UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

Ingram Micro Inc.

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

NOTICE OF ANNUAL MEETING OF SHAREOWNERS
TO BE HELD MAY 25, 2004

To our shareowners:

     We will hold our annual meeting of shareowners at our Santa Ana campus, 1600 E. Saint Andrew Place, Santa Ana, California 92705, on Tuesday, May 25, 2004, at 10:00 a.m. local time. We are holding this meeting:

     All holders of record of shares of common stock at the close of business on March 26, 2004 are entitled to vote at the meeting or any postponements or adjournments of the meeting. Whether or not you expect to attend, we urge you to sign, date and promptly return the enclosed proxy card in the enclosed postage prepaid envelope or vote via telephone or the Internet in accordance with the instructions on the enclosed proxy card. If you attend the meeting, you may vote your shares in person, which will revoke any prior vote.

If you plan to attend:

     Please note that registration and seating will begin at 9:00 a.m. Each shareowner may be asked to present a valid picture identification, such as a driver’s license or passport. Shareowners holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting their stock ownership as of the record date. In order to vote their shares at the meeting, street name holders must obtain from the record holder a proxy issued in their name.

TABLE OF CONTENTS

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1600 East Saint Andrew Place
Santa Ana, California 92705

     This proxy statement contains information related to the annual meeting of our shareowners to be held on Tuesday, May 25, 2004, beginning at 10:00 a.m., local time, at our Santa Ana campus, 1600 E. Saint Andrew Place, Santa Ana, California 92705, and at any postponements or adjournments thereof. The enclosed form of proxy is solicited by our Board of Directors. The date of this proxy statement is April 23, 2004. It is first being mailed to our shareowners on April 23, 2004.

ABOUT THE MEETING

What is the purpose of the annual meeting?

     At our annual meeting, shareowners will act on the matters described in the notice of meeting on the cover page of this proxy statement:

     In addition, our management intends to report on our performance during fiscal year 2003 and respond to questions from shareowners.

What are the Board’s recommendations?

     Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote your shares in accordance with the recommendations of the Board of Directors. The Board’s recommendation with respect to the election of directors is set forth together with the description of Proposal One in this proxy statement. The Board recommends a vote for election of the nominated slate of directors (see page 4).

     With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

What shares can I vote?

     You may vote all shares of common stock owned by you as of the close of business on March 26, 2004, the record date. These shares include: (1) shares held directly in your name as shareowner of record (including shares purchased through one of our employee stock purchase plans) and (2) shares held in “street name” for you as the beneficial owner through a broker, bank or other nominee (including shares purchased and held through our 401(k) plan).

What is the difference between holding shares as a shareowner of record and as a beneficial owner?

     Most of our shareowners hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

     Shareowner of Record. If your shares are registered in your name with our transfer agent, Equiserve, you are considered, with respect to those shares, the shareowner of record, and Equiserve is sending these proxy materials directly to you. As the shareowner of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed a proxy card for you to use.

     Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered a beneficial owner of shares held in street name, and these proxy materials have been forwarded to you by your broker, bank or nominee, which is considered, with respect to those shares, the shareowner of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote and are also invited to attend the meeting. However, since you are not the shareowner of record, you may not vote these shares in person at the meeting unless you obtain a signed proxy from the shareowner of record giving you the right to vote the shares. Your broker, bank or other nominee should have enclosed or provided a voting instruction card for you to use in directing the broker, bank or other nominee how to vote your shares.

What are the voting rights of shareowners?

     Please note that each outstanding share of our Class B common stock was converted into an outstanding share of our Class A common stock on November 6, 2001. Therefore, holders of stock certificates for Class B common stock are in fact holders of an equal number of shares of Class A common stock. Each outstanding share of Class A common stock will be entitled to one vote on each matter to be voted upon at the meeting. All references to “common stock” in this proxy statement refer to our Class A common stock.

     No cumulative rights are authorized and dissenters’ rights are not applicable to the matters being voted upon.

How can I vote my shares?

     In Person. Shares held directly in your name as the shareowner of record may be voted in person at the annual meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification.

     If you hold your shares in “street name” (that is, through a broker, bank or other nominee), you may vote those shares in person only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

     Without Attending the Meeting. Whether you hold shares directly as the shareowner of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy to us or, for shares held in street name, by submitting voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to the summary instructions below and those included on your proxy card or the voting instruction card provided by your broker, bank or other nominee.

     401(k) shares. If you participate in our 401(k) Investment Savings Plan, you may vote an amount of shares of common stock equivalent to the interest in common stock credited to your account as of the record date. You may

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vote by instructing Putnam Trust Company, the trustee of the plan, pursuant to the instruction card being mailed with this proxy statement to plan participants. The trustee will vote your shares in accordance with your duly executed instructions if they are received by May 21, 2004.

Can I change my vote?

     You may change your proxy instructions at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the annual meeting and voting in person (even if you voted by Internet or by telephone). Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by submitting new voting instructions to your broker, bank or other nominee. For shares held through our 401(k) plan, you may revoke previously given voting instructions by May 21, 2004 by filing with the trustee of the plan either a written notice of revocation or a properly completed and signed voting instruction card bearing a later date.

Will my shares be voted if I don’t sign a proxy?

     If you hold your shares directly in your own name, they will not be voted unless you provide a signed proxy via mail or vote via the Internet or by telephone, or attend the meeting and vote in person. Under certain circumstances, shares that you own that are held by a broker may be voted even if you do not provide voting instructions to the broker. Brokerage firms have the authority under the New York Stock Exchange’s (“NYSE”) rules to vote customers’ unvoted shares on certain “routine” matters. The election of directors is considered to be a “routine” matter and, therefore, your broker has the authority to vote your unvoted shares for or against the directors nominated.

How are votes counted?

     In the election of directors, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to any or all of the nominees. If any other matters are voted on at the annual meeting, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” it has the same effect as a vote “AGAINST.”

     Our Board of Directors is asking for your proxy. Giving your proxy to the persons named by us means you authorize them to vote your shares at the meeting in the manner you direct. If you sign and return the enclosed proxy card, but do not specify how your shares are to be voted, your shares will be voted as follows:

except that, in each case, any shares you hold in our 401(k) plan will be voted in proportion to the way the other 401(k) plan participants vote their shares.

What constitutes a quorum?

     The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of March 26, 2004, the record date, 155,208,624 shares of our common stock were outstanding.

     If you do not vote, or if a broker, bank or other nominee holding your shares in “street name” indicates to us on a proxy that you have not voted and it lacks discretionary authority to vote your shares, we will not consider your shares as present or entitled to vote for any purpose. You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you also hold shares through a broker, bank or other nominee, you may also get material from them asking how you want to vote. To be sure that all your shares are voted, we encourage you to respond to each request you receive.

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     Shares represented by proxies marked “WITHHELD” and “ABSTAIN” will be counted as present for purposes of calculating a quorum.

What vote is required to elect the directors?

     The three director candidates standing for election to three-year terms that receive the most “FOR” votes will be elected to the three seats on the Board to be filled at the meeting for a term of three years. The one director candidate standing for election to a one-year term that receives the most “FOR” votes will be elected to the one seat on the Board to be filled at the meeting for a term of one year. Withholding authority to vote for a candidate and broker non-votes will only reduce the number of votes a candidate receives.

What does it mean if I receive more than one proxy or voting instruction card?

     It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Where can I find the voting results of the meeting?

     We will announce final voting results at the meeting and publish these final results in our quarterly report on Form 10-Q for the second quarter of fiscal year 2004, which is required to be filed by August 12, 2004.

Who will bear the costs of soliciting proxies?

     Our company will bear the costs of soliciting proxies.

PROPOSAL ONE —
ELECTION OF DIRECTORS

Recommendation of the Board of Directors

     The Board of Directors recommends that you vote “for” the election of each of the nominees for election as directors described below, which is designated as Proposal No. 1 on the enclosed proxy card.

     Our Board of Directors oversees the management of our company on your behalf. Our Certificate of Incorporation and Bylaws currently provide for a classified Board of Directors. Each person elected as a Class III director at the annual meeting will serve a three-year term expiring at the 2007 annual meeting of shareowners. The person elected as a Class I director at the annual meeting will serve a one-year term expiring at the 2005 annual meeting. Our Governance Committee has recommended to the Board of Directors, and the Board of Directors has nominated for re-election, four of the persons currently serving as directors, whose terms are expiring at this annual meeting of shareowners. Business background information on each of our directors is given below.

Nominees for election as Class III Directors (terms expiring at the 2007 annual meeting)

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Nominee for election as Class I Director (term expiring at the 2005 annual meeting)

Class II Directors continuing in office with terms expiring at the 2006 annual meeting

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Class I Directors continuing in office with terms expiring at the 2005 annual meeting

     Martha R. Ingram is the mother of John R. Ingram and Orrin H. Ingram II. There are no other family relationships among our directors or executive officers.

What are the requirements for Board membership?

     We have entered into a board representation agreement, as amended, with Martha Ingram, John Ingram and Orrin Ingram II, certain trusts created for their benefit and a charitable trust and foundation created by the Ingram family (the “Ingram Family Stockholders”). Under the board representation agreement and related provisions of our Bylaws, so long as the Ingram Family Stockholders and their permitted transferees (as defined in the board representation agreement) own in excess of 25,000,000 shares of our outstanding common stock, proposed directors (together with the continuing Board of Directors) are required to consist of the following: (1) three individuals designated by the Ingram Family Stockholders, (2) one individual designated by our Chief Executive Officer and (3) four or five individuals who are neither members of the Ingram family nor our executive officers or employees (“non-Ingram family independent directors”). Directors designated by the Ingram Family Stockholders may, but are not required to, include Mrs. Ingram, any of her legal descendants, or any of their respective spouses. Martha Ingram, John Ingram and Orrin Ingram II are considered directors designated by the Ingram Family Stockholders. Mr. Foster is considered our Chief Executive Officer designee. Messrs. Atkins, Laurance, Schulmeyer, Smith and Wyatt are considered independent directors. Each of the parties to the board representation agreement (other than Ingram Micro) has agreed to vote his, her or its shares of common stock in favor of the proposed nominees who fit within the qualifications set out in the agreement.

     The Ingram Family Stockholders have agreed to terminate the board representation agreement. Our Board of Directors expects to authorize us to enter into a termination agreement with the Ingram Family Stockholders at its regular scheduled meeting immediately following the 2004 annual meeting of shareowners. We expect to enter into the termination agreement at that Board meeting, at which time the board representation agreement will be

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terminated with no further effect. In addition, our Bylaws will be amended at that time to remove the provisions relating to the Ingram Family Stockholders’ rights under the board representation agreement.

What are the other rights of the Ingram Family Stockholders under the board representation agreement?

     In addition to provisions relating to the designation of directors described above, the board representation agreement provides as follows:

     Certain types of corporate transactions, including transactions involving the potential sale or merger of Ingram Micro; the issuance of additional equity, warrants or options; acquisitions involving aggregate consideration in excess of 10% of our stockholders’ equity; any guarantee of indebtedness of an entity other than a subsidiary of Ingram Micro exceeding 5% of our stockholders’ equity; or the incurrence of indebtedness in a transaction which could reasonably be expected to reduce our investment rating (1) lower than one grade below the rating in effect immediately following our initial public offering in November 1996 or (2) below investment grade, may not be entered into without the written approval of at least a majority of the voting power deemed to be held (for purposes of the board representation agreement) by the Ingram Family Stockholders and their permitted transferees.

     The board representation agreement will terminate by its terms on the date on which the Ingram Family Stockholders and their permitted transferees collectively cease to beneficially own at least 25,000,000 shares of our common stock (as such number may be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, and other transactions in our capital stock). The trustees, who in some cases are members of the Ingram family, are authorized to make all decisions for the trusts or foundations that are parties to the agreement. See “Stock Ownership.”

     As noted above, we expect to terminate the board representation agreement, and amend our Bylaws accordingly, shortly after the 2004 annual meeting of shareowners.

How are directors compensated?

     Compensation package. Each non-executive director is entitled to receive an annual award of cash, stock options and restricted stock with an estimated value of $167,000 ($182,000 for committee chairmen). The mix of cash, stock options and restricted stock must be selected by each eligible Board member prior to January 1 of each year or promptly upon initial election to the Board, as the case may be. The award will be pro rated for partial year service. The mix of cash, stock options and restricted stock is subject to the following assumptions and restrictions:

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     Other. Each director is required to achieve and maintain ownership of at least 15,000 shares of our common stock (with vested but unexercised stock options counted as outstanding shares) beginning five years from the date of his or her election to the Board. All current directors, other than our recently elected director, Mr. Atkins, meet this stock ownership requirement. Each director is also reimbursed for expenses incurred in attending meetings of the Board and Board committees. Beginning in 2004, each director is also able to elect to defer his or her cash compensation through a non-qualified deferral plan.

     Fiscal 2003. We made the following awards as of February 3, 2003 to our Board members for their 2003 compensation based on each of their elections (for cash, stock options, restricted stock, or a combination thereof):

     Fiscal 2004. We made the following awards as of February 2, 2004 to our Board members for their 2004 compensation based on each of their elections (for cash, stock options, restricted stock, or a combination thereof):

How often did the Board meet during fiscal 2003?

     Our Board of Directors met seven times during fiscal 2003. Each director attended more than 75% of the total number of meetings of the Board and the committees on which he or she served.

CORPORATE GOVERNANCE

Key Corporate Governance Initiatives

     In fiscal 2003 and the first quarter of fiscal 2004, our Board of Directors took the following actions to continue to fulfill its commitment to the highest standards of corporate governance:

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     Each of these documents is available on our company website at www.ingrammicro.com. Furthermore, upon request to our Corporate Secretary at the address set forth below under “Annual Report,” we will provide a copy of our code of conduct without charge. If we make any amendment to the code of conduct or grant any waiver, including any implicit waiver, from a provision of the code of conduct to our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver at www.ingrammicro.com or on a current report on Form 8-K. Our Board also adopted a hotline policy in fiscal 2003 for the receipt, retention and treatment of complaints received about ethical, financial, accounting, internal accounting controls, auditing or legal matters concerning our company.

Committees of the Board of Directors

     Our Board of Directors has standing Audit, Executive and Finance, Governance and Human Resources Committees.

Board Committee Membership

     Audit Committee. The Audit Committee operates pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules of the SEC and the NYSE. The primary functions of the Audit Committee are to discharge its responsibilities as set forth in our Bylaws and the Audit Committee charter and to assist our Board of Directors’ oversight of:

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     In addition, the Audit Committee is charged with providing an avenue of open communication among our independent accountants, management, our internal audit department, and our Board of Directors. The Audit Committee has established and maintains procedures for the confidential and anonymous receipt, retention and treatment of complaints regarding our accounting, internal controls or auditing matters.

     The Audit Committee also appoints our independent accountants, discusses and reviews in advance the scope of and the fees to be paid in connection with the annual audit and reviews the results of the audit with our independent accountants, monitors the independence and performance of our independent accountants, including review and approval of any non-audit services proposed by our independent accountants, reviews our compliance with applicable major accounting and financial reporting policies, reviews the adequacy of our financial organization, reviews management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices and reviews our draft annual report on Form 10-K, quarterly reports on Form 10-Q, and annual financial statements and other key accounting and/or reporting matters, and the activities and recommendations of our internal audit department. In addition, the Audit Committee is required to prepare a report to shareowners for inclusion in our annual proxy statement (see pages 18 to 19).

     Our Bylaws currently require that the Audit Committee be comprised of at least three directors, all of whom must be non-Ingram family independent directors. In connection with the anticipated termination of the board representation agreement, as noted above, the Board of Directors expects to amend our Bylaws to remove these membership requirements, after which the membership requirements for the Audit Committee will be as set forth in the Audit Committee charter, in compliance with the requirements of the Securities and Exchange Commission’s (the “SEC”) and the NYSE.

     The Audit Committee held seven meetings during fiscal 2003 and acted by written consent on one occasion.

     The SEC rules and regulations prescribe independence criteria for Audit Committee membership and the appointment of an “audit committee financial expert” to the Audit Committee. In addition, the rules of the NYSE require that:

     Our Board of Directors has determined that each member of the Audit Committee: (1) meets the independence criteria prescribed by applicable law and rules of the SEC for Audit Committee membership and (2) is an “independent director” within the meaning of NYSE listing standards. Each member of the Audit Committee also meets the NYSE’s financial literacy requirements. No member of our Audit Committee serves on more than three audit committees of public corporations.

     In addition, the Board of Directors has designated Michael Smith as an “audit committee financial expert” as such term is defined in Item 401(h) of Regulation S-K promulgated by the SEC, and has determined that he also meets the NYSE’s professional experience requirements through experience gained in his previous positions as former Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, Vice Chairman of Hughes Electronics and Chairman of Hughes Aircraft Company, as Senior Vice President and Chief Financial Officer of Hughes Electronics, and in nearly 20 years with General Motors Corporation in a variety of financial management positions.

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     Executive and Finance Committee. The Executive and Finance Committee’s charter states that it is the purpose of the Executive and Finance Committee to oversee the financial affairs and policies of our company and make decisions requiring the attention of the Board between regularly scheduled meetings of the Board, subject to the limitations set forth in our Bylaws.

     Pursuant to our Bylaws, the Executive and Finance Committee does not have authority to approve any of the following items, all of which require the approval of the Board: (1) any action that would require the approval of the holders of a majority of the common stock held by the Ingram Family Stockholders under the board representation agreement or that would require approval of the holders of a majority of the common stock under applicable law or under our Certificate of Incorporation or Bylaws (provided, however, that, subject to applicable law, the Board is entitled to delegate to the Executive and Finance Committee the authority to negotiate and finalize actions, the general terms of which have been approved by the Board); (2) any acquisition with a total aggregate consideration in excess of 2% of our stockholders’ equity; (3) any action outside the ordinary course of our business; or (4) any other action involving a material shift in policy or business strategy for our company.

     Our Bylaws currently require that the Executive and Finance Committee be comprised of a director designated by the Ingram Family Stockholders, a director designated by our Chief Executive Officer and a director who is a non-Ingram family independent director. In connection with the anticipated termination of the board representation agreement, as noted above, the Board of Directors expects to amend our Bylaws to remove these membership requirements, after which the membership requirements for the Executive and Finance Committee will be as set forth in the Executive and Finance Committee charter.

     In fiscal 2003, the Executive and Finance Committee held six meetings.

     Governance Committee. The Governance Committee is responsible for developing and recommending to the Board a set of corporate governance principles applicable to our company, and thereafter recommending such changes as it deems appropriate to maintain effective corporate governance. In addition, the Governance Committee is responsible for identifying candidates for election to the Board of Directors, developing and reviewing background information for candidates, making recommendations to the Board regarding such candidates, reviewing and making recommendations to the Board with respect to candidates for directors proposed by shareowners, and designating members of Board committees. Any shareowner wishing to propose a nominee should submit a recommendation in writing to our Corporate Secretary, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as a director.

     Our Bylaws currently require that the Governance Committee be comprised of three directors. One of the members must be a director designated by the Ingram Family Stockholders and one of the members must be a non-Ingram family independent director. The third member of the Governance Committee must be a director designated by the Ingram Family Stockholders if a majority of such directors shall so request and otherwise must be a non-Ingram family independent director. In connection with the anticipated termination of the board representation agreement, as noted above, the Board of Directors expects to amend our Bylaws to remove these membership requirements, after which the membership requirements for the Governance Committee will be as set forth in the Governance Committee charter.

     The Governance Committee held six meetings during fiscal 2003.

     Human Resources Committee. The purpose of the Human Resources Committee is to discharge the responsibilities of the Board of Directors relating to compensation of our Chief Executive Officer and other executive officers. In addition, the Human Resources Committee is responsible for general compensation strategies and policies relating to our associates and reviews and reports to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum return to all partners – associates, customers, shareowners and vendors.

     The Human Resources Committee’s oversight areas include compensation strategy, succession planning processes and key leader succession planning, and work environment assessment and improvement. The Human Resources Committee’s primary administrative function is to establish the compensation of all executive officers and administer all stock-related compensation plans. Our Bylaws provide that the Human Resources Committee is required to prepare a report to shareowners for inclusion in our annual proxy statement (see pages 19 to 21).

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     Our Bylaws currently require that the Human Resources Committee be comprised of a director designated by the Ingram Family Stockholders and two non-Ingram family independent directors. In connection with the anticipated termination of the board representation agreement, as noted above, the Board of Directors expects to amend our Bylaws to remove these membership requirements, after which the membership requirements for the Human Resources Committee will be as set forth in the Human Resources Committee charter.

     In fiscal 2003, the Human Resources Committee held seven meetings.

What are our company’s corporate governance guidelines?

     In March 2004, the Board enhanced its Corporate Governance Guidelines. The Guidelines adopted by the Board meet or exceed the relevant requirements under the new listing standards recently adopted by the NYSE. Effective corporate governance that ensures management follows the highest ethical standards is not a new concept to our company. It is an important principle that is embraced at all levels of our company, beginning with how our Board operates. Members of our Board of Directors are kept informed about our business through discussions with the Chief Executive Officer, Presidents, Chief Financial Officer and other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees. Our Board members provide feedback to management on a regular basis and meet in executive session, without any members of management, at each regular meeting. When in executive session, the Board is chaired by the Lead Director. This Lead Director position rotates among the chairs of the Board’s standing committees on an annual basis, in ascending alphabetical order according to the name of each standing committee, with the change occurring at the time of the annual meeting of shareowners. Following this year’s annual meeting of shareowners, the Lead Director will be the chair of the Audit Committee.

     The Guidelines adopted by our Board of Directors address important corporate governance policies and procedures, including those relating to:

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How does our Board determine which directors are considered independent?

     In March 2003, the Board of Directors adopted new director independence standards as part of its Corporate Governance Guidelines. Pursuant to the Guidelines, the Board undertook its annual review of director independence in March 2004. During this review, the Board considered any transactions and relationships between each director or any member of his or her immediate family and our company and its subsidiaries and affiliates, including holdings of stock of the company by members of Ingram Family Stockholders. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

     As a result of this review, the Board determined that all of the directors nominated for election at the annual meeting, as well as all other directors serving on the Board, are independent of our company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Kent Foster. Mr. Foster is considered an inside director because of his employment as a senior executive of our company. All of the members of the Human Resources, Audit and Governance Committees are independent.

How does our Board select nominees to the Board of Directors?

     General Criteria and Process. In identifying and evaluating director candidates, the Governance Committee does not set specific criteria for directors. As expressed in the Governance Committee charter, in nominating candidates, the Governance Committee shall comply with the requirements of our company’s Bylaws and take into consideration such other factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

     Shareowner Nominations. We have adopted a policy for shareowner nominations of candidates for directors. Shareowners who wish to recommend nominees for consideration by the Governance Committee may submit their nominations in writing to our Corporate Secretary at the address set forth below under “Annual Report.” The Governance Committee may consider such shareowner recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the shareowners at each annual meeting. In addition, shareowners may nominate directors for election without consideration by the Governance Committee by complying with the eligibility, advance notice and other provisions of the policy. Under the policy, the shareowner must provide timely notice of the nomination to us to be considered by the Governance Committee in connection with our company’s next annual meeting of shareowners. To be timely, the Corporate Secretary must receive the shareowner’s proposal and the information required in the policy on or before December 30th of the year immediately preceding such annual meeting.

     As of April 23, 2004, the Governance Committee had not received a recommended nominee from any shareowner or group of shareowners that beneficially owned more than 5% of our common stock for at least one year as of the date of the recommendation.

At what age must our directors retire?

     In March 2004, the Board of Directors adopted a director retirement policy as part of the Corporate Governance Guidelines. Under the new policy, no director may stand for election or reelection after the director’s 72nd birthday.

How may shareowners communicate with the Board of Directors?

     The Board of Directors has adopted procedures to facilitate shareowner communications with directors. The Corporate Secretary will promptly forward shareowner communications so received to our company’s Board of Directors, to the individual director or directors to whom the communication was addressed or other appropriate

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departments or outside advisors, depending on the nature of the concern. Shareowners 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.

STOCK OWNERSHIP

     The following table shows the amount of common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in the Summary Compensation Table found on page 21 of this proxy statement, our directors and executive officers as a group, and beneficial owners of more than 5% of our common stock. As of February 3, 2004, the Ingram Family Stockholders and related legal entities held 26,889,592 shares of common stock in the aggregate, amounting to 17.6% of the total outstanding shares of common stock. A significant number of shares attributable to the individual members of the Ingram family or related legal entities are reflected more than once in the table below as a result of members of the Ingram family being co-trustees of various trusts. Except as otherwise indicated, all information is as of February 3, 2004.

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Section 16(a) Beneficial Ownership Reporting Compliance

     Based upon a review of filings with the SEC and written representations that no other reports were required, we believe that all of our directors and executive officers complied during fiscal 2003 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, except for one report for Mr. Foster covering one transaction that due to our company’s administrative error was untimely filed.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements entered into in connection with our November 1996 split-off from our former parent, Ingram Industries

     We were split-off from our former parent, Ingram Industries, in November 1996. At that time, we entered into agreements with the Ingram Family Stockholders covering board representation and registration rights for common stock held by the Ingram Family Stockholders. The board representation agreement is described above under “—What are the requirements for Board membership?” and “—What are the other rights of the Ingram Family Stockholders under the board representation agreement?” The registration rights agreement expired in November 2003.

     We also agreed to register at various times shares of common stock issuable upon the exercise of certain Ingram Industries options and stock appreciation rights held by current or former employees or directors of Ingram Industries, its former subsidiary Ingram Entertainment or their subsidiaries, which options and stock appreciation rights were converted into options to purchase shares of our common stock in 1996. We have completed several registrations with respect to shares of common stock issuable upon exercise of these rollover stock options. The registration statements that we have agreed to keep current are described below.

     Registration statements being kept current. We filed a registration statement on Form S-3 covering 10,949,298 shares of common stock that was declared effective on November 20, 1997. It relates to our offer and sale of up to 2,485,944 shares of common stock upon the exercise of options under the Ingram Micro Rollover Option Plan and up to 250,000 shares under the Ingram Micro Amended and Restated 1996 Equity Incentive Plan. It also relates to the offer and sale by our 401(k) plan, the Ingram Thrift Plan, and the Ingram Entertainment Thrift Plan of a total of 8,213,354 shares of our common stock (resulting from the conversion of shares of Class B common stock held by these plans). We have agreed to keep the registration statement current.

     In connection with our December 1999 sale of shares of common stock of SOFTBANK Corp. (“Softbank”), a Japanese corporation, we issued to Softbank warrants to purchase 1,500,000 shares of our common stock. This warrant has an exercise price of $13.25 per share, was immediately exercisable and has a term of five years. We also entered into a registration agreement with Softbank requiring us to register the resale from time to time of the shares of common stock issuable upon exercise of the warrant. We filed a registration statement on Form S-3 with

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respect to these shares that they may acquire upon the exercise of such warrant, which was declared effective on May 18, 2000. Softbank is under no obligation to exercise such warrant in exchange for our shares or to sell such shares, and we do not know when or if Softbank will exercise this warrant and/or sell such shares. We have agreed to keep the registration statement effective generally until December 3, 2005.

Loans to executive officers

     All loans to our executive officers discussed below were approved by the Human Resources Committee of the Board and were granted prior to July 30, 2002, the effective date of the Sarbanes-Oxley Act of 2002. No material modifications or renewals to these loans have been made since that date except for the loan to Matthew A. Sauer, which was made prior to his election as an executive officer of our company on February 17, 2003. No modifications have been made to Mr. Sauer’s loan since his election as an executive officer.

     We extended a $120,000 loan in 2002 to Guy P. Abramo, an executive officer, to assist him with the purchase of his home at an interest rate of 2.84% per annum. We agreed to forgive 33¹/3% of the outstanding principal and interest on April 1st of each year, commencing April 1, 2003, if Mr. Abramo continues to be an employee in good standing with us on each such date. We also agreed to provide tax gross-up payments to cover the taxes that Mr. Abramo may be liable to pay in connection with such forgiveness arrangement. We forgave $42,269 ($40,000 in principal and $2,269 in accrued interest) on April 1, 2003. As of March 1, 2004, Mr. Abramo’s outstanding principal loan balance was $80,000 with accrued interest of $2,085.

     In connection with our request that Kevin M. Murai, an executive officer, relocate from Canada to the United States as President of Ingram Micro U.S. in 2000, we extended three loans to Mr. Murai. First, to assist Mr. Murai and his family’s transfer to and purchase of a home in Southern California, we extended a $300,000 loan to Mr. Murai, at an interest rate of 6.43% per annum. We agreed to forgive 20% of the outstanding principal and interest on May 30th of each year, commencing May 30, 2001, if Mr. Murai continues to be an employee in good standing with us on each such date. Additionally, we agreed to provide payments to cover the taxes that Mr. Murai may be liable to pay in connection with such forgiveness arrangement. We forgave $79,554 ($60,000 in principal and $19,554 in accrued interest) on May 30, 2001, $75,643 ($60,000 in principal and $15,643 in accrued interest) on May 30, 2002 and $71,542 ($60,000 in principal and $11,542 in accrued interest) on May 30, 2003. As of March 1, 2004, Mr. Murai’s outstanding principal loan balance was $120,000 with accrued interest of $5,919.

     In recognition of his performance in leading certain projects for our company, we provided a loan in 2002 in the amount of $150,000 to James E. Anderson, Jr., an executive officer of our company, at an interest rate of 2.74% per annum. We agreed to forgive one-third of the outstanding principal and all accrued interest on Mr. Anderson’s loan on each of the first three anniversaries of the date of his loan, provided that he continued to be employed by us on each such date. We also agreed to provide payments to cover the taxes that Mr. Anderson may be liable to pay in connection with such forgiveness of principal and interest. We forgave $53,232 ($50,000 in principal and $3,232 in accrued interest) on February 12, 2003 and $102,290 ($100,000 in principal and $2,290 in accrued interest) upon Mr. Anderson’s retirement effective January 31, 2004, in accordance with his loan agreement. As of April 23, 2004, Mr. Anderson’s outstanding loan was fully forgiven and considered repaid in full.

     Prior to Matthew A. Sauer becoming an executive officer of our company on February 17, 2003, we had provided a loan in the amount of $100,000 to Mr. Sauer towards the purchase of his home when he joined our company in 1996. Under the original terms of this loan, Mr. Sauer was obligated to repay 20% each year beginning in 1998, at which time Mr. Sauer repaid $40,000 on his loan. We agreed in 2000 to defer repayment by Mr. Sauer until 2001, at which time we amended Mr. Sauer’s loan to allow him to repay $20,000 on each of March 15, 2002, March 17, 2003 and March 15, 2004. On August 5, 2002, we entered into a second amendment with Mr. Sauer, providing that we would forgive both principal and interest (5.50% per annum) that would be due on each scheduled payment date if Mr. Sauer was an employee in good standing on each such date. Additionally, we agreed to provide payments to cover the taxes that Mr. Sauer may be liable to pay in connection with such forgiveness arrangement. We forgave $23,300 ($20,000 in principal and $3,300 in accrued interest) on March 15, 2002, $22,200 ($20,000 in principal and $2,200 in accrued interest) on March 17, 2003, and $21,052 ($20,000 in principal and $1,052 in accrued interest) on March 15, 2004. As of April 23, 2004, Mr. Sauer’s loan was repaid or forgiven in full.

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REPORT OF THE AUDIT COMMITTEE

     The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference therein.

     The Audit Committee of the Board of Directors has furnished the following report.

     The charter of the Audit Committee of the Board of Directors of Ingram Micro Inc. (the “Company”), as revised in March 2004, specifies that the purpose of the Audit Committee is to discharge its responsibilities as set forth in the Company’s Amended and Restated Bylaws and to assist the Board’s oversight of:

     In addition, the Audit Committee is charged with providing an avenue of open communication among the Company’s independent external auditors, management, internal audit department, and Board of Directors.

     The Audit Committee expects to consider further amendments to its Charter from time to time as rules and standards are revised and/or finalized by various regulatory agencies, including the SEC and the NYSE, and to address any changes in the Company’s operations, organization or environment.

     The Audit Committee meets with management periodically to consider the adequacy of the Company’s disclosure and internal controls and compliance with applicable laws and Company policies, as well as the quality of its financial reporting, including the application of critical accounting policies. As part of this process, the Audit Committee monitors the scope and adequacy of the Company’s internal auditing program, including reviewing staffing levels and steps taken to implement recommended improvements in internal controls. The Audit Committee discusses these matters with the Company’s independent auditors and with appropriate company financial personnel and internal auditors. The Audit Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent auditors and with the Company’s internal auditors, in each case without the presence of the Company’s management. The Audit Committee appoints the independent external auditors for the purpose of preparing or issuing an audit report on the Company’s annual financial statements or performing related work and approves their compensation.

     The Audit Committee reviewed the Company’s audited financial statements for fiscal 2003 and met with both management and PricewaterhouseCoopers LLP (“PwC”), the independent auditors, to discuss those financial statements. The Audit Committee discussed the audited financial statements with management, including significant accounting and disclosure matters. Management has represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

     The Audit Committee received and reviewed the written disclosures and the letter from PwC required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Audit Committee discussed with PwC matters relating to its independence, including monitoring compliance with the company’s pre-approval of non-audit services and performing a review of audit and non-audit fees. The Audit Committee also discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees and as amended by Statement on Auditing Standards No. 90, Audit Committee Communications, including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

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     Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004, for filing with the SEC.

EXECUTIVE COMPENSATION

Report of the Human Resources Committee

     The following Report of the Human Resources Committee and the stock performance graphs included elsewhere in this proxy statement do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report or the stock performance graphs by reference therein.

     The Human Resources Committee of the Board of Directors has furnished the following report on executive compensation for fiscal 2003.

What is our philosophy of executive officer compensation?

     Our compensation program for executives consists of the following key elements:

     We believe that this multi-component approach best serves the interest of our company and our shareowners. It enables us to meet the requirements of the highly competitive environment in which we operate while ensuring that executive officers are compensated in a way that advances both short- and long-term interests of shareowners.

     We ensure that a high proportion of our executive officers’ current compensation is “at risk” through a performance-based annual bonus tied to achievement of financial objectives by our company. Periodic equity-based awards further allow us to place a significant portion of our executives’ long-term compensation “at risk” by relating it to stock price appreciation realized by all of our shareowners. In addition, we provide a cash-based long-term incentive award program keyed to satisfaction of pre-established performance goals to improve shareowner value over a three-year period.

     Subject to the needs of our company, we generally attempt to design all incentive and equity-based programs to be deductible under the Internal Revenue Code of 1986, as amended (the “Code”).

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We retained Hewitt Associates, Inc. to conduct a competitive compensation study.

     We engaged Hewitt Associates, Inc., an internationally recognized executive consulting firm, to conduct a compensation measurement study to report on the competitiveness of our compensation programs (base pay, annual incentives and long-term incentives) for our global executive management team for fiscal 2003. In doing so, the value of each of our pay elements was compared to information available from Hewitt’s databases for a selected group of companies from the high tech/electronics, wholesale/distribution, retailer/catalog/freight industries and additional companies from other industries that we believe are our competitors in recruiting the best executives and who provide outstanding performance in shareowner return. Based on the results of the Hewitt study, we maintained base pay ranges and long-term incentive award guidelines for our global executive management team members for fiscal 2003.

     Cash compensation. We determined the total cash compensation (base salary and annual bonus target) for our executive officers, as well as adjustments to such salaries, after considering recommendations from our Chief Executive Officer and taking into account such factors as competitive industry salaries, the contribution and experience of the officer, and the length of the officer’s service. The Chief Executive Officer’s recommendations took into consideration our general philosophy of targeting total cash compensation (base salary plus annual bonus target) for our executives at the median level of cash compensation of the selected companies in the Hewitt compensation survey when target levels of corporate and business unit performance are achieved.

     Annual bonus. Ingram Micro’s 2003 Executive Incentive Award Plan provided for performance-based bonuses for executives as well as other management level associates. Specifically, the 2003 annual bonus program was based 100% on our company’s performance relative to identified financial performance targets and profit enhancement program goals, and assuming minimum financial targets are met, in order to provide maximum focus on company profitability and shareowner return.

     Equity-based awards. During fiscal year 2003, our equity-based award guidelines provided for the grant of stock options to executive officers upon initial employment or promotion and semi-annual grants in each successive February and July. Such options generally have a three-year vesting schedule and a ten-year term.

     In carrying out our guidelines, the Chief Executive Officer provides to us recommendations as to the number of options to be granted based on an executive officer’s salary grade level. The Chief Executive Officer may also make recommendations that deviate from our guidelines where he deems it appropriate.

     In 2003, stock options were granted to our executive management team on February 3 and on July 1 in accordance with award guidelines we had previously approved.

     Cash-based long-term incentive awards. In fiscal year 2003, we implemented the Ingram Micro Inc. 2003 Long-Term Executive Cash Incentive Award Program (the “2003 LTIP Program”) pursuant to the Ingram Micro Inc. Executive Incentive Plan (the “Incentive Plan”). We had previously implemented the Ingram Micro Inc. 2002 Long-Term Executive Cash Incentive Award Program (the “2002 LTIP Program”) pursuant to the Incentive Plan in fiscal year 2002. Payments under the 2002 LTIP Program and the 2003 LTIP Program will be based on our company’s performance on pre-established objective performance measures over a three-year period. Minimum performance standards were established below which no payments will be made. Regular reviews were provided throughout the year for both programs to determine progress toward these goals. The Human Resources Committee also established the eligibility criteria for executive officers and other key management personnel who were designated to participate in 2003 (approximately 28 individuals).

How is our Chief Executive Officer compensated?

     Kent B. Foster became our company’s Chief Executive Officer on March 6, 2000 and was elected as Chairman of the Board on May 17, 2000.

     Salary and annual bonus. Our company entered into an employment agreement with Mr. Foster covering his services as Chief Executive Officer in March 2000. The agreement provides for an annualized base salary of $1,000,000 (increased to $1,100,000 in 2001 and $1,138,500 in 2002) and the opportunity for an annual performance-based compensation award. We may also approve discretionary increases to Mr. Foster’s salary.

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Under the terms of his agreement, Mr. Foster is eligible for a target annual bonus opportunity of 100% of his annual base salary, with a maximum bonus opportunity of 200% of his annual base salary. Mr. Foster earned a bonus of 101.3% of his annual base salary for the 2003 fiscal year.

     2003 compensation. We reviewed the annual base salary of our company’s executive officers, including the base salary of the Chief Executive Officer, in October 2002. Based on the information presented in the Hewitt total compensation measurement study, we approved a 3.5% increase in Mr. Foster’s annual base salary to $1,178,350 effective January 3, 2003.

     Options. Mr. Foster received options to purchase 322,620 shares of common stock, at an exercise price of $11.31 in accordance with our semi-annual stock option grant guidelines for the management team on February 3, 2003. These options vest in three equal installments commencing February 3, 2004. Mr. Foster was also granted options to purchase 438,150 shares of common stock in accordance with our semi-annual stock option grant guidelines for the management team on July 1, 2003. These options were granted at an exercise price of $11.00 and vest in three equal installments beginning July 1, 2004.

     Long-term incentive award. We issued an award in 2003 to Mr. Foster under the 2003 LTIP Program, which, as described above, will allow Mr. Foster the opportunity to earn a cash payment based upon the company’s performance against pre-established objective performance measures over a three-year period. Mr. Foster’s payout target is $827,200; however, minimum performance standards were established below which no payments will be made. At the end of such three-year period, Mr. Foster therefore may receive no cash payout, or his final cash payout may be lesser or greater than his payout target amount, depending upon how the company performs against the performance measures.

     *      Howard Atkins was elected to the Human Resources Committee subsequent to the date of this Report of the Human Resources Committee.

Compensation Committee Interlocks and Insider Participation

     None of the members of the Human Resources Committee is or has been an officer or employee of Ingram Micro Inc.

Executive Compensation Summary Table

     The following table sets forth information concerning total compensation earned or paid to our Chief Executive Officer and our four other most highly compensated executive officers who served in such capacities as of January 3, 2004 (the “named executive officers”) for services rendered to us during each of the last three fiscal years.

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Stock Option/SAR Grants in Last Fiscal Year

     The following table provides information relating to stock options granted to the named executive officers for the year ended January 3, 2004.

Aggregate Stock Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values

     The following table provides information relating to any stock options exercised by the named executive officers during the year ended January 3, 2004, as well as the number and value of securities underlying unexercised stock options held by the named executive officers as of January 3, 2004.

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Long-Term Incentive Program Awards in the Last Fiscal Year

     The following table provides information with respect to the target award amount for each named executive officer in fiscal year 2003 under the Ingram Micro Inc. 2003 Long-Term Executive Cash Incentive Award Program (the “2003 LTIP Program”) pursuant to the Ingram Micro Inc. Executive Incentive Plan. Payments under the 2003 LTIP Program will be based on our company’s performance on pre-established objective performance measures over a three-year period. Minimum performance standards have been established below which no payments will be made.

     The following table provides information with respect to the target award amount for each named executive officer in fiscal year 2002 under the Ingram Micro Inc. 2002 Long-Term Executive Cash Incentive Award Program (the “2002 LTIP Program”) pursuant to the Ingram Micro Inc. Executive Incentive Plan. Payments under the 2002 LTIP Program will be based on our company’s performance on pre-established objective performance measures over a three-year period. Minimum performance standards have been established below which no payments will be made.

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Employment Agreements

     Agreement with Chief Executive Officer. In March 2000, we entered into an employment agreement with Mr. Foster covering his service as our Chief Executive Officer. The initial term of this agreement runs through the end of 2002, but is automatically extended for successive additional periods of one year unless either Ingram Micro or Mr. Foster opts out at least 60 days prior to the scheduled extension time. The agreement will automatically be extended for a period of 24 months upon any change in control, as defined in the agreement.

     The agreement provides for an annual base salary of $1,000,000 (increased to $1,100,000 in 2001, $1,138,500 in 2002 and $1,178,350 in 2003) and the opportunity for an annual incentive compensation award. Under the agreement, Mr. Foster is eligible for a target annual bonus opportunity of 100% of his annual base salary, and a maximum bonus opportunity of 200% of his annual base salary. The agreement also provides for Mr. Foster’s participation in our health and benefit programs.

     Mr. Foster’s benefits upon any termination of employment will be determined under our Executive Officer Severance Policy summarized below.

     Mr. Foster currently does not participate in our health and benefit programs; however, he does receive certain partial reimbursement for an annual company-paid physical. In the event that any of the payments provided for under Mr. Foster’s agreement would be subject to the federal excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties with respect to such excise tax, he will be entitled to an additional “gross-up” payment.

     Executive Officer Severance Policy. In October 2003, the Human Resources Committee adopted the Executive Officer Severance Policy (the “Severance Policy”). The Severance Policy applies to Messrs. Foster, Madden, Murai and Spierkel and to any other executive officers designated by our Board of Directors.

     Subject to execution of a release and covenant agreement satisfactory to us, eligible executive officers will be entitled to the severance benefits described below in the event their employment is terminated by us without “cause” as determined under the Severance Policy.

     The executive officer will receive an aggregate severance benefit equal to the greater of (x) the sum of the executive officer’s annual base salary and target annual bonus, each as in effect on the effective date of termination; and (y) the product of one-twelfth times the sum of the executive officer’s annual base salary and target annual bonus, each as in effect on the effective date, multiplied by the number of the executive officer’s full years of employment with our company (the “employment years”). The severance benefit will be payable in equal

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installments from the effective date of termination over the greater of (x) 12 months or (y) that number of months equal to the number of employment years (such greater period, the “Continuation Period”). The severance benefit payments will cease in the event that, prior to the end of the Continuation Period, the executive officer becomes employed or self-employed with a base salary and annual bonus opportunity comparable in the aggregate to the base salary and annual bonus opportunity to which he or she was entitled prior to termination of employment.

     The executive officer will also be entitled to an amount in cash equal to executive officer’s actual annual bonus determined for the year in which the Continuation Period begins, prorated to reflect the executive officer’s period of employment in such year. Such payment will be otherwise calculated and paid on the same basis, and at the same time, as the annual bonus payments are made to actively employed Ingram Micro executive officers.

     The executive officer and his or her dependents may continue to participate, at the executive officer’s expense, in Company-sponsored health and welfare programs through the Continuation Period. The executive officer will also be entitled to participate in an outplacement program, paid for by us, with a maximum cost not to exceed $20,000.

     Any unvested stock options, restricted stock awards, or other stock-based incentive compensation awards held by the executive officer will be cancelled on the effective date of termination. Any such vested awards will be governed by the terms of the plan and award agreements for each award. The executive officer’s participation in our Long-Term Executive Cash Incentive Award Program shall cease on termination of employment.

     2003 Agreement with Mr. Grainger. On December 19, 2003, we entered into a 2003 Executive Retention Agreement with Mr. Grainger. We and Mr. Grainger have agreed that in connection with his retirement from our company in March 2004, he is entitled to benefits under this agreement as summarized below.

     Mr. Grainger will receive severance pay aggregating $2,051,188, to be paid over a twenty month period from his retirement date (the “Continuation Period”), which payments will cease in the event that he becomes entitled through other employment to base salary and annual bonus opportunity comparable in the aggregate to the amount in place prior to his retirement. Mr. Grainger’s benefits, if any, under our 2002 and 2003 Long-Term Executive Cash Incentive Award programs, which would allow him the opportunity to earn a cash payment based upon our company’s performance against pre-established objective performance measures over a three-year period, will continue through the end of the Continuation Period. We will continue to provide medical, dental and vision insurance coverage to the same extent as provided for other executives through the Continuation Period. Mr. Grainger’s unvested stock options, restricted stock awards and other stock-based compensation awards granted will continue to vest during the Continuation Period. Due to Mr. Grainger’s age and years of service with our company, his vested stock options will be exercisable by him during the five-year period beginning on the commencement of the Continuation Period unless such option would otherwise terminate earlier. If any portion of the benefits payable to Mr. Grainger would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax, he will be entitled to an additional “gross-up” payment.

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EQUITY COMPENSATION PLAN INFORMATION

     The following table provides information with respect to equity compensation plans under which our equity securities are authorized for issuance, aggregated as all compensation plans previously approved by our shareowners and all compensation plans not previously approved by our shareowners, as of January 3, 2004.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

     The stock price performance graph below, which assumes a $100 investment on January 2, 1999 and reinvestment of any dividends, compares our cumulative total shareowner return (assuming reinvestment of dividends), the NYSE Composite Index and the Standard Industrial Classification (“SIC”) Code Index (SIC Code 5045—Computer and Computer Peripheral Equipment and Software) for the period beginning January 2, 1999 through January 3, 2004. The closing price per share of the common stock was $15.88 on January 3, 2004 and $17.60 on March 26, 2004, the record date of the annual meeting. The historical price performance of our common stock is not an indication of its future performance.

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INDEPENDENT PUBLIC ACCOUNTANTS

     The firm of PricewaterhouseCoopers LLP (“PwC”) served as our independent accountants for our 2003 fiscal year. This firm has advised us that it has no direct or indirect financial interest in our company. Representatives of this firm are expected to be present at the 2004 annual meeting of shareowners, with the opportunity to make a statement should they desire to do so, and will be available to respond to appropriate questions from shareowners. Our Audit Committee has retained PwC to serve as our independent accountants for 2004. See “Report of the Audit Committee.”

     Since January 2003, management is required to review and obtain the prior approval of the Audit Committee for all non-audit services proposed to be provided by the independent accountants. We review whether the provision of such services by the independent accountants would be compatible with the maintenance of PwC’s independence in the performance of its auditing functions for us.

     The fees and related billings to us for services provided by PwC for fiscal years 2002 and 2003 were as follows:

     Audit Fees. The aggregate fees for professional services rendered by PwC for (1) the audit of our annual financial statements and (2) services that are normally provided by PwC in connection with statutory and regulatory filings or engagements were $2,024,250 for fiscal year 2002, of which $1,277,540 was billed by PwC in fiscal year 2002 and $746,710 was billed by PwC in fiscal year 2003, and $2,290,774 for fiscal year 2003, of which $1,052,335 was billed by PwC in fiscal year 2003. We anticipate that PwC will bill us the balance of the outstanding fiscal 2003 audit fees during fiscal year 2004.

     Audit-Related Fees. The aggregate fees for professional services rendered by PwC related to 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 were $0 in fiscal year 2002 and $927,907 in fiscal year 2003. The audit-related fees in fiscal year 2003 related to assistance with our compliance program pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, agreed-upon or attestation procedures not part of recurring audit services, including those required to be delivered in connection with our accounts receivable-based securitization programs, and consultations regarding the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of proposed rules, standards or interpretations by regulatory or standard setting bodies.

     Tax Fees. The aggregate fees for professional services rendered by PwC which were principally related to tax compliance and consulting matters were $430,339 in fiscal year 2002 and $288,396 in fiscal year 2003. These tax fees related to consultations on tax technical matters, including federal, state and local tax and foreign tax matters, and tax return preparation services.

     All Other Fees. PwC neither billed us any fees nor provided any services not already reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above in or for fiscal years 2002 and 2003.

     Pre-Approval of Services. The Audit Committee amended its existing pre-approval policy in August 2003 for audit and non-audit services performed by our independent accountants. Unless a proposed service to be provided by the independent accountants has received general pre-approval in accordance with the guidelines discussed below, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved fee levels will require additional pre-approval by the Audit Committee.

     The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. The Audit Committee must approve any significant changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters. Additional fees in excess of 10% of the amount initially approved in connection with the annual audit services require additional pre-approval by the Audit Committee. With respect to non-audit services, the Audit Committee has concluded that the provision of such services does not impair the independent accountants’ independence, and the Audit Committee has provided (and the Audit Committee will annually review and provide) general pre-approved categories of services that may be provided by the independent accountants without obtaining specific pre-approval for each specific non-audit assignment. However, the Audit Committee will not permit the retention of the independent accountants in

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connection with a transaction initially recommended by the independent accountants, which may not be supported by bona fide business purposes and by the Code and related regulations.

     The term of any general pre-approval is twelve months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

     All audit and non-audit services described above were provided pursuant to pre-approval policies of the Audit Committee.

ANNUAL REPORT

     Our annual report for the fiscal year ended January 3, 2004, including the consolidated financial statements audited by PwC, independent accountants, and their report thereon dated March 11, 2004, is being mailed to all shareowners with this proxy statement. In addition, a copy of our annual report on Form 10-K for the fiscal year ended January 3, 2004 (with exhibit 99.01 only), as filed with the SEC will be sent to any shareowner without charge upon written request to Ingram Micro Inc., 1600 East St. Andrew Place, Santa Ana, California 92705, Attention: Corporate Communications and Investor Relations Department. Our annual report on Form 10-K can also be reviewed by accessing the SEC’s Internet site at http://www.sec.gov or our Internet site at http://www.ingrammicro.com. This text is not an active link and our Internet site and the information contained on that site, or connected to that site, is not incorporated into this proxy statement.

OTHER MATTERS

     As of the date of this proxy statement, we know of no business that will be presented for consideration at the annual meeting other than the items referred to above. If any other matter is properly brought before the meeting for action by shareowners, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

SHAREOWNER PROPOSALS

     Shareowners interested in submitting a proposal for inclusion in the proxy materials for our annual meeting of shareowners in 2005 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, our Corporate Secretary must receive shareowner proposals no later than December 24, 2004.

By order of the Board of Directors,

Larry C. Boyd
Senior Vice President,
Secretary and General Counsel

April 23, 2004
Santa Ana, California

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EXHIBIT A

INGRAM MICRO INC.
a Delaware corporation
(the “Company”)

Corporate Governance Guidelines

Amended March 23, 2004

A-1

A-2

* In connection with the election of Howard I. Atkins to Ingram Micro Inc.’s Board of Directors, the Board increased the Board size to nine directors. These guidelines will be updated to reflect such increase.

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in evaluating current directors for re appointment to a committee, assess the performance of such director and of such committee; and

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A-5

EXHIBIT B

INGRAM MICRO INC.

AUDIT COMMITTEE CHARTER

Adopted March 23, 2004

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B-3

B-4

EXHIBIT C

INGRAM MICRO INC.

HUMAN RESOURCES COMMITTEE CHARTER

Adopted March 23, 2004

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C-2

C-3

EXHIBIT D

INGRAM MICRO INC.

GOVERNANCE COMMITTEE CHARTER

Adopted March 23, 2004

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D-3

EXHIBIT E

INGRAM MICRO INC.
A DELAWARE CORPORATION

Policies on Board Communications with Shareowners

Adopted March 23, 2004

Corporate Secretary
Worldwide Legal Department
Ingram Micro Inc.
1600 East Saint Andrew Place
Santa Ana, California 92705

E-1

EXHIBIT F

INGRAM MICRO INC.
A DELAWARE CORPORATION

Procedures for Shareowner Nominations of Candidates for Directors

Adopted March 23, 2004

Corporate Secretary
Worldwide Legal Department
Ingram Micro Inc.
1600 East Saint Andrew Place
Santa Ana, California 92705

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		DETACH HERE PROXY INGRAM MICRO INC.
		ANNUAL MEETING OF SHAREOWNERS
		MAY 25, 2004

The undersigned, a shareowner of Ingram Micro Inc. (the “Company”), hereby appoints Thomas A. Madden and Larry C. Boyd, and each of them individually, as Proxies to represent and vote all of the Company’s Class A common stock held of record as of the end of the business day on March 26, 2004 by the undersigned, each with full power of substitution, at the Annual Meeting of Shareowners of the Company, to be held on Tuesday, May 25, 2004, beginning at 10:00 a.m. (local time) at the Company’s Santa Ana campus, 1600 East St. Andrew Place, Santa Ana, California 92705, and at any adjournment or postponement thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, WILL BE VOTED FOR PROPOSAL 1. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD, VOTE VIA TELEPHONE OR THE INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS OF THIS PROXY CARD, OR ATTEND THE MEETING AND VOTE IN PERSON.

If this Proxy relates to shares held for the undersigned in the Ingram Micro Inc. 401(k) Investment Savings Plan, then, when properly executed, it shall constitute instructions to the plan trustee to vote in the manner directed herein.

INGRAM MICRO INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

Your vote is important. Please vote immediately.

If you vote over the Internet or by telephone, please do not mail your card.