest in three equal installments in June 2016, 2017, and 2018 and expire in 7 years. These stock options had the Black-Scholes value of $6.53.

•	The target dollar value granted for the NEOs, excluding CEO, ranged from 114% to 272% of their respective base salaries. The CEO target grant was 550% of his annual base salary. The awards were based on comparison to peer group and individual performance.

(1)	Value at grant is based on the grant date fair value of $27.01 per PSU on June 1, 2015 with respect to all NEOs and the Black-Scholes value of $6.53 per option determined on the same date. More details of this accounting value can be found in the Summary Compensation Table footnotes below.

•

PT PSUs. The PT PSUs are eligible to be earned based on the achievement of fiscal 2015 PT goals, with vesting of any earned amount in equal installments in June 2017 and June 2018. The Committee confirmed on March 8, 2016 that the 2015 PT result exceeded the predetermined target level ($100 million), resulting in 100% of the PT PSUs becoming eligible for vesting on the following schedule: 50% on June 1, 2017, and 50% on June 1, 2018 as long as the

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EPS PSUs. The EPS PSUs are eligible to be earned based on EPS achievement over a three-year period (fiscal 2015-2017). To the extent the Company achieves specific EPS results at the end of the three year measurement period, the earned portion of the PSUs will fully vest on June 1, 2018 (or at the time the Committee confirms the EPS performance for fiscal year 2017, if later) if the NEO remains employed by the Company on the vest date (other than due to specified conditions such as death or termination without cause). The Committee believes the targets were set with appropriate levels of difficulty for the three-year performance measurement period. The maximum number of EPS PSUs available to vest under this 2015 program will be capped at 200% of the target number of units.

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(1)	The salary information provided for 2015 reflects salary paid during the 26 pay periods (in the US) in our fiscal year January 4, 2015 through January 2, 2016. The salary information for 2014 consisted of 27 pay period (in the US) for the fiscal year.

•

Mr. Gupta, as an expatriate in the United Kingdom, is tax equalized to Singapore. While the majority of his pay was paid in Singapore dollars through Singapore payroll, a portion of his pay was paid in pounds. Salary paid in Singapore dollars and in pounds were converted to U.S. dollars for reporting purposes using the 2015 fiscal year-end exchange rate as of January 2, 2016 of SGD 1 = US$0.7095 and GBP 1 = US$1.4747, respectively.

(2)

Stock Awards reflect the aggregate grant date fair value, calculated in accordance with ASC 718, for PSU awards granted during the respective year. PSU awards granted during 2015 included an annual award granted to the NEOs on June 1, 2015. The valuation assumptions and methodology used to determine such amounts are set forth in Notes 2 and 12 to our Consolidated Financial Statements included in our Form 10-K for the year ended January 2, 2016. The Grant date value of the EPS and PT awards is $27.01 per unit for all grants. In the event the EPS awards achieve the maximum performance level of 200%, the value of the EPS and PT equity will be as follows:

•	Mr. Monié - 223,990 units; Maximum value $6,804,816.

•	Mr. Humes - 40,725 units; Maximum value $1,237,226.

•	Mr. Read - 81,452 units; Maximum value $2,474,512.

•	Mr. Gupta - 32,580 units; Maximum value $989,780.

•	Mr. Sherman - 22,399 units; Maximum value $680,482.

(3)

The NEOs received an annual award of Non-Qualified Stock Options on June 1, 2015 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $27.01, the closing price of IM stock on June 1, 2015. The options will vest in three equal annual installments beginning June 1, 2016 and expire on June 1, 2022. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $6.53 per share value on June 1, 2015 and was

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(4)	Non-Equity Incentive Plan Compensation for 2015 represents the 2015 EIAP that was paid in March 2016. Mr. Gupta’s EIAP payment was converted using the 2015 fiscal year-end exchange rate as of January 2, 2016 of SGD 1 = US$0.7095.

(5)	The amounts in this column for 2015 are itemized in the “All Other Compensation Table – Fiscal Year 2015” table following these footnotes.

(6)	The “Total Realized Compensation” shown below includes all cash compensation as disclosed in the Summary Compensation Table and any income on the exercise of stock options and PSUs released during that calendar year.

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(a)	Company Contributions to Retirement Savings Plans — Consists of employer contributions to qualified and nonqualified retirement savings plans and personal retirement accounts.

(b)	Health/Welfare Benefits — Consists of executive physical examinations and executive long-term disability insurance premiums.

(c)	Expatriate Compensation — For Mr. Gupta, consists of $34,193 in expatriate health insurance premiums; $185,812 in housing allowance in the United Kingdom; transportation allowance of $28,019; and home leave airfare expense of $6,709 which was incurred in 2015 for Mr. Gupta and his spouse.

(d)	Tax Equalization — Consists of foreign taxes paid, tax settlements and other taxes related to foreign assignments that were paid by the Company, related to the 2014 income tax year, over and above the individual’s stay-at-home tax obligations.

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(1)	Ingram Micro granted two separate awards of PSUs under the 2011 Incentive Plan, as amended, on June 1, 2015 to reward achievement of financial goals that support increased shareholder value. The metrics are defined and discussed in more detail in "Compensation Discussion and Analysis" above.

•	PT PSUs: The first award of 61,088, 11,107, 22,214, 8,886 and 6,109 PSUs at "Target," respectively, to Messrs. Monié, Humes, Read, Gupta and Sherman relate to PT performance metrics. Since the award provides only for a single payout, that amount is reported as "Target".

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•	EPS PSUs: The second award of 81,451, 14,809, 29,619, 11,847 and 8,145 at "Target," respectively to Messrs. Monié, Humes, Read, Gupta and Sherman relate to EPS performance metrics. The maximum number of EPS PSUs available to vest for over achievement of performance goals is 200% of the target award.

(2)

Ingram Micro granted Non-Qualified Stock Options under the 2011 Incentive Plan, as amended, on June 1, 2015, with an exercise price of $27.01, which was the closing price of the Company's stock on June 1, 2015. The options will vest in three equal installments beginning June 1, 2016 and expire on May 31, 2022. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $6.53 per share value on June 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.56%; expected option life of 4.5 years; dividend yield of 0%; and risk free interest rate of 1.55%.

(3)	Incentive Awards under the 2015 EIAP. The actual 2015 incentive awards earned by Messrs. Monié, Humes, Read, Gupta and Sherman are as disclosed in the "Summary Compensation Table under Non-Equity Incentive Plan Compensation." See the discussion above under “Compensation Discussion and Analysis — How Designed and Determined — Annual Executive Incentive Award Program”.

(4)

In February 2015, Mr. Read and Mr. Gupta were awarded special performance-based awards of $2.5M and $1.5M, respectively. Upon the achievement of a certain 2016 EPS target, these awards will convert to equity on the first trading day of the week following the fourth quarter of fiscal year 2016 results. The equity will then vest 50% on the first anniversary and 50% on the third anniversary as long as the key executive remains employed by the Company. The CEO and other NEOs did not receive a grant under this program.

(5)

Ingram Micro granted Mr. Sherman Non-Qualified stock options under the 2011 Incentive Plan, as amended, on May 1, 2015, with an exercise price of $25.65, which was the closing price of the Company's stock. The options will vest 50% on the second anniversary of that date and 50% on the third anniversary of that date to expire on April 30, 2020. Mr. Sherman became a Section 16 Officer on June 2, 2015. The grant date fair value of the stock options in the table is based on a Black-Scholes $5.02 per share value on May 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.64%; expected option life of 3.25 years; dividend yield of 0%; and risk free interest rate of 0.97%.

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(a)	All values are based on the closing price ($30.38) of Ingram Micro stock on the last trading day of the fiscal year (December 31, 2015).

(1)

Mr. Monié received a grant of premium-priced Non-Qualified Stock Options (1,400,000) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The closing price of IM stock on November 18, 2013 was $23.91. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.

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(2)

Non-Qualified Stock Options were granted on June 2, 2014 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $27.96, the closing price of IM stock on June 2, 2014. The options will vest in three equal annual installments beginning June 2, 2015 and expire on June 1, 2019. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $5.77 per share value on June 2, 2014 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.94%; expected option life of 3.5 years; dividend yield of 0%; and risk free interest rate of 1.023%.

(3)

Non-Qualified Stock Options were granted on June 1, 2015 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $27.01, the closing price of IM stock on June 1, 2015. The options will vest in three equal installments beginning June 1, 2016 and expire on May 31, 2022. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $6.53 per share value on June 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.56%; expected option life of 4.5 years; dividend yield of 0%; and risk free interest rate of 1.55%.

(4)

PSUs were granted on June 3, 2013 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS, OI & ROIC) over a three-year performance measurement period (2013-2015). If specific threshold performance levels are not met, no shares will be issued in 2016 in respect of such PSUs. On March 8, 2016 the Committee approved the Company's 2013 Performance Share Program's performance results at 99.4% achievement of target results (the amounts presented in this table). The shares will vest on June 3, 2016.

(5)

PSUs were granted on June 3, 2013 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro’s TSR over a three-year performance measurement period (2013-2015) exceeds the three-year TSR of a specific peer group over the performance measurement period. If Ingram Micro’s three-year TSR does not exceed the peer group’s TSR, no shares will be issued in 2016 in respect of such PSUs. On March 8, 2016 the Committee approved the Company's 2013 Performance Share Program's performance results at 44.2% achievement of target results (the amounts presented in this table). The shares will vest on June 3, 2016.

(6)	PSUs were granted on June 3, 2013 under the 2013 Performance Share Program. The 2013 PT result exceeded the requirement resulting in 100% achievement of the PSUs, 50% vested on June 3, 2015 and 50% will vest on June 3, 2016. Mr. Read’s award was granted on October 1, 2013 and the award has the same measurement/performance criteria as all other NEOs’ awards.

(7)

PSUs were granted on June 2, 2014 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS) over a three-year performance measurement period (2014-2016). If specific threshold performance levels are not met, no shares will be issued in 2017 in respect of such PSUs. The number in the table represents the amount that will vest upon 100% achievement of target results. The following shows the maximum that may be earned:

•	Maximum at 200% for Mr. Monié is 196,710 units.

•	Maximum at 200% for Mr. Humes is 46,494 units.

•	Maximum at 200% for Mr. Read is 71,530 units.

•	Maximum at 200% for Mr. Gupta is 28,612 units.

(8)	PSUs were granted on June 2, 2014 under the 2014 Performance Share Program. The 2014 PT result exceeded the requirement resulting in 100% achievement of the PSUs, which will vest 50% on June 2, 2016 and 50% on June 2, 2017.

(9)

PSUs were granted on June 1, 2015 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS) over a three-year performance measurement period (2015-2017). If specific threshold performance levels are not met, no shares will be issued in 2018 in respect of such PSUs. The number in the table represents the amount that will vest upon 100% achievement of target results. The following shows the maximum that may be earned:

•	Maximum at 200% for Mr. Monié is 162,902 units.

•	Maximum at 200% for Mr. Humes is 29,618 units.

•	Maximum at 200% for Mr. Read is 59,238 units.

•	Maximum at 200% for Mr. Gupta is 23,694 units.

•	Maximum at 200% for Mr. Sherman is 16,290 units.

(10)	PSUs were granted on June 1, 2015 under the 2015 Performance Share Program. The 2015 PT result exceeded the requirement resulting in 100% achievement of the PSUs, which will vest 50% on June 1, 2017 and on June 1, 2018.

(11)

In February 2015, Mr. Read and Mr. Gupta were awarded special performance-based awards of $2.5M and $1.5M, respectively. Upon the achievement of a certain 2016 EPS target, these awards will convert to equity on the first trading day of the week following the fourth quarter of fiscal year 2016 results. The equity will then vest 50% on the first anniversary and 50% on the third anniversary as long as the key executive remains employed by the Company. The CEO and other NEOs did not receive a grant under this program.

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(12)

Mr. Sherman was granted Non-Qualified Stock Options, under the Ingram Micro 2011 Incentive Plan, as amended, on May 1, 2015 with an exercise price of $25.65 in order to entice him to join the Company as Executive Vice President, Human Resources and to immediately tie a portion of his compensation to the Company's performance. The options will vest 50% on the second anniversary of that date and 50% on the third anniversary of that date to expire on April 30, 2020. The grant date fair value of the stock options is based on a Black-Scholes $5.02 per share value on May 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.64%; expected option life of 3.25 years; dividend yield of 0%; and risk free interest rate of 0.97%.

(1)	Value realized is the difference between the fair market value of a share of the Company’s common stock on the day of exercise and the exercise price.

(2)	Value realized is calculated by multiplying the gross number of vested PSUs by the closing price of the Company’s common stock on the day the vesting occurred or, if the vesting occurred on a day the NYSE was closed for trading, the previous trading day.

(3)	Mr. Sherman did not exercise options or have any shares vest in fiscal year 2015.

(1)

Executive officers who are paid on the U.S. payroll may voluntarily participate in the Supplemental Plan, a nonqualified deferred compensation arrangement. The Supplemental Plan, in general, operates to restore 401(k) plan benefits, including Company matching contributions, which were reduced or limited by the Internal Revenue Code. Under terms of the Supplemental Plan, participants may elect to defer up to a combined 50% of their base salary and annual bonus between the Supplemental Plan and the 401(k) Plan. In conformance with Section 409A of the Code, deferral and distribution elections are made by each participant prior to the beginning of each calendar year. The Company will have the discretion to make an employer match on behalf of the participants who make plan deferrals for 2015 and remain employed through December 31, 2015. For the 2015 Plan year, the Company made an employer match in February 2016 equal to 50% of the deferrals that did not exceed 5% of eligible compensation, reduced by the 2015 employer matching contributions to

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(1)	Payment to be calculated and paid on the same basis and at the same time as the annual bonus payments to actively employed Ingram Micro executives under the 2015 EIAP.

(2)	Severance benefits provided under the Severance Policy and the CIC Policy are subject to the participant’s execution of a release of claims and covenant agreement satisfactory to the Company and are payable in a lump sum cash payment.

(3)	Effective January 1, 2007, the definition of retirement under our equity incentive plan for awards granted to participants was amended to provide that normal retirement is defined as age 65 or greater with five or more years of service and early retirement is defined as age 55 or greater with 10 or more years of service. These retirement provisions are applicable to all NEOs.

a.	the last date of employment for the NEO is the last business day of our last fiscal year, January 2, 2016;

b.	annual base salary at termination is equal to salary as of January 2, 2016;

c.	annual target incentive at termination is equal to target incentive as of January 2, 2016; and

d.	estimated value of accelerated vesting of equity is based on the closing price of our stock ($30.38) on December 31, 2015 (the last trading day of our fiscal year) less, in the case of stock options, the applicable exercise price.

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(1)

Includes the vesting of 2013 and 2014 Performance Share Programs based on PT, which the Committee previously approved at 100% achievement. On March 8, 2016, the Committee approved the 2013 Performance Share Program based on EPS at 99.4%, 2015 Performance Share Program based on PT at 100%, and 2013 Performance Share Program based on TSR at 44.2% achievement. While the Committee has approved these achievements, the vesting of any uncancelled shares will not begin until June 2016; therefore, they remain unvested for the purposes of these termination scenarios. We are unable to predict the final achievement of the 2014 and 2015 Performance Share Program awards based on EPS; however, in order to estimate a value under each termination scenario it was assumed target level performance was achieved. Actual achievement and resulting payment for the 2014 and 2015 Performance Share Program awards will be determined in early 2017 and 2018, respectively. The payout values in the table are based on the closing price ($30.38) of Ingram Micro stock

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(2)	Mr. Sherman elected no health benefits coverage with the Company in 2015. However, in the case of Change in Control, the Company shall be providing the cost of premiums for health benefits similar to other NEOs with family coverage.

(3)

Basic Life and Accidental Death and Dismemberment benefits for U.S.-based NEOs are one (1) times earnings, subject to a maximum of $1,000,000 each. For Mr. Gupta, he retains core Singapore employee death and disability benefits coverage which is two (2) times his annual base salary, subject to a maximum of SGD 1,616,307 (US$1,146,770) for disability benefits, and SGD 1,050,000 (US$744,975) for death benefits and an additional $25,000 of life insurance coverage for expatriates under Cigna International Program. Upon death, all unvested stock options would immediately vest and the estate would have one year to exercise.

(4)	Repatriation and Relocation Expenses: Under all termination conditions, except for “cause”, Mr. Gupta will also receive repatriation/relocation assistance for himself and his spouse to include airfare and shipment of household goods under the terms and conditions similar to the relocation assistance he received when he relocated from Singapore to the United Kingdom.

(5)

Includes special performance-based awards granted to Mr. Read and Mr. Gupta with targeted values of $2.5M and $1.5M, respectively. These awards will convert to equity on the first trading day of the week following the fourth quarter of fiscal year 2016 results and the achievement of a certain 2016 EPS target. The equity will then vest 50% on the first anniversary and 50% on the third anniversary as long as the key executive remains employed by the Company. The CEO and other NEOs did not receive a grant under this program.

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The Second Amendment to the Plan sets the minimum vesting requirement of one (1) year on Awards granted under the Plan, except that the Committee retains discretion to grant Awards without the minimum one (1) year vesting standards with respect to Awards covering, in total, no more than five percent (5%) of the total number of Shares authorized for all Awards under the Plan. Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards in the event of the participant’s death or disability. We believe the one (1) year vesting

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•	The Second Amendment to the Plan will enhance the existing prohibitions against the liberal recycling of options by excluding shares that are reacquired with cash tendered in payment of the Exercise Price of an Award from being included in or added to the number of Shares available for issuance under the Plan.

•	During the period beginning on June 8, 2011, when the Plan was approved by our shareholders and became effective, and ending on April 2, 2016, we granted equity awards representing a total of approximately 11,095,717 shares.

•	During fiscal 2015, our historical usage rate (or burn rate) was 1.94%, which we define as the total shares subject to equity awards granted during the period divided by the total number of shares outstanding on the last day of fiscal 2015, including shares subject to equity awards that were subsequently forfeited or cancelled.

•

The Company’s three-year average burn rate is 2.43% (2013-2015). The three-year average burn rate was determined as (i) options granted plus full-value shares divided by (ii) total common shares outstanding on the last day of the applicable fiscal year. We believe this is significantly lower than the average three-year burn rate for our industry peer group (GICS Code 4520: Technology Hardware & Equipment) and meets the burn rate standards for the industry.

•

As part of our acquisition strategy, beginning with the acquisition of BrightPoint in October 2012 and including subsequent acquisitions,we granted equity awards to certain executives and key employees of the acquired companies in order to incentivize them to remain with the Company following the close of the transaction. Since June 5, 2013, when the First Amendment added 12,000,000 shares to the Plan, the number of executives and key employees eligible to participate in our Plan, has increased about 27%, both as a result of organic growth and through acquisitions. Additionally, in 2015 the Committee granted special performance based awards that will be settled in shares to key employees in order to provide challenging 2016 EPS performance requirements and incentivize key executives to remain focused on stock price improvement through 2020. We expect to continue to acquire and to grant equity awards to such executives and key employees, consistent with our historical practices of utilizing equity awards to reward and incentivize our executives and key employees and as a result, we will increase our share usage under the Plan. If we do not increase the shares available for issuance under the Plan, then based on historical usage rates of shares under our equity plans and a range of possible grant date fair values, we would expect that the share limit under our Plan would be insufficient to grant annual equity awards in 2018, and may be insufficient in 2017 if we complete sizable acquisitions in 2016 or early 2017, at which time we would lose an important compensation tool aligned with shareholder interests to attract, motivate and retain highly qualified talent.

•

Based on historical usage and the increase in the number of our executives and participating employees over the past several years, we estimate that the shares reserved for issuance under the Plan (as amended by the Second Amendment) would be sufficient for at least 3 years of awards, assuming outstanding grants achieve maximum performance and we continue to grant awards consistent with our historical usage and current practices, noting that future circumstances may require us to change our current equity grant practices. Based on the foregoing, we expect that we would require an additional increase to the share reserve under the Plan in 2019 for our 2020 annual award cycle (primarily dependent on the future price of our shares, performance achieved in previously granted performance plans, award levels and amounts and hiring or acquisition activity during the next few years), noting again that the share reserve under the Plan (as amended by the Second Amendment) could last for a longer or shorter period of time, depending on our future equity grant practices, which we cannot predict with certainty at this time.

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•	As of April 2, 2016, our overhang rate, calculated by dividing (i) the number of shares subject to equity awards outstanding as of April 2, 2016 plus the number of shares remaining available for issuance under our Plan by (ii) the number of our shares outstanding as of such date, was 14.7%.

•	If the Second Amendment is approved by our shareholders, our overhang rate will increase from 14.7% to 22.7%, based on the number of our shares outstanding as of April 2, 2016.

•	Based on the above information about potential plan costs and usage rates, management concluded that the additional share request is reasonable and consistent with market practice and shareholder preference.

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•	Provide for the purchase of an award for an amount of cash equal to the amount that could have been attained upon the exercise of such award or realization of the participant’s rights;

•	Provide for the replacement of one or more awards with other rights or property selected by the administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such award or realization of the participant’s rights had such award been currently exercisable or payable or fully vested;

•	Provide that one or more awards will be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or will be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

•	Adjust the number and type of shares of the Company’s stock (or other securities or property) subject to outstanding awards, and/or in the terms and conditions of (including the grant, exercise or purchase price), and the criteria included in, outstanding options, rights and awards and options, rights and awards that may be granted in the future;

•	Provide that the award will be exercisable or payable or fully vested as to all shares covered thereby, notwithstanding anything to the contrary in the award agreement or the Plan; and

•	Provide that the award cannot vest, be exercised or become payable after such event.

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(1)	Includes 10,296 restricted stock awards which were granted to Mr. Read when he served as a board member from September 2012 through September 2013.

(2)	Includes all employees, other than current executive officers and current directors, who are not executive officers and former directors.

(1)	Does not reflect unvested awards of time and performance restricted stock units/awards of 4,426K at 100% target and an additional 1,334K shares at maximum achievement.

(2)	Does not reflect performance awards of $19,500K that will be settled with restricted stock units if performance requirement is met. At the December 31, 2015 market close price of $30.38, this would be 642K shares.

(3)	Balance reflect shares available to issue, taking into account granted options, time vested restricted stock units/awards and performance vested restricted stock units assuming maximum achievement. Does not include shares that may be granted under footnote 2.

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(1)	Does not reflect unvested awards of time and performance restricted stock units/awards of 4,432K at 100% target and an additional 1,306K shares at maximum achievement.

(2)

Does not reflect special performance awards of $18,250K (decreased from $19,500 as of January 2, 2016) which will be converted to equity when the performance requirement is met. Based on market close price of $35.94 on April 1, 2016, this would be approximately 508K shares. The decrease is due to cancellation of an award due to termination of employment prior to the grant of restricted stock units.

(3)	Balance reflect shares available to issue, taking into account granted options, time vested restricted stock units/awards and performance vested restricted stock units assuming maximum achievement. Does not include shares that may be granted under footnote 2.

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•

Audit Fees. PwC’s fees for auditing Ingram Micro’s annual financial statements and internal controls pursuant to the Sarbanes-Oxley Act of 2002, review of interim financial statements included in the Company’s Form 10-Q filings, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements were (1) $9,232,000 for fiscal year 2014, of which $4,550,000 was billed by PwC in fiscal 2015, and (2) $8,425,000 for fiscal year 2015, of which $2,304,000 will be billed by PwC in fiscal 2016. The actual amounts that will be paid in fiscal year 2016 may be different due to the impact of foreign exchange at the time the actual bills are paid.

•

Audit-Related Fees. PwC’s fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above for fiscal years 2014 and 2015 were $303,000 and $238,000, respectively, relating to due diligence services related to our acquisitions, agreed upon or attestation procedures that are required to be delivered by the Company’s independent or statutory auditor pursuant to local law or regulations and/or corporate reorganization activities, as well as consultations by the Company’s management regarding the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of proposed rules, standards or interpretations by the PCAOB, SEC, FASB, or other regulatory or standard setting bodies.

•	Tax Fees. PwC’s fees for services which principally were related to tax compliance and consulting matters were $294,000 in fiscal year 2014 and $631,000 in fiscal 2015. These tax fees related to consultations on technical tax matters, including assistance with U.S. Federal, state and local and international tax matters.

•	All Other Fees. PwC’s fees for all other services were $227,000 in fiscal year 2014 and $0 in fiscal year 2015.

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•	the integrity of Ingram Micro’s financial reporting process and systems of internal controls regarding finance, accounting, legal and ethical compliance;

•	Ingram Micro’s compliance with legal and regulatory requirements; and

•	the independence and performance of Ingram Micro’s independent external auditors and internal audit department.

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