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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 3, 2015.

•	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 3, 2015.

•

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 will be voted as you instruct. If you sign, but do not provide instructions, we will follow the Board’s recommendations and vote your shares 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 3, 2015 (your proxy card must be received by that time).

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•	$450,000 for the non-executive Chairman of the Board;

•	$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.

•	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;

•	$105,000 for other Audit Committee members;

•	$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 if any of these chairs is also on the Audit Committee; and

•	$100,000 for all other directors.

•	The Audit Committee members and committee chairs must select the following minimum amount of the cash retainer annually (subject to adjustment for partial years of service). No minimum cash retainer applies to directors who do not serve as Audit Committee members or committee chairs:

•	$30,000 for the Audit Committee chair;

•	$5,000 for other Audit Committee members; and

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•	$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.

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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 3, 2015, which was filed with the SEC on February 27, 2015, 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, 2014 and restrictions lapsed on December 31, 2014. The closing price of Ingram Micro stock on January 2, 2014 was $23.25. Stock options disclosed under “Option Awards” were granted on January 2, 2014 with an exercise price of $23.25 per share, vest at a rate of one-twelfth per month over a twelve-month period commencing January 31, 2014 and expire ten years less one day from grant date. The $6.6613 per share fair value of the January 2, 2014 stock option award was determined in accordance with ASC 718 using a Black-Scholes model and the following assumptions: stock price volatility of 29.00%; expected option life of 5 years; dividend yield of 0%; and risk free interest rate of 1.72%.

(2)

Mr. Atkins was eligible to receive annual Board compensation in the amount of $215,000 (reflecting his service as a member of the Audit Committee). Mr. Atkins elected to receive $5,000 in cash for his service as a member of the Audit Committee and elected to receive $210,000 in restricted stock units, which he deferred until December 31, 2020. In March 2014, the compensation of our Board members was adjusted and Mr. Atkins became entitled to an additional $20,000 in cash, which included additional compensation for his service as the Human Resources Committee chair as of September 8, 2014. The cash compensation was paid to Mr. Atkins in four quarterly installments (prorated to include additional compensation for his service as Human Resources Committee chair effective September 8, 2014).

(3)	Mr. Barnes joined the Board on June 4, 2014 and was eligible to receive annual Board compensation in the amount of $137,083 of which he elected to receive $55,083 in cash and $82,000 in restricted stock units. Mr. Barnes received his cash compensation in three quarterly installments.

(4)

Ms. Heisz was eligible to receive annual Board compensation in the amount of $240,000 (reflecting her service as Chair of the Audit Committee), of which she elected to receive $110,000 in cash and elected to receive $130,000 in restricted stock units, which she deferred until her retirement from the Board. In March 2014, the compensation of our Board members was adjusted and Ms. Heisz became entitled to receive an additional $11,667 in cash. Ms. Heisz received her cash compensation in four quarterly installments.

(5)	Mr. J. Ingram was eligible to receive annual Board compensation in the amount of $210,000, of which he elected to receive $80,000 in cash and $130,000 in stock options. In March 2014, the compensation of our Board members was adjusted and Mr. Ingram became entitled to receive an additional $11,667 in cash. Mr. Ingram received his cash compensation in four quarterly installments.

(6)	Mr. O. Ingram retired from the Board on June 4, 2014 and he was eligible to receive $107,327 prior to his retirement, of which he was entitled to receive $41,667 in cash and $65,660 in stock options. Mr. Ingram's cash compensation was paid in two quarterly installments.

(7)

Dr. Laurance was eligible to receive annual Board compensation in the amount of $430,000 (reflecting his service as Chairman of the Board), of which he elected to receive all $430,000 in restricted stock units, which he deferred until his retirement from the Board. In March 2014, the compensation of our Board members was adjusted and Dr. Laurance became entitled to receive an additional $11,667, which was paid to Dr. Laurance in three quarterly installments.

(8)

Ms. Levinson was eligible to receive annual Board compensation in the amount of $235,000 (reflecting her service as Chair of the Human Resources Committee through September 8, 2014), of which she elected to receive $105,000 in cash and $130,000 in restricted stock units, which she deferred until January 30, 2016. In March 2014, the compensation of our Board members was adjusted and Ms. Levinson became entitled to receive an additional $5,417 in cash (which reflected her discontinuation as Chair of the Human Resources Committee). Ms. Levinson's cash compensation was paid in four quarterly installments.

(9)

Mr. McGregor 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 $105,000 in cash and $130,000 in restricted stock units. In March 2014, the compensation of our Board members was adjusted and Mr. McGregor became eligible to receive an additional $11,667 in cash. Mr. McGregor's cash compensation was paid in four quarterly installments.

(10)	Ms. Mills joined the Board on June 4, 2014 and was eligible to receive Board compensation in the amount of $134,167 of which she elected to receive $50,000 in cash, and $42,167 in restricted stock units and $42,000 in restricted stock awards. Ms. Mills' cash compensation was paid in three quarterly installments.

(11)

Mr. Oosterman was eligible to receive Board compensation in the amount of $210,000, of which he elected to receive $210,000 in restricted stock units, which he deferred until his retirement from the Board. In March 2014, the compensation of our Board members was adjusted and Mr. Oosterman became eligible to receive an additional $11,667 in cash. Mr. Oosterman's cash compensation was paid in three quarterly installments.

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(12)	Mr. Smith retired from the Board on June 4, 2014 and was eligible to receive annual Board compensation in the amount of $109,174 (reflecting his service as a member of the Audit Committee through his retirement date), of which he was eligible to receive $44,167 in cash and $65,007 in restricted stock units. The cash portion was paid in two quarterly installments.

(13)

Mr. Wyatt was eligible to receive annual Board compensation in the amount of $235,000 (reflecting his services as Chair of the Executive Committee and the Information Technology Committee and due to his service as a member of the Audit Committee), of which he elected to receive $95,000 in cash and $140,000 in stock options. In March 2014 the compensation of our Board members was adjusted and Mr. Wyatt became entitled to an additional $11,667 in cash. Mr. Wyatt's cash compensation was paid in four quarterly installments.

(14)	The table below shows the aggregate numbers of equity awards outstanding for each non-employee director as of January 3, 2015, the last day of our 2014 fiscal year. All unvested equity awards shown in the table below will vest on December 31, 2015.

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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. Generally, our Chief Executive Officer, our President and Chief Operating Officer, our Chief Financial Officer, Executive Vice President, Secretary and General Counsel, and Executive Vice President of Human Resources attend Committee meetings. 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 2014 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

•

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., 1600 East Saint Andrew Place, Santa Ana, California 92705.

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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 current executive officers as a group in respect of: (i) vested options, (ii) options that vest within 60 days of March 16, 2015, (iii) shares of common stock held by Fidelity Management Trust Company as administrator of the Ingram Micro 401(k) Plan, based on information received from such administrator as of December 31, 2014, 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, 2014.

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(3)	Excludes 181,190; 9,033; 50,453; 5,592; and 11,995 restricted stock units owned by Dr. Laurance, Mr. Atkins, Ms. Heisz, Ms. Levinson, and Mr. Oosterman, respectively, which are vested, but for which settlement is deferred and will not occur within 60 days of March 16, 2015.

(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 and 3,099,259 shares, for Mr. Ingram and all executive officers and directors as a group, respectively, which shares are held by various trusts or foundations of which these individuals are trustees or where such individuals could each 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 13, 2015 by FMR LLC ("FMR"), 245 Summer Street, Boston, Massachusetts 02210, representing shares held as of December 31, 2014. FMR reports sole voting power with respect to 5,051,890 shares and sole dispositive power with respect to 20,841,026 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 20,841,026 shares. The beneficial ownership reported by FMR includes shares held by its subsidiaries FMR Co., Inc., Pyramis Global Advisors (Canada) ULC, Pyramis Global Advisors Trust Company, Pyramis Global Advisors, LLC and Strategic Advisers, Inc.

(7)	This information was obtained from the Schedule 13G/A filed with the SEC on January 15, 2015 by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York 10022, representing shares held as of December 31, 2014. BlackRock reports sole voting power with respect to 13,349,792 shares and sole dispositive power with respect to 14,764,580 shares.

(8)

This information was obtained from the Schedule 13G filed with the SEC on February 3, 2015 by Donald Smith & Co., Inc. and Donald Smith Long/Short Equities Fund, L.P., 152 West 57th Street, New York, New York 10019, representing shares held as of December 31, 2014. Donald Smith & Co., Inc. reports sole voting power with respect to 2,208,324 shares and sole dispositive power with respect to 7,801,689 shares. Donald Smith Long/Short Equities Fund, L.P. reports sole voting power with respect to 29,434 shares and sole dispositive power with respect to 7,801,689 shares.

(9)

This information was obtained from the Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19355, representing shares held as of December 31, 2014. Vanguard reports sole voting power with respect to 102,622 shares, sole dispositive power with respect to 9,674,839 shares, and shared dispositive power with respect to 90,722 shares. Vanguard Fiduciary Trust Company, a wholly-owned

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(1)	Mr. Boyd has been Executive Vice President, Secretary and General Counsel since June 2009. Between January 2004 and June 2009, he was the Company's Senior Vice President, Secretary and General Counsel. Prior to January 2004, Mr. Boyd held various positions in the legal department since joining Ingram Micro in January 2000.

(2)	Mr. Maquet retired from his role as Executive Vice President, Corporate on August 1, 2014.

(3)	Mr. Park was hired as Chief Information Officer on December 2, 2013 and, by mutual agreement, his employment ended on June 6, 2014.

•

Base Pay Increases.  The Committee met in March 2014 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, the Committee increased our CEO’s base salary by 11.1% and maintained our CFO’s base salary at 2013 levels. For our remaining NEOs, Mr. Read's base salary was increased by 5.0%, Mr. Gupta’s base salary was increased by 3.0% and Mr. Boyd's base salary was increased by 3.0%. Mr. Maquet and Mr. Park did not receive an increase. Increases were effective June 2014.

•

Setting Challenging Targets Under Our Annual Executive Incentive Award Program (“EIAP”). The primary objective of the 2014 EIAP was to drive focus on growth and returns of the overall business. All NEOs had financial targets and individual requirements that were combined to determine the payment amount. The Corporate NEOs' financial metrics were Earnings Per Share ("EPS"), revenue growth, and Return on Invested Capital ("ROIC"). In addition to these metrics and his individual objectives, Mr. Gupta's EIAP required the Mobility business to meet certain revenue growth, operating income and return on working capital performance requirements.

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•	Granting Performance-Based Equity Awards.  The Committee granted both stock options and performance-based restricted stock units (“PSUs”) to our NEOs as follows:

(1)	20% of the target grant value was in stock options that vest in three equal installments in June 2015, 2016, and 2017 and expire in 5 years.

(2)	30% of the target grant value was earned based on achievement of fiscal 2014 pre-tax profitability goals and will vest in equal installments in June 2016 and 2017 (“PT PSUs”);

(3)	50% of the target grant value was in PSUs that will be eligible for vesting in June 2017 based on achievement of earnings per share goals over a three-year performance measurement period (2014-2016) (“EPS PSUs”).

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(1)	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.

(2)	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%.

(3)	Decrease in compensation for 2012 reflects a comparison of current CEO’s total compensation to the 2012 compensation of the former CEO.

•	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;

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

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•	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 represent a very small proportion of NEO compensation;

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

•	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.

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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 $24 billion, as well as a comparator peer group of 36 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 PSS World Medical was removed due to its acquisition by McKesson in 2013:

•	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 2014 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 2014 report as they represent a small portion of our executive officers’ total remuneration.

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(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 of profit enhancement programs. Incentive awards for achievement between the specified minimum, target and maximum are interpolated on a straight-line basis.

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

◦	20% of the target grant value in stock options that vest in three equal installments in June 2015, 2016, and 2017 and expire in 5 years. These stock options had the Black-Scholes value of $5.77.

◦	30% of the target grant value would be earned based on achievement of fiscal 2014 pre-tax profitability goals (PT PSUs) and, to the extent earned, will vest in equal installments in June 2016 and 2017; and

◦	50% of the target grant value will be eligible for vesting in June 2017 based on achievement of earnings per share goals (EPS PSUs) in the final year of a three-year performance measurement period (2014-2016).

•	The target dollar value granted for the NEOs, excluding CEO, ranged from 108% to 285% 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 $27.96 per PSU on June 2, 2014 with respect to all NEOs and the Black-Scholes value of $5.77 per option determined on the same date. More details of this accounting value can be found in the Summary Compensation Table footnotes below.

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PT PSUs. The PT PSUs are eligible to be earned based on the achievement of fiscal 2014 PT goals, with vesting of any earned amount in equal installments in June 2016 and June 2017. The Committee confirmed on March 10, 2015 that the 2014 PT result exceeded the predetermined target level ($75 million), resulting in 100% of the PT PSUs becoming eligible for vesting on the following schedule: 50% on June 2, 2016, and 50% on June 2, 2017 as long as the participant is employed in good standing on the vesting date (other than due to specified conditions such as retirement, death or termination without cause).

•

EPS PSUs. The EPS PSUs are eligible to be earned based on EPS achievement over a three-year period (fiscal 2014-2016). 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 2, 2017 (or at the time the Committee confirms the EPS performance for fiscal year 2016, 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 2014 program will be capped at 200% of the target number of units.

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(1)	The salary information provided is as of the last payroll period ending prior to the end of our fiscal year.

•	Salaries paid to all NEOs except Mr. Gupta, reflect an extra pay period due to the timing of our fiscal year end.

•

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 2014 fiscal year-end exchange rate as of January 3, 2015 of SGD 1 = US$0.7517 and GBP 1 = US$1.5359, respectively.

(2)

Mr. Read, hired as President and Chief Operating Officer as of September 30, 2013, had a sign-on bonus of $360,000 of which the first 50% was paid on his first paycheck and the remaining was paid six months later in 2014. Mr. Gupta received a discretionary bonus in recognition of his contribution in integrating BrightPoint and Ingram Micro Mobility. This discretionary bonus of SGD 600,000 was converted to U.S. dollars using the January 3, 2015 year-end exchange rate of SGD 1 = US$0.7517.

(3)

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 2014 included an annual award granted to the NEOs on June 2, 2014. 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 3, 2015. The Grant date value of the EPS and PT awards is $27.96 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:

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•	Mr. Monié - 255,723 units; Maximum value $7,150,015.

•	Mr. Humes - 60,442 units; Maximum value $1,689,958.

•	Mr. Read - 92,989 units; Maximum value $2,599,973

•	Mr. Gupta - 37,196 units; Maximum value $1,040,001

•	Mr. Boyd - 22,888 units; Maximum value $639,949.

(4)

The NEOs received an annual award of Non-Qualified Stock Options 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%.

(5)

Non-Equity Incentive Plan Compensation for 2014 represents the 2014 EIAP that was paid in March 2015. Mr. Gupta’s EIAP payment was converted using the 2014 fiscal year-end exchange rate as of January 3, 2015 of SGD 1 = US$0.7517. Mr. Maquet and Mr. Park, under the terms of their Separation Agreement, were respectively paid a pro-rated portion of their 2014 EIAP based on actual financial performance achieved during the Company's 2014 fiscal year.

(6)	The amounts in this column for 2014 are itemized in the “All Other Compensation Table – Fiscal Year 2014” table following these footnotes.

(7)	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.

(8)

Mr. Maquet was Executive Vice President, Corporate prior to his termination of employment, effective July 31, 2014. After his transfer to the United States in August 2013, Mr. Maquet retained certain provisions of his French contract. Under the terms of Mr. Maquet's French employment contract, Mr. Maquet received a payment of $2,622,007, which is equivalent to 32 months of average salary (defined as base salary and target bonus); when he retired from the Company in August 2014.

(9)	Mr. Park was Executive Vice President and Chief Information Officer prior to his termination of employment, effective June 6, 2014. Under the terms of his employment, he received a sign-on bonus on March 14, 2014 in

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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 $21,252 in expatriate health insurance premiums; $80,635 in housing allowance in the United Kingdom; car allowance of $20,781; and relocation expenses of $123,143.

(d)

Miscellaneous — For Mr. Monie and Mr. Read, consist of $5,446 and $14,856, respectively, for spousal travel to a Company sponsored event. For Mr. Gupta, consists of $11,686 in transportation allowances and $932 in parking and Group Business Travel Insurance. For Mr. Maquet, consists of severance pay of $2,622,007. For Mr. Park, consists of severance of $1,122,500, employer-paid severance benefits of $7,441, temporary housing of $93,000 and $51,500 of other relocation expenses.

(e)	Tax Equalization — Consists of foreign taxes paid, tax settlements and other taxes related to foreign assignments that were paid by the Company in 2014 over and above the individual’s stay-at-home tax obligations. The amounts cannot be reported at this time for Mr. Gupta because the tax equalization settlement is not finalized to date.

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(1)	Ingram Micro granted two separate awards of PSUs under the 2011 Incentive Plan, as amended, on June 2, 2014 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 59,013, 13,948, 21,459, 8,584 and 5,282 PSUs at “Target”, respectively, to Messrs. Monié, Humes, Read, Gupta and Boyd relate to PT performance metrics. Since the award provides only for a single payout, that amount is reported as “Target”.

•	EPS PSUs: The second award of 98,355, 23,247, 35,765, 14,306 and 8,803 PSUs at “Target”, respectively, to Messrs. Monié, Humes, Read, Gupta and Boyd 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.

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(2)

Ingram Micro granted Non-Qualified Stock Options under the 2011 Incentive Plan, as amended, on June 2, 2014, with an exercise price of $27.96, which was the closing price of the Company's 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)	Award granted under the 2014 EIAP. See the discussion above under “Compensation Discussion and Analysis — How Designed and Determined — Annual Executive Incentive Award Program”.

(4)	Messrs. Maquet and Park received a prorated non-equity incentive plan payout, but were not granted equity in 2014.

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(a)	All values are based on the closing price ($27.34) of Ingram Micro stock on the last trading day of the fiscal year (January 2, 2015).

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(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%.

(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)

PSUs were granted on June 1, 2012 to reward achievement of goals that support increased shareholder value, and will be earned if Ingram Micro achieves pre-established financial performance goals (EPS growth and average ROIC) over a three-year performance measurement period (2012-2014). On March 10, 2015, the Committee approved the Company's 2012 Performance Share Program's performance results at 100% achievement of target results (the amount presented in this table). The shares will vest on June 1, 2015.

(4)

PSUs were granted on June 1, 2012 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 (2012-2014) 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 2015 in respect of such PSUs. On March 10, 2015, the Committee approved the Company's 2012 Performance Share Program's performance results at 0% achievement of target results (the amount presented in this table) and no shares will be issued under this program.

(5)	PSUs were granted on June 1, 2012 under the 2012 Performance Share Program. The 2012 PT result exceeded the requirement resulting in 100% achievement of the PSUs, 50% vested on June 1, 2014 and 50% will vest on June 1, 2015.

(6)

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. The number in the table represents the amount that will vest upon 100% achievement of target results. Mr. Read’s award was granted on October 1, 2013 and Mr. Park's award was granted on December 2, 2013 and have the same measurement/performance criteria as all other NEOs’ awards. Mr. Park's award was canceled during 2014. The following shows the maximum that may be earned:

•	Maximum at 150% for Mr. Monié is 185,213 units.

•	Maximum at 150% for Mr. Humes is 75,551 units.

•	Maximum at 150% for Mr. Read is 62,960 units.

•	Maximum at 150% for Mr. Gupta is 37,776 units.

•	Maximum at 150% for Mr. Boyd is 23,610 units.

•	Maximum at 150% for Mr. Maquet is 35,886 units.

(7)

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. The number in the table represents the amount that will vest upon Ingram Micro significantly exceeding peer group results and represents the amount that will vest upon 100% achievement of target results. The maximum combined payout for both the EPS, OI & ROIC plan, and the TSR plan is the combined total PSUs granted. Mr. Read’s award was granted on October 1, 2013 and Mr. Park's award was granted on December 2, 2013 and these awards have the same measurement/performance criteria as all other NEOs’ awards. Mr. Park's award was canceled during 2014.

(8)

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, which will vest 50% on June 3, 2015 and 50% on June 3, 2016. Mr. Read’s award was granted on October 1, 2013 and Mr. Park's award was granted on December 2, 2013 and these awards have the same measurement/performance criteria as all other NEOs’ awards. Mr. Park's award was canceled during 2014.

(9)

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 growth) 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.

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•	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.

•	Maximum at 200% for Mr. Boyd is 17,606 units.

(10)	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.

(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. Park did not exercise options or have any shares vest in fiscal 2014.

(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

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(2)	During 2014, a disbursement was made from Mr. Humes’ account in accordance with a Qualified Domestic Relations Order.

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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 2014 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)

Prior to January 1, 2007, the definition of retirement for long-term equity incentives under our equity incentive plan was 50 years of age and a minimum of five years of service. 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 3, 2015;

b.	annual base salary at termination is equal to salary as of January 3, 2015;

c.	annual target incentive at termination is equal to target incentive as of January 3, 2015; and

d.	estimated value of accelerated vesting of equity is based on the closing price of our stock ($27.34) on January 2, 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 2012 and 2013 Performance Share Programs tied to PT, which the Committee previously approved at 100% achievement. On March 10, 2015, the Committee approved the 2012 Performance Share Program tied to EPS and ROIC at 100%, 2014 Performance Share Program tied to PT at 100%, and 2012 Performance Share Program tied to TSR at 0% achievement. While the Committee has approved these achievements, the vesting of any uncancelled shares will not begin until June 2015; therefore, they remain unvested for the purposes of these termination scenarios. It is too early in the measurement period to predict the final achievement of the 2013 and 2014 Performance Share Program awards tied to EPS and ROIC; 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 2013 and 2014 Performance Share Program awards will be determined in early 2016 and 2017, respectively. The payout values in the table are based on the closing price ($27.34) of Ingram Micro stock on January 2, 2015, which was the last trading day of our fiscal year. The 2013 Performance Share Program awards tied to TSR are assumed to payout at target level performance; however, the actual achievement and resulting payment will not be determined until early 2016.

(2)

Basic Life and Accidental Death and Dismemberment benefits for U.S.-based NEOs are one (1) times earnings, subject to a maximum of $1,000,000 each. For Mr. Gupta, he retains core Singapore employee death and disability benefits coverage which is two (2) times of his annual base salary, subject to a maximum of SGD 1,176,000 (US$ 883,999) each. Upon death, all unvested stock options would immediately vest and the estate would have one year to exercise.

(3)	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.

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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) $9,093,000 for fiscal year 2013, of which $3,326,000 was billed by PwC in fiscal 2014, and (2) $9,232,000 for fiscal year 2014, of which $4,550,000 will be billed by PwC in fiscal 2015. The actual amounts that will be paid in fiscal year 2015 may be different due to the impact of foreign exchange at the time the actual bills are paid.

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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 2013 and 2014 were $289,000 and $303,000, 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 $575,000 in fiscal year 2013 and $294,000 in fiscal 2014. These tax fees related to consultations on technical tax matters, including assistance with U.S. Federal, state and local and international tax matters.

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All Other Fees. PwC’s fees for all other services were $3,000 in fiscal year 2013 and $227,000 in fiscal year 2014. These fees were associated with an annual license fee for software used by management in performing technical accounting research, as well as services associated with (i) the assessment of the Company’s implementation plan for an information technology system and (ii) certain business process optimization reviews.

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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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