INGRAM MICRO INC, S-1, 1996-07-19

INGRAM MICRO INC
S-1, 1996-07-19

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

INGRAM MICRO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S> <C> <C>
DELAWARE 5045 62-1644402
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

JAMES E. ANDERSON, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
INGRAM MICRO INC.
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

COPIES TO:

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<S> <C>
WINTHROP B. CONRAD, JR., ESQ. LARRY W. SONSINI, ESQ.
DAVIS POLK & WARDWELL WILSON SONSINI GOODRICH & ROSATI
450 LEXINGTON AVENUE 650 PAGE MILL ROAD
NEW YORK, NEW YORK 10017 PALO ALTO, CALIFORNIA 94304
(212) 450-4000 (415) 493-9300
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ___________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE

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<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
NUMBER OF MAXIMUM MAXIMUM
SHARES OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- -------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $0.01 per
share.................. 23,000,000 $14.00 $322,000,000 $111,034.48
- -------------------------------------------------------------------------------------------------
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</TABLE>

(1) Includes 3,000,000 shares that are being registered in connection with an
over-allotment option granted to the U.S. Underwriters.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: (i) one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and (ii) the other to be used in connection with a concurrent
offering outside of the United States and Canada (the "International
Prospectus"). The U.S. Prospectus and the International Prospectus are identical
in all respects except for the front cover page of the International Prospectus,
which is included herein after the final page of the U.S. Prospectus and is
labeled "Alternate Page for International Prospectus." Final forms of each of
the Prospectuses will be filed with the Securities and Exchange Commission under
Rule 424(b).

i
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PROSPECTUS (Subject to Completion)
Issued July 19, 1996

20,000,000 Shares
LOGO
CLASS A COMMON STOCK
---------------------------

OF THE 20,000,000 SHARES OF CLASS A COMMON STOCK (THE "COMMON STOCK") OFFERED
HEREBY, 16,000,000 SHARES ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND
CANADA BY THE U.S. UNDERWRITERS, AND 4,000,000 SHARES ARE BEING OFFERED
INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS. SEE "UNDERWRITERS." ALL OF THE SHARES OF COMMON STOCK
OFFERED HEREBY ARE BEING ISSUED AND SOLD BY THE COMPANY. PRIOR TO THE
OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK OF THE
COMPANY. IT IS CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC OFFERING
PRICE WILL BE BETWEEN $ AND $ PER SHARE. SEE "UNDERWRITERS"
FOR A DISCUSSION OF THE FACTORS TO BE CONSIDERED IN DETERMINING THE
INITIAL PUBLIC OFFERING PRICE. THE COMPANY HAS TWO CLASSES OF
AUTHORIZED COMMON STOCK, THE COMMON STOCK OFFERED HEREBY AND CLASS
B COMMON STOCK (THE "CLASS B COMMON STOCK," AND COLLECTIVELY WITH
THE COMMON STOCK, THE "COMMON EQUITY"). THE RIGHTS OF HOLDERS OF
COMMON STOCK AND CLASS B COMMON STOCK ARE IDENTICAL EXCEPT FOR
VOTING AND CONVERSION RIGHTS AND RESTRICTIONS ON
TRANSFERABILITY. HOLDERS OF THE COMMON STOCK ARE ENTITLED TO
ONE VOTE PER SHARE, AND HOLDERS OF THE CLASS B COMMON STOCK
ARE ENTITLED TO TEN VOTES PER SHARE ON MOST MATTERS SUBJECT
TO STOCKHOLDER VOTE. UPON THE CLOSING OF THIS OFFERING, THE
INGRAM STOCKHOLDERS (AS DEFINED HEREIN) WILL HAVE
APPROXIMATELY 80.0% OF THE COMBINED VOTING POWER OF THE
COMMON EQUITY (79.8% IF THE U.S. UNDERWRITERS EXERCISE
THEIR OVER-ALLOTMENT OPTION IN FULL). APPLICATION HAS
BEEN MADE FOR THE COMMON STOCK TO BE LISTED ON THE NEW
YORK STOCK EXCHANGE UNDER THE SYMBOL "IM."
---------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THE OFFERING.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------

PRICE $ A SHARE
---------------------------

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<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
---------------------------------------------------------------
<S> <C> <C> <C>
Per Share.............................. $ $ $
Total(3)............................... $ $ $
</TABLE>

- ------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company estimated at $1,500,000.

(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
3,000,000 additional Shares at the price to public less underwriting
discounts and commissions, for the purpose of covering over-allotments,
if any. If the U.S. Underwriters exercise such option in full, the total
price to public, underwriting discounts and commissions, and proceeds to
Company will be $ , $ and $ , respectively. See
"Underwriters."
---------------------------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Wilson Sonsini Goodrich & Rosati, counsel for the Underwriters. It is
expected that delivery of the Shares will be made on or about , 1996
at the office of Morgan Stanley & Co. Incorporated, New York, New York, against
payment therefor in immediately available funds.
---------------------------

MORGAN STANLEY & CO.
Incorporated

ALEX. BROWN & SONS
INCORPORATED

HAMBRECHT & QUIST

THE ROBINSON-HUMPHREY COMPANY, INC.

J.C. BRADFORD & CO.
, 1996
<PAGE> 4

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO
MAKE SUCH OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------

UNTIL , 1996 (25 DAYS AFTER COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
------------------------

For investors outside the United States: No action has been or will be
taken in any jurisdiction by the Company or by any Underwriter that would permit
a public offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is required, other
than in the United States. Persons into whose possession this Prospectus comes
are required by the Company and the Underwriters to inform themselves about and
to observe any restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
------------------------

TABLE OF CONTENTS
<TABLE>
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PAGE
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Prospectus Summary..................... 3
The Company............................ 5
Risk Factors........................... 7
Use of Proceeds........................ 15
Dividend Policy........................ 15
Capitalization......................... 16
Dilution............................... 17
Selected Consolidated Financial Data... 18
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 19
Business............................... 28
Management............................. 45

<CAPTION>
PAGE
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<S> <C>
Employee and Priority Offers........... 52
Certain Transactions................... 53
The Split-Off.......................... 54
Principal Stockholders................. 58
Description of Capital Stock........... 59
Shares Eligible for Future Sale........ 62
Certain U.S. Federal Income Tax
Considerations....................... 64
Underwriters........................... 66
Legal Matters.......................... 69
Experts................................ 69
Additional Information................. 69
Index to Consolidated Financial
Statements........................... F-1
</TABLE>

------------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
------------------------

Ingram Micro and the Ingram Micro logo are registered trademarks of the
Company. Ingram Alliance, IMpulse, "Leading the Way in Worldwide Distribution,"
and "Partnership America" are trademarks of the Company. All other trademarks or
tradenames referred to in this Prospectus are the property of their respective
owners.
------------------------

Unless the context otherwise requires, the "Company" or "Ingram Micro"
refers to Ingram Micro Inc., a Delaware corporation, and its consolidated
subsidiaries. In addition, unless otherwise indicated, all information in this
Prospectus assumes (i) the occurrence of the Split-Off (as defined herein), as
of the date of the closing of this offering, and (ii) no exercise of the U.S.
Underwriters' over-allotment option. See "Underwriters." The fiscal year of the
Company is a 52- or 53-week period ending on the Saturday nearest to December
31. Unless the context otherwise requires, references in this Prospectus to
"1991," "1992," "1993," "1994," and "1995" represent the fiscal years ended
December 28, 1991 (52 weeks), January 2, 1993 (53 weeks), January 1, 1994 (52
weeks), December 31, 1994 (52 weeks), and December 30, 1995 (52 weeks),
respectively. The Company's next 53-week fiscal year will be fiscal year 1997.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and the notes thereto
appearing elsewhere in this Prospectus.

THE COMPANY

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company markets microcomputer hardware, networking equipment, and
software products to more than 105,000 reseller customers in approximately 120
countries worldwide. Ingram Micro distributes microcomputer products through
warehouses in eight strategic locations in the continental United States and 21
international warehouses located in Canada, Mexico, most countries of the
European Union, Norway, Malaysia, and Singapore. The Company believes that it is
the market share leader in the U.S., Canada, and Mexico, and the second largest
full-line distributor in Europe. In 1995, approximately 31% of the Company's net
sales were derived from operations outside the U.S. Ingram Micro offers one-stop
shopping to its reseller customers by providing a comprehensive inventory of
more than 36,000 products from over 1,100 suppliers, including most of the
microcomputer industry's leading hardware manufacturers, networking equipment
suppliers, and software publishers. The Company's suppliers include Apple
Computer, Cisco Systems, Compaq Computer, Creative Labs, Hewlett-Packard, IBM,
Intel, Microsoft, NEC, Novell, Quantum, 3Com, Toshiba, and U.S. Robotics.

The Company conducts business with most of the leading resellers of
microcomputer products around the world, including, in the United States,
Ameridata, CDW Computer Centers, CompuCom, CompUSA, Computer City, Electronic
Data Systems, En Pointe Technologies, Entex Information Services, Micro
Warehouse, Sam's Club, Staples, and Vanstar. The Company's international
reseller customers include Complet Data A/S, Consultores en Diagnostico
Organizacional y de Sistemas, DSG Retail Ltd., 06 Software Centre Europe, B.V.,
GE Capital Technologies, Jump Ordenadores, Maxima S.A., Norsk Datasenter, Owell
Svenska AB, SNI Siemens Nixdorf Infosys AG, and TC Sistema SPA.

The Company has grown rapidly over the past five years, with net sales and
net income increasing to $8.6 billion and $84.3 million, respectively, in 1995
from $2.0 billion and $30.2 million, respectively, in 1991, representing
compound annual growth rates of 43.8% and 29.3%, respectively. The Company's
growth during this period reflects substantial expansion of its existing
domestic and international operations, resulting from the addition of new
customers, increased sales to the existing customer base, the addition of new
product categories and suppliers, and the establishment of Ingram Alliance (the
Company's master reseller business launched in late 1994), as well as the
successful integration of ten acquisitions worldwide.

THE OFFERING

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<S> <C>
Common Stock offered(1):
U.S. Offering.............................. 16,000,000 Shares
International Offering..................... 4,000,000 Shares
Total................................... 20,000,000 Shares
Common Equity to be outstanding after this
offering(1):
Common Stock............................... 20,000,000 Shares
Class B Common Stock(2).................... 110,882,000 Shares
Total(2)................................ 130,882,000 Shares
Voting rights:
Common Stock............................... One vote per share
Class B Common Stock....................... Ten votes per share
Use of proceeds.............................. To repay certain outstanding indebtedness.
See "Use of Proceeds."
Proposed NYSE Symbol......................... IM
</TABLE>

- ---------------

(1) Assumes no exercise of the U.S. Underwriters' over-allotment option.

(2) See "Principal Stockholders." Excludes 15,900,000 shares of Class B Common
Stock issuable in connection with outstanding stock options, with a weighted
average exercise price of $3.42 per share. See "Management."

3
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)

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<CAPTION>
THIRTEEN WEEKS ENDED
FISCAL YEAR --------------------
---------------------------------------------------- APRIL 1, MARCH 30,
1991 1992 1993 1994 1995 1995 1996
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<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.................... $2,016.6 $2,731.3 $4,044.2 $5,830.2 $8,616.9 $1,879.5 $2,752.7
Gross profit................. 185.4 227.6 329.6 439.0 605.7 132.4 186.6
Income from operations....... 67.6 68.9 103.0 140.3 186.9 38.5 54.9 (2)
Net income(1)................ 30.2 31.0 50.4 63.3 84.3 17.1 23.8 (2)
Pro forma earnings per
share...................... 0.28 0.29 0.46 0.55 0.70 0.14 0.20 (2)
Pro forma weighted average
common shares
outstanding(3)............. 107.0 107.7 109.4 115.3 120.1 119.8 120.6
</TABLE>

<TABLE>
<CAPTION>
MARCH 30, 1996
-------------------------------------------
AS AS FURTHER
ACTUAL ADJUSTED(4) ADJUSTED(4)(5)
-------- ----------- --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......................................... $ 986.7 $ 826.7 $ 817.8
Total assets............................................ 2,819.0 2,659.0 2,659.0
Total debt(6)........................................... 810.3 651.3 388.2
Stockholders' equity.................................... 333.5 313.1 567.3
</TABLE>

- ---------------

(1) The 1992 results reflect the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("FAS 109").

(2) Reflects a non-cash compensation charge of $6.7 million ($4.1 million, or
$0.03 per share, net of tax) in connection with the granting of the Rollover
Stock Options (as defined herein). See "The Split-Off -- The Exchange" and
Note 11 of Notes to Consolidated Financial Statements.

(3) See Note 2 of Notes to Consolidated Financial Statements.

(4) As adjusted to reflect (i) a $20 million distribution payable to Ingram
Industries in the second quarter of 1996 in connection with the Split-Off
(resulting in a $20 million increase in total debt and a $20 million
decrease in stockholders' equity); (ii) the assumption by the Company of the
accounts receivable securitization program of Ingram Industries in partial
satisfaction of amounts due to Ingram Industries (resulting in a $160
million decrease in each of working capital and total debt); (iii) the
issuance of 2,775,000 redeemable shares of Class B Common Stock in the
Employee Offering (as defined herein) (resulting in a $19 million increase
in redeemable Class B Common Stock); and (iv) the repayment of $19 million
of certain indebtedness with the net proceeds from the Employee Offering, as
if such transactions had occurred on March 30, 1996.

(5) As further adjusted to give effect to the issuance of the Common Stock
offered by the Company in this offering, the repayment of certain
indebtedness with the estimated net proceeds therefrom, and the additional
$8.9 million non-cash compensation charge related to certain Rollover Stock
Options. See "Use of Proceeds," "Capitalization," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(6) Includes long-term debt, current maturities of long-term debt, and amounts
due to Ingram Industries.

4
<PAGE> 7

THE COMPANY

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company markets microcomputer hardware, networking equipment, and
software products to more than 105,000 reseller customers in approximately 120
countries worldwide in three principal market sectors: the VAR sector,
consisting of value-added resellers, systems integrators, network integrators,
application VARs, and original equipment manufacturers; the Commercial sector,
consisting of corporate resellers, direct marketers, independent dealers, and
owner-operated chains; and the Consumer sector, consisting of consumer
electronics stores, computer superstores, mass merchants, office product
superstores, software-only stores, and warehouse clubs. As a wholesale
distributor, the Company markets its products to each of these types of
resellers as opposed to marketing directly to end-user customers.

Ingram Micro offers one-stop shopping to its reseller customers by
providing a comprehensive inventory of more than 36,000 products from over 1,100
suppliers, including most of the microcomputer industry's leading hardware
manufacturers, networking equipment suppliers, and software publishers. The
Company's broad product offerings include: desktop and notebook personal
computers ("PCs"), servers, and workstations; mass storage devices; CD-ROM
drives; monitors; printers; scanners; modems; networking hubs, routers, and
switches; network interface cards; business application software; entertainment
software; and computer supplies. The Company's suppliers include Apple Computer,
Cisco Systems, Compaq Computer, Creative Labs, Hewlett-Packard, IBM, Intel,
Microsoft, NEC, Novell, Quantum, 3Com, Toshiba, and U.S. Robotics.

Ingram Micro distributes microcomputer products worldwide through
warehouses in eight strategic locations in the continental United States and 21
international warehouses operated by its subsidiaries in Canada, Mexico, most
countries of the European Union, Norway, Malaysia, and Singapore. The Company
believes that it is the market share leader in the U.S., Canada, and Mexico, and
the second largest full-line distributor in Europe. In 1995, approximately 31%
of the Company's net sales were derived from operations outside the U.S. The
Export Division fulfills orders from U.S. exporters and from foreign customers
in countries where the Company does not operate a distribution subsidiary,
including much of Latin America, the Middle East, Africa, Australia, and parts
of Europe and Asia. The Company participates in the master reseller business in
the United States through Ingram Alliance Reseller Company ("Ingram Alliance").

The Company's principal objective is to enhance its position as the
preeminent wholesale distributor of microcomputer products worldwide. The
Company is focused on providing a broad range of products and services, quick
and efficient order fulfillment, and consistent on-time and accurate delivery to
its reseller customers around the world. The Company believes that IMpulse, the
Company's on-line information system, provides a competitive advantage through
real-time worldwide information access and processing capabilities. This
information system, coupled with the Company's exacting operating procedures in
telesales, credit support, customer service, purchasing, technical support, and
warehouse operations, enables the Company to provide its reseller customers with
superior service in an efficient and low cost manner. In addition, to enhance
sales and support its suppliers and reseller customers, the Company provides a
wide range of value-added services, such as technical training, order
fulfillment, tailored financing programs, systems configuration, and marketing
programs.

5
<PAGE> 8

categories and suppliers, and the establishment of Ingram Alliance, as well as
the successful integration of ten acquisitions worldwide.

The Company is currently a subsidiary of Ingram Industries Inc. ("Ingram
Industries"), a company controlled by Martha R. Ingram, her children, certain
trusts created for their benefit, and two charitable trusts and a foundation
created by the Ingram family (collectively, the "Ingram Stockholders").
Immediately prior to the closing of this offering, Ingram Industries will
consummate a reorganization (the "Reorganization"), pursuant to which the
Company, Ingram Industries, and a wholly-owned subsidiary of Ingram Industries,
Ingram Entertainment Inc. ("Ingram Entertainment"), will allocate certain
liabilities and obligations among themselves. In conjunction with the
Reorganization, Ingram Industries will consummate an exchange (the "Exchange"),
pursuant to which the existing stockholders of Ingram Industries will exchange
all or a portion of their shares of Ingram Industries common stock for shares of
Class B Common Stock of the Company or common stock of Ingram Entertainment, in
specified ratios. Immediately after the Exchange and the closing of this
offering, none of the Common Equity will be held by Ingram Industries. At such
time, 69.0% of the outstanding Common Equity (and 80.0% of the outstanding
voting power) will be held by the Ingram Stockholders (67.5% and 79.8%,
respectively, if the U.S. Underwriters' over-allotment option is exercised in
full). The Exchange and the Reorganization, together with certain related
transactions, are referred to herein as the "Split-Off." See "Principal
Stockholders" and "The Split-Off."

The Company's earliest predecessor began business in 1979 as a California
corporation named Micro D, Inc. This company, through a series of acquisitions
and mergers, is now a subsidiary of Ingram Micro Holdings Inc. ("Holdings"),
which has expanded through additional acquisitions and internal growth to
encompass the Company's current operations. The Company was reincorporated in
Delaware on April 29, 1996. Holdings is presently a wholly-owned subsidiary of
the Company and will be merged into the Company prior to consummation of the
Split-Off. The Company's principal executive office is located at 1600 East St.
Andrew Place, Santa Ana, California 92705, and its telephone number is (714)
566-1000.

6
<PAGE> 9

RISK FACTORS

In evaluating the Company's business, prospective investors should
carefully consider the following factors in addition to the other information
contained in this Prospectus.

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

The Company entered the "aggregator" or "master reseller" business by
launching Ingram Alliance in late 1994. See "Business -- Ingram Alliance." The
Company competes with other master resellers, which sell to groups of affiliated
franchisees and third-party dealers. Many of the Company's competitors in the
master reseller business are more experienced and have more established contacts
with affiliated resellers, third-party dealers, or suppliers, which may provide
them with a competitive advantage over the Company.

The Company is constantly seeking to expand its business into areas closely
related to its core microcomputer products distribution business. As the Company
enters new business areas, it may encounter increased competition from current
competitors and/or from new competitors, some of which may be current customers
of the Company. For example, the Company intends to distribute media in the new
digital video disc format and may compete with traditional music and printed
media distributors. In addition, certain services the Company provides may
directly compete with those provided by the Company's reseller customers. There
can be no assurance that increased competition and adverse reaction from
customers resulting from the Company's expansion into new business areas will
not have a material adverse effect on the Company's business, financial
condition, or results of operations.

Narrow Margins. As a result of intense price competition, the Company's
margins have historically been narrow and are expected in the future to continue
to be so. See "-- Intense Competition." These narrow margins magnify the impact
on operating results of variations in operating costs. The Company's gross
margins have declined from 8.1% for 1993 to 6.8% for the quarter ended March 30,
1996. The Company receives purchase discounts from suppliers based on a number
of factors, including sales or purchase volume and breadth of customers. These
purchase discounts directly affect gross margins. Because many purchase
discounts from suppliers are based on percentage increases in sales of products,
it may become more difficult for the Company to achieve the percentage growth in
sales required for larger discounts due to the current size of the Company's
revenue base. The Company's gross margins have been further reduced by the
Company's entry into the master reseller business through Ingram Alliance, which
has lower gross margins than the Company's traditional wholesale distribution
business. See "--Risks Associated with Ingram Alliance" and "Business -- Ingram
Alliance." The Company has taken a number of steps intended to address the
challenges of declining gross margins, particularly by continually improving and
enhancing its information systems and implementing procedures and systems
designed to provide greater warehousing efficiencies and greater accuracy in
shipping. However, there can be no assurance that these steps will prevent gross
margins from continuing to decline. If the Company's gross margins continue to
decline, the Company will be required to reduce operating expenses as a
percentage of net sales further in order to maintain or increase its operating
margins. While the Company will continue to explore ways to improve gross
margins and reduce operating expenses as a percentage of net sales, there can be
no assurance that the Company will be successful in such efforts or that the
Company's margins will not decline in the future. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

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<PAGE> 10

Fluctuations in Quarterly Results. The Company's quarterly net sales and
operating results have varied significantly in the past and will likely continue
to do so in the future as a result of seasonal variations in the demand for the
products and services offered by the Company, the introduction of new hardware
and software technologies and products offering improved features and
functionality, the introduction of new products and services by the Company and
its competitors, the loss or consolidation of a significant supplier or
customer, changes in the level of operating expenses, inventory adjustments,
product supply constraints, competitive conditions including pricing, interest
rate fluctuations, the impact of acquisitions, currency fluctuations, and
general economic conditions. The Company's narrow margins may magnify the impact
of these factors on the Company's operating results.

Specific historical seasonal variations in the Company's operating results
have included a reduction of demand in Europe during the summer months,
increased Canadian government purchasing in the first quarter, and pre-holiday
stocking in the retail channel during the September to November period. In
addition, as was the case with the introduction of Microsoft Windows 95 in
August 1995, the product cycle of major products may materially impact the
Company's business, financial condition, or results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Data; Seasonality." Changes in supplier supported
programs may also have a material impact on the Company's quarterly net sales
and operating results. The Company may be unable to adjust spending sufficiently
in a timely manner to compensate for any unexpected sales shortfall, which could
materially adversely affect quarterly operating results. Accordingly, the
Company believes that period-to-period comparisons of its operating results
should not be relied upon as an indication of future performance. In addition,
the results of any quarterly period are not indicative of results to be expected
for a full fiscal year. In certain future quarters, the Company's operating
results may be below the expectations of public market analysts or investors. In
such event, the market price of the Common Stock would be materially adversely
affected.

Capital Intensive Nature of Business; High Degree of Leverage. The
Company's business requires significant levels of capital to finance accounts
receivable and product inventory not financed by trade creditors. The Company is
highly leveraged and has relied heavily on debt financing for its increasing
working capital needs in connection with the expansion of its business. At
December 30, 1995 and March 30, 1996, the Company's total debt was $850.5
million and $810.3 million, respectively, and represented 73.2% and 70.8%,
respectively, of the Company's total capitalization. Pro forma for this offering
and the application of the net proceeds therefrom, as of March 30, 1996, the
Company's total debt as a percentage of total capitalization would have been
39.8% (35.7% assuming the U.S. Underwriters' over-allotment option is exercised
in full). See "Use of Proceeds," "Capitalization," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations." In order to
continue its expansion, the Company will need additional financing, including
debt financing, which may or may not be available on terms acceptable to the
Company, or at all. While a portion of the Company's historical financing needs
has been satisfied through internally generated funds and trade creditors, a
substantial amount has come from intercompany borrowings under debt facilities
and an accounts receivable securitization facility maintained by Ingram
Industries. No assurance can be given that the Company will continue to be able
to borrow in adequate amounts for these or other purposes on terms acceptable to
the Company, and the failure to do so could have a material adverse effect on
the Company's business, financial condition, and results of operations.

In connection with the Split-Off, the Company is expected to enter into an
amended $380 million credit facility (the "Amended Credit Facility") and assume
certain debt of Ingram Industries. This indebtedness will replace intercompany
borrowings from Ingram Industries. Although the terms of the Split-Off and the
Amended Credit Facility have not been finally determined, it is currently
contemplated that Ingram Industries and Ingram Entertainment will guarantee the
Company's obligations under the Amended Credit Facility until such time as the
Company has received at least $250 million in qualifying new equity, including
net proceeds from this offering. Ingram Industries and Ingram Entertainment will
receive a fee for such guarantees. The guarantee fees and the interest rates
charged under the Amended Credit Facility will increase over time if the
guarantees are not released. In addition, if the guarantees have not been
released, the Company will be obligated to reimburse Ingram Industries and
Ingram Entertainment for their increased borrowing costs, if any, associated
with the existence of such guarantees. The Company's ability in the future to
satisfy its debt

8
<PAGE> 11

obligations and pay any related fees will be dependent upon its future
performance, which is subject to prevailing economic conditions and financial,
business, and other factors, including factors beyond the Company's control. See
"-- Fluctuations in Quarterly Results," "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources," "Certain Transactions," and "The Split-Off -- The Reorganization."

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

To manage the expansion of its operations, the Company must continuously
evaluate the adequacy of its management structure and its existing systems and
procedures, including, among others, its data processing, financial, and
internal control systems. When entering new geographic markets, the Company will
be required to implement the Company's centralized IMpulse information
processing system on a timely and cost-effective basis, hire personnel,
establish suitable distribution centers, and adapt the Company's distribution
systems and procedures to these new markets. There can be no assurance that
management will adequately anticipate all of the changing demands that growth
could impose on the Company's systems, procedures, and structure. In addition,
the Company will be required to react to changes in the microcomputer
distribution industry, and there can be no assurance that it will be able to do
so successfully. Any failure to adequately anticipate and respond to such
changing demands may have a material adverse effect on the Company's business,
financial condition, or results of operations.

Dependence on Information Systems. The Company depends on a variety of
information systems for its operations, particularly its centralized IMpulse
information processing system which supports more than 40 operational functions
including inventory management, order processing, shipping, receiving, and
accounting. At the core of IMpulse is on-line, real-time distribution software
which supports basic order entry and processing and customers' shipments and
returns. The Company's information systems require the services of over 350 of
the Company's associates with extensive knowledge of the Company's information
systems and the business environment in which the Company operates. Any failure
or significant downtime of IMpulse or any of the Company's other information
systems could prevent the Company from taking customer orders, printing product
pick-lists, and/or shipping product and could prevent customers from accessing
price and product availability information from the Company. In such event, the
Company could be at a severe disadvantage in determining appropriate product
pricing or the adequacy of inventory levels or in reacting to rapidly changing
market conditions, such as a currency devaluation. A failure of the Company's
information systems which impacts any of these functions could have a material
adverse effect on the Company's business, financial condition, or results of
operations. In addition, the inability of the Company to attract and retain the
highly skilled personnel required to implement, maintain, and operate IMpulse
and the Company's other information systems could have a material adverse effect
on the Company's business, financial condition, or results of operations. In
order to react to changing market conditions, the Company must continuously
expand and improve IMpulse and its other information systems. From time to time
the Company may acquire other businesses having information systems and records
which must be converted and integrated into IMpulse or other Company information
systems. This can be a lengthy and expensive process that results in a
significant diversion of resources from other operations. The inability of the
Company to convert the information systems of any acquired businesses to the
Company's information systems and to train its information systems

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<PAGE> 12

personnel in a timely manner and on a cost-effective basis could materially
adversely affect the Company's business, financial condition, or results of
operations. There can be no assurance that the Company's information systems
will not fail, that the Company will be able to attract and retain qualified
personnel necessary for the operation of such systems, that the Company will be
able to expand and improve its information systems, or that the information
systems of acquired companies will be successfully converted and integrated into
the Company's information systems on a timely and cost-effective basis. See
"Business -- Information Systems."

Exposure to Foreign Markets; Currency Risk. The Company, through its
subsidiaries, operates in a number of countries outside the United States,
including Canada, Mexico, most of the countries of the European Union, Norway,
Malaysia, and Singapore. In 1994, 1995, and the first quarter of 1996, 29.3%,
30.7%, and 33.4%, respectively, of the Company's net sales were derived from
operations outside of the United States, and the Company expects its
international net sales to increase as a percentage of total net sales in the
future. The Company's international net sales are primarily denominated in
currencies other than the U.S. dollar. Accordingly, the Company's international
operations impose risks upon its business as a result of exchange rate
fluctuations. Although the Company attempts to mitigate the effect of exchange
rate fluctuations on its business, primarily by attempting to match the
currencies of sales and costs, as well as through the use of foreign currency
borrowings and derivative financial instruments such as forward exchange
contracts, the Company does not seek to remove all risk associated with such
fluctuations. Accordingly, there can be no assurance that exchange rate
fluctuations will not have a material adverse effect on the Company's business,
financial condition, or results of operations in the future. In certain
countries outside the United States, operations are accounted for primarily on a
U.S. dollar denominated basis. In the event of an unexpected devaluation of the
local currency in those countries, the Company may experience significant
foreign exchange losses. For example, the devaluation of the Mexican peso, which
began in December 1994, significantly affected the Company's Mexican operations.
The primary impact on the Company's operating results was a foreign exchange
pre-tax charge of approximately $6.9 million and $7.8 million in 1994 and 1995,
respectively. In addition, the Company's net sales in Mexico were adversely
affected in 1995 as a result of the general economic impact of the devaluation
of the Mexican peso. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

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

Dependence on Key Individuals. The Company is dependent in large part on
its ability to retain the services of its executive officers, especially Messrs.
Jeffrey R. Rodek (President and Chief Operating Officer) and David R. Dukes
(Vice Chairman of Ingram Micro and Chief Executive Officer of Ingram Alliance).
The loss of any of the Company's executive officers could have a material
adverse effect on the Company. The Company does not have employment contracts
with most of its executive officers. See "Management." The Company's continued
success is also dependent upon its ability to retain and attract other qualified
employees to meet the Company's needs. See "Business."

Linwood A. (Chip) Lacy, Jr., the Company's Chief Executive Officer since
1985, resigned effective May 31, 1996. Pending appointment of a new Chief
Executive Officer, John R. Ingram, Co-President of Ingram Industries, has been
appointed acting Chief Executive Officer. Although the Company believes that one
of its distinguishing characteristics is the strength of its senior and middle
management personnel, there can be no assurance that the Company will not
experience a material adverse effect on its business, financial condition, or
results of operations as a result of the resignation of Mr. Lacy.

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<PAGE> 13

Product Supply; Dependence on Key Suppliers. The ability of the Company to
obtain particular products or product lines in the required quantities and to
fulfill customer orders on a timely basis is critical to the Company's success.
In most cases, the Company has no guaranteed price or delivery agreements with
its suppliers. As a result, the Company has experienced, and may in the future
continue to experience, short-term inventory shortages. In addition,
manufacturers who currently distribute their products through the Company may
decide to distribute, or to substantially increase their existing distribution,
through other distributors, their own dealer networks, or directly to resellers.
Further, the personal computer industry experiences significant product supply
shortages and customer order backlogs from time to time due to the inability of
certain manufacturers to supply certain products on a timely basis. There can be
no assurance that suppliers will be able to maintain an adequate supply of
products to fulfill the Company's customer orders on a timely basis or that the
Company will be able to obtain particular products or that a product line
currently offered by suppliers will continue to be available. The failure of the
Company to obtain particular products or product lines in the required
quantities or fulfill customer orders on a timely basis could have a material
adverse effect on its business, financial condition, or results of operations.

Although Ingram Micro regularly stocks products and accessories supplied by
over 1,100 suppliers, approximately 36.5%, 41.4%, 53.2%, and 54.4% of the
Company's net sales in 1993, 1994, 1995, and the first quarter of 1996,
respectively, were derived from products provided by its ten largest suppliers.
In 1995, 23.4% of the Company's net sales were derived from sales of products
from two suppliers (Microsoft and Compaq Computer). In the first quarter of
1996, 24.5% of the Company's net sales were derived from sales of products from
Hewlett-Packard and Compaq Computer. Furthermore, certain of the Company's
non-U.S. operations are even more dependent on a limited number of suppliers. In
addition, many services that the Company provides to its reseller customers,
such as financing and technical training, are dependent on supplier support. The
loss of a major supplier, the deterioration of the Company's relationship with a
major supplier, the loss or deterioration of supplier support for certain
Company-provided services, the decline in demand for a particular supplier's
product, or the failure of the Company to establish good relationships with
major new suppliers could have a material adverse effect on the Company's
business, financial condition, or results of operations. Such a loss,
deterioration, decline, or failure could also have a material adverse effect on
the sales by the Company of products provided by other suppliers. See
"Business -- Products and Suppliers."

The Company's ability to achieve increases in net sales or to sustain
current net sales levels depends in part on the ability and willingness of the
Company's suppliers to provide products in the quantities the Company requires.
Although the Company has written distribution agreements with many of its
suppliers, these agreements usually provide for nonexclusive distribution rights
and often include territorial restrictions that limit the countries in which
Ingram Micro is permitted to distribute the products. The agreements are also
generally short term, subject to periodic renewal, and often contain provisions
permitting termination by either party without cause upon relatively short
notice. The termination of an agreement may have a material adverse impact on
the Company's business, financial condition, or results of operations.

Risks Associated with Ingram Alliance. Ingram Micro entered the master
reseller (also known as "aggregation") business in late 1994 through the launch
of Ingram Alliance. Ingram Alliance is designed to offer resellers access to
products supplied by certain of the industry's leading hardware manufacturers at
competitive prices by utilizing a low-cost business model that depends upon a
higher average order size, lower product returns percentage, and supplier-paid
financing. See "Business -- Ingram Alliance." The master reseller business is
characterized by gross margins and operating margins that are even narrower than
those of the U.S. microcomputer products wholesale distribution business and by
competition based almost exclusively on price, programs, and execution. In the
master reseller business, the Company has different supply arrangements and
financing terms than in its traditional wholesale distribution business. There
can be no assurance that the Company will be able to compete successfully in the
master reseller business. A failure by Ingram Alliance to compete successfully
could have a material adverse effect on the Company's business, financial
condition, or results of operations.

A substantial portion of Ingram Alliance's net sales (approximately 89.9%
during 1995 and 93.2% during the quarter ended March 30, 1996) is derived from
the sale of products supplied by Compaq Computer, IBM,

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<PAGE> 14

Toshiba, NEC, and Apple Computer. As a result, Ingram Alliance's business is
dependent upon price and related terms and availability of products provided by
these key suppliers. Although the Company considers Ingram Alliance's
relationships with these suppliers to be good, there can be no assurance that
these relationships will continue as presently in effect or that changes by one
or more of such key suppliers in their volume discount schedules or other
marketing programs would not adversely affect the Company's business, financial
condition or results of operations. Termination or nonrenewal of Ingram
Alliance's agreements with key suppliers would have a material adverse effect on
the Company's business, financial condition, or results of operations.

Although the Company's wholesale distribution division sells
Hewlett-Packard products, Ingram Alliance does not currently have authorization
to sell Hewlett-Packard products in the master reseller market. Because of
Hewlett-Packard's position as a major supplier of microcomputer hardware
products, the Company believes that sales of Hewlett-Packard products likely
account for a substantial portion of sales at Ingram Alliance's major
competitors in the master reseller business. The inability to offer
Hewlett-Packard products places Ingram Alliance at a competitive disadvantage to
its competitors because it is unable to provide a full range of products to its
customers. The continued inability of Ingram Alliance to receive authorization
to sell Hewlett-Packard products could have a material adverse effect on Ingram
Alliance's business, financial condition, or results of operations.

Acquisitions. As part of its growth strategy, the Company pursues the
acquisition of companies that either complement or expand its existing business.
As a result, the Company is continually evaluating potential acquisition
opportunities, which may be material in size and scope. Acquisitions involve a
number of risks and difficulties, including expansion into new geographic
markets and business areas, the requirement to understand local business
practices, the diversion of management's attention to the assimilation of the
operations and personnel of the acquired companies, the integration of the
acquired companies' management information systems with those of the Company,
potential adverse short-term effects on the Company's operating results, the
amortization of acquired intangible assets, and the need to present a unified
corporate image.

The Company does not currently have any commitments or agreements with
respect to any acquisitions. The Company is currently in active negotiations
regarding a number of potential acquisitions or joint ventures. The Company
anticipates that one or more potential acquisition opportunities, including some
that could be material to the Company, may become available in the future. The
Company may issue equity securities to consummate acquisitions, which may cause
dilution to investors purchasing Common Stock in this offering. In addition, the
Company may be required to utilize cash or increase its borrowings to consummate
acquisitions. No assurance can be given that the Company will have adequate
resources to consummate any acquisition, that any acquisition by the Company
will or will not occur, that if any acquisition does occur it will not have a
material adverse effect on the Company, its business, financial condition, or
results of operations or that any such acquisition will be successful in
enhancing the Company's business. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Risk of Declines in Inventory Value. The Company's business, like that of
other wholesale distributors, is subject to the risk that the value of its
inventory will be adversely affected by price reductions by suppliers or by
technological changes affecting the usefulness or desirability of the products
comprising the inventory. It is the policy of most suppliers of microcomputer
products to protect distributors such as the Company, who purchase directly from
such suppliers, from the loss in value of inventory due to technological change
or the supplier's price reductions. Under the terms of many distribution
agreements, suppliers will credit the distributor for inventory losses resulting
from the supplier's price reductions if the distributor complies with certain
conditions. In addition, under many such agreements, the distributor has the
right to return for credit or exchange for other products a portion of the
inventory items purchased, within a designated period of time. A supplier who
elects to terminate a distribution agreement generally will repurchase from the
distributor the supplier's products carried in the distributor's inventory. The
industry practices discussed above are sometimes not embodied in written
agreements and do not protect the Company in all cases from declines in
inventory value. See "Business -- Products and Suppliers." No assurance can be
given that such practices will continue, that unforeseen new product
developments will not materially adversely affect the Company, or that the

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<PAGE> 15

Company will be able to successfully manage its existing and future inventories.
The Company's risk of declines in inventory value could be greater outside the
United States where agreements with suppliers are more restrictive with regard
to price protection and the Company's ability to return unsold inventory.
Significant declines in inventory value could materially adversely affect the
Company's business, financial condition, or results of operations.

The Company sometimes purchases from suppliers, usually at significant
discounts, quantities of products that are nearing the end of their product life
cycle. In addition, the Company's purchasing staff also seeks opportunities to
purchase quantities of products from suppliers at discounts larger than those
usually available. When the Company negotiates these purchases, it seeks to
secure favorable terms for the return to suppliers of products unwanted by
resellers and end-users. Because some of these purchase agreements contain terms
providing for a 60-day time limit on returns to suppliers, end-user or reseller
delays in returning the product to the Company may make it difficult for the
Company to meet the deadline for returns to suppliers, and the Company could be
left with unwanted product. Additionally, some suppliers may be unwilling or
unable to pay the Company for products returned to them under purchase
agreements, and this trend may accelerate as consolidation in the industry
increases. For products offered by major suppliers, each of these events, were
they to occur, could materially adversely impact the Company's business,
financial condition, or results of operations.

Dependence on Independent Shipping Companies. The Company relies almost
entirely on arrangements with independent shipping companies for the delivery of
its products. Products are shipped from suppliers to the Company through Skyway
Freight Systems, Yellow Freight Systems, APL Land Transport Services, and ABF
Freight Systems. Currently, Federal Express Corporation ("FedEx"), United Parcel
Service ("UPS"), Western Package Service, General Parcel Services, Roadway
Parcel Services, and Purolator Courier deliver the substantial majority of the
Company's products to its reseller customers in the U.S. and Canada. In other
countries, the Company typically relies on one or two shipping companies
prominent in local markets. The termination of the Company's arrangements with
one or more of these independent shipping companies, or the failure or inability
of one or more of these independent shipping companies to deliver products from
suppliers to the Company or products from the Company to its reseller customers
or their end-user customers could have a material adverse effect on the
Company's business, financial condition, or results of operations. For instance,
an employee work stoppage or slow-down at one or more of these independent
shipping companies could materially impair that shipping company's ability to
perform the services required by the Company. There can be no assurance that the
services of any of these independent shipping companies will continue to be
available to the Company on terms as favorable as those currently available or
that these companies will choose or be able to perform their required shipping
services for the Company.

Rapid Technological Change; Alternate Means of Software Distribution. The
microcomputer industry is subject to rapid technological change, new and
enhanced product specification requirements, and evolving industry standards.
These changes may cause inventory in stock to decline substantially in value or
to become obsolete. In addition, suppliers may give the Company limited or no
access to new products being introduced. Although the Company believes that it
has adequate price protection and other arrangements with its suppliers to avoid
bearing the costs associated with these changes, no assurance can be made that
future technological or other changes will not have a material adverse effect on
the business, financial condition, or results of operations of the Company. See
"Business -- Products and Suppliers." Outside North America, the supplier
contracts can be more restrictive and place more risks on the Company.

Net sales of software products have decreased as a percentage of total net
sales in recent years due to a number of factors, including bundling of software
with microcomputers; sales growth in Ingram Alliance, which is a hardware-only
business; decline in software prices; and the emergence of alternative means of
software distribution, such as site licenses and electronic distribution. The
Company expects this trend to continue. See "Business -- Products and Suppliers"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."

Relationship with Ingram Industries, Ingram Entertainment, and the Ingram
Stockholders. The Company has historically depended on Ingram Industries and
other subsidiaries of Ingram Industries for financing,

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<PAGE> 16

cash management, tax and payroll administration, property/casualty insurance,
employee benefits administration, and certain other administrative services. In
conjunction with the Split-Off, the Company, Ingram Industries, and Ingram
Entertainment will enter into agreements for the continued provision after the
Split-Off of certain services formerly shared among such entities (collectively,
the "Transitional Service Agreements"), as well as a tax sharing agreement. See
"The Split-Off -- The Reorganization." The Company believes that the terms of
the Transitional Service Agreements are on a basis at least as favorable to the
Company as those that would have been obtained from third parties on an arm's
length basis. The Company's historical financial statements reflect an
allocation of expenses in connection with the services covered by the
Transitional Service Agreements. Although the Company expects the costs and fees
it will pay in connection with the Transitional Service Agreements to be higher
than its historical allocated costs, it does not believe the increase in costs
will be material to its results of operations. In addition, the Transitional
Service Agreements terminate on December 31, 1996, although payroll services
under the Transitional Service Agreements will be provided through December 31,
1997. After such termination, the Company will be required to provide such
services internally or find a third-party provider of such services. There can
be no assurance that the Company will be able to secure the provision of such
services on acceptable terms. Either the additional costs and fees associated
with the Transitional Service Agreements or the failure to obtain acceptable
provision of services upon termination of the Transitional Service Agreements
could have a material adverse effect on the Company's business, financial
condition, or results of operations.

Furthermore, the Company has incurred, and anticipates incurring in the
future, higher payroll costs associated with the hiring of certain additional
personnel and the addition of certain officers, previously paid by Ingram
Industries, to the Company's payroll. Additionally, under the Amended Credit
Facility, until such time as the Company has received at least $250 million in
qualifying new equity, including proceeds from this offering, the Company will
be required to make payments to Ingram Industries and Ingram Entertainment in
return for their guarantee of the Company's obligations under the Amended Credit
Facility. In addition, the Company will be obligated to reimburse Ingram
Industries and Ingram Entertainment for their increased borrowing costs, if any,
associated with the existence of such guarantees. There can be no assurance that
the Company's results of operations will not be materially adversely affected by
such additional costs. See "-- Capital Intensive Nature of Business; High Degree
of Leverage," "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Certain
Transactions," and "The Split-Off -- The Reorganization."

In connection with the Split-Off, the Company made a $20 million
distribution payable to Ingram Industries in the second quarter of 1996.
Additionally, the Company may declare a dividend, in an amount to be determined
prior to the Split-Off, to Ingram Industries and other holders of Class B Common
Stock. The Company does not expect the dividend to be material in relation to
the Company's stockholders' equity.

Control by Ingram Stockholders. Immediately after the Exchange and the
closing of this offering, 69.0% of the outstanding Common Equity (and 80.0% of
the outstanding voting power) will be held by the Ingram Stockholders (67.5% and
79.8%, respectively, if the U.S. Underwriters' over-allotment option is
exercised in full). The Ingram Stockholders are expected to enter into a Board
Representation Agreement (as defined herein) with the Company, which provides
that certain types of corporate transactions, including transactions involving
the potential sale or merger of the Company; the issuance of additional equity,
warrants, or options; or the incurrence of significant indebtedness, may not be
approved without the written consent of at least a majority of the voting power
held by the Ingram Stockholders acting in their sole discretion. See "The Split-
Off," "Principal Stockholders," and "Description of Capital Stock."

Voting control by the Ingram Stockholders may discourage certain types of
transactions involving an actual or potential change of control of the Company,
including transactions in which the holders of the Company's Common Stock might
receive a premium for their shares over the prevailing market price of the
Common Stock.

Shares Eligible for Future Sale. Upon completion of this offering, the
Company will have outstanding 20,000,000 shares of Common Stock (23,000,000
shares if the U.S. Underwriters' over-allotment option is exercised in full) and
110,882,000 shares of Class B Common Stock, and an additional 15,900,000 shares
of Class B Common Stock will be reserved for issuance upon exercise of stock
options held or to be held by

14
<PAGE> 17

employees of the Company, Ingram Industries, and Ingram Entertainment. See
"Management." The 20,000,000 shares of Common Stock to be sold by the Company in
this offering will be freely tradeable without restriction. The Company, its
directors, certain of its executive officers, and certain stockholders of the
Company have agreed, subject to certain exceptions, not to offer, sell, contract
to sell or otherwise dispose of any Common Equity for a period of 180 days after
the date of this Prospectus without the prior written consent of Morgan Stanley
& Co. Incorporated. Despite these limitations, the sale of a significant number
of these shares could have an adverse impact on the price of the Common Stock or
on any trading market that may develop. See "Shares Eligible for Future Sale."

Absence of Public Market; Possible Volatility of Stock Price. Prior to this
offering, there has been no public market for the Common Stock or the Class B
Common Stock. There can be no assurance that an active trading market for the
Common Stock will develop, or, if one does develop, that it will be sustained
following this offering or that the market price of the Common Stock will not
decline below the initial public offering price. The initial public offering
price will be determined by negotiations between the Company and the
Representatives of the Underwriters. See "Underwriters -- Pricing of Offering."
The market price of the Common Stock could be subject to wide fluctuations in
response to quarterly variations in the Company's results of operations, changes
in earnings estimates by research analysts, conditions in the personal computer
industry, or general market or economic conditions, among other factors. In
addition, in recent years the stock market has experienced extreme price and
volume fluctuations. These fluctuations have had a substantial effect on the
market prices of many technology companies, often unrelated to the operating
performance of the specific companies. Such market fluctuations could materially
adversely affect the market price for the Common Stock.

Dilution. The initial public offering price of the shares of Common Stock
offered hereby will be substantially higher than the net tangible book value per
share of the Common Equity. Therefore, purchasers of the Common Stock offered
hereby will experience an immediate and substantial dilution in net tangible
book value per share. See "Dilution."

USE OF PROCEEDS

The net proceeds to the Company from this offering, after deducting
estimated underwriting discounts and commissions and estimated offering
expenses, are assumed to be approximately $263.1 million ($302.8 million if the
U.S. Underwriters' over-allotment option is exercised in full). At March 30,
1996, the Company had total outstanding debt of $810.3 million, of which $617.9
million was due to Ingram Industries. In connection with the Split-Off, prior to
the closing of this offering, the Company is expected to enter into an Amended
Credit Facility and assume certain debt of Ingram Industries. This indebtedness
will replace intercompany borrowings from Ingram Industries, which intercompany
indebtedness was incurred for general corporate purposes, primarily working
capital needs in connection with the expansion of the Company's business. The
Company intends to use all of the proceeds from this offering to repay certain
revolving indebtedness under the Amended Credit Facility ($375 million pro forma
at March 30, 1996 to give effect to the Split-Off). See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and Note 6 of Notes to Consolidated Financial Statements.

DIVIDEND POLICY

The Company has never declared or paid any dividends on the Common Equity
other than the distribution made to Ingram Industries in connection with the
Split-Off. See "Risk Factors--Relationship with Ingram Industries, Ingram
Entertainment, and the Ingram Stockholders." The Company currently intends to
retain its future earnings to finance the growth and development of its business
and therefore does not anticipate declaring or paying cash dividends on the
Common Equity for the foreseeable future other than a dividend that may be paid
to Ingram Industries and the other holders of Class B Common Stock in connection
with the closing of the Split-Off. Any future determination to declare or pay
dividends will be at the discretion of the Board of Directors and will be
dependent upon the Company's financial condition, results of operations, capital
requirements, and such other factors as the Board of Directors deems relevant.
In addition, the Amended Credit Facility and the Company's other debt facilities
will contain restrictions on the declaration and payment of dividends.

15
<PAGE> 18

CAPITALIZATION

The following table sets forth, as of March 30, 1996, (i) the actual
short-term debt and capitalization of the Company, (ii) such short-term debt and
capitalization as adjusted to give effect to the Split-Off (as if the Company
had been organized as of such date), and (iii) such as adjusted short-term debt
and capitalization as further adjusted to reflect the sale of the shares of
Common Stock offered by the Company hereby at an assumed initial public offering
price of $14.00 per share (after deducting estimated underwriting discounts and
commissions and estimated offering expenses) and the application of the
estimated net proceeds therefrom. See "Use of Proceeds."

<TABLE>
<CAPTION>
MARCH 30, 1996
-----------------------------------------
AS AS FURTHER
ACTUAL ADJUSTED(1) ADJUSTED(1)(2)
---------- ----------- --------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Short-term debt:
Current maturities of long-term debt........................... $ 14,234 $ 14,234 $ 14,234
========== ======== ========
Long-term debt:
Long-term debt................................................. $ 178,216 $ 637,053 $373,953
Due to Ingram Industries....................................... 617,862 0 0
---------- -------- --------
Total long-term debt........................................ 796,078 637,053 373,953
Redeemable Class B Common Stock.................................. 0 19,425 19,425
---------- -------- --------
Stockholders' equity(3):
Class A Common Stock, $0.01 par value; 265,000,000 shares
authorized; 0, 0, and 20,000,000 shares issued and
outstanding, respectively................................... 0 0 200
Class B Common Stock, $0.01 par value; 135,000,000 shares
authorized; 0, 110,882,000, and 110,882,000 shares issued
and outstanding, respectively (including 2,775,000
redeemable shares).......................................... 0 1,081 1,081
Common Stock, $0.20 par value; 60,000,000 shares authorized;
10,000,000, 0, and 0 shares issued and outstanding,
respectively................................................ 2,000 0 0
Additional paid in capital..................................... 21,500 22,768 285,668
Retained earnings.............................................. 305,951 285,951 277,051
Cumulative translation adjustment.............................. 4,089 4,089 4,089
Unearned compensation.......................................... 0 (749) (749)
---------- -------- --------
Total stockholders' equity.................................. 333,540 313,140 567,340
---------- -------- --------
Total capitalization........................................ $1,129,618 $ 969,618 $960,718
========== ======== ========
</TABLE>

- ---------------

(1) As adjusted to reflect (i) changes in Common Stock and Class B Common Stock
as a result of the Delaware reincorporation of the Company (the conversion
of Common Stock into Class B Common Stock, the increase in the number of
shares outstanding from 10,000,000 to 108,000,000, and the decrease in par
value from $.20 per share to $.01 per share); (ii) a $20 million
distribution payable to Ingram Industries in the second quarter of 1996 in
connection with the Split-Off (resulting in a $20 million increase in
amounts due to Ingram Industries and a $20 million decrease in
stockholders' equity); (iii) the issuance of 2,775,000 redeemable shares of
Class B Common Stock in the Employee Offering and the grant of 107,000
restricted shares of Class B Common Stock (unearned compensation)
concurrently therewith; (iv) the repayment of $19 million in long-term debt
with the net proceeds from the Employee Offering; and (v) after
consideration of (ii), (iii), and (iv), the assumption by the Company of
certain debt facilities and the accounts receivable program of Ingram
Industries in satisfaction of amounts due to Ingram Industries (resulting
in an increase of $459 million in long-term debt, a decrease of $619
million in amounts due to Ingram Industries, and a $160 million decrease in
trade accounts receivable, not reflected in this table), as if such
transactions had occurred on March 30, 1996.

(2) As further adjusted to give effect to the issuance of the Common Stock
offered by the Company in this offering at an assumed initial public
offering price of $14.00 per share (after deducting estimated underwriting
discounts and commissions and estimated offering expenses in connection with
this offering) and the repayment of certain revolving indebtedness
outstanding under the Amended Credit Facility ($375 million pro forma at
March 30, 1996 to give effect to the Split-Off) with the net proceeds
therefrom, and the additional $8.9 million non-cash charge related to
certain Rollover Stock Options. See "Use of Proceeds."

(3) Excludes currently outstanding options issued under the Company's 1996 Plan
and Rollover Plan (each as defined herein), to purchase an aggregate of
15,900,000 shares of Class B Common Stock at a weighted average exercise
price of $3.42 per share. See "Management -- 1996 Plan" and
"Management -- Rollover Plan; Incentive Stock Units."

16
<PAGE> 19

DILUTION

The pro forma net tangible book value of the Common Equity of the Company
as of March 30, 1996 was $302.5 million or $2.73 per share of Common Equity (as
adjusted to give effect to the Employee Offering, the grant of 107,000
restricted shares of Class B Common Stock, and the Split-Off). Net tangible book
value represents the amount of total tangible assets less total liabilities.

Dilution per share to new investors represents the difference between the
amount per share paid by purchasers of Common Stock in the offering made hereby
and the pro forma net tangible book value per share of Common Equity immediately
after the closing of this offering. After giving effect to the sale of
20,000,000 shares of Common Stock offered hereby by the Company at an assumed
initial public offering price of $14.00 per share and after deducting estimated
underwriting discounts and commissions and estimated offering expenses and the
application of the estimated net proceeds therefrom, the pro forma net tangible
book value of the Company as of March 30, 1996 would have been $556.7 million or
$4.25 per share of Common Equity. This represents an immediate increase in net
tangible book value of $1.52 per share of Common Equity to existing stockholders
and an immediate dilution of $9.75 per share of Common Equity to purchasers of
Common Stock in this offering. The following table illustrates the per share
dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............................. $14.00
Net tangible book value per share of Common
Equity as of March 30, 1996, as adjusted............................... $2.73
Increase attributable to new investors.................................... 1.52
Net tangible book value per share of Common Equity after this offering...... ----- 4.25
-----
Dilution per share of Common Equity to new investors........................ $ 9.75
=====
</TABLE>

The following table summarizes, on a pro forma basis to give effect to the
Employee Offering, the grant of 107,000 restricted shares of Class B Common
Stock, and the Split-Off, as of March 30, 1996, the difference (before deducting
estimated underwriting discounts and commissions and estimated offering
expenses) between existing stockholders and the purchasers of shares of Common
Stock in this offering (at an assumed initial public offering price of $14.00
per share) with respect to: (i) the number of shares of Common Equity purchased
from the Company; (ii) the effective cash consideration paid; and (iii) the
average price paid per share of Common Equity.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
---------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ------ ------------ ------ ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)........... 110,882,000 84.7% $ 85,586,000 23.4% $ 0.77
New investors...................... 20,000,000 15.3 280,000,000 76.6 14.00
----------- ------ ------------ ------
Total............................ 130,882,000 100.0% $365,586,000 100.0%
=========== ====== ============ ======
</TABLE>

- ---------------

(1) Excludes currently outstanding options issued under the Company's 1996 Plan
and Rollover Plan, to purchase an aggregate of 15,900,000 shares of Class B
Common Stock at a weighted average exercise price of $3.42 per share. To the
extent any of these options are exercised, there will be further dilution to
new investors. See "Management -- 1996 Plan" and "-- Rollover Plan;
Incentive Stock Units."

17
<PAGE> 20

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data of the
Company. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical consolidated financial statements and notes
thereto included elsewhere in this Prospectus. The consolidated statement of
income data set forth below for each of the three years in the period ended
December 30, 1995 and the consolidated balance sheet data at December 31, 1994
and December 30, 1995 are derived from, and are qualified by reference to, the
audited consolidated financial statements included elsewhere in this Prospectus,
and should be read in conjunction with those financial statements and the notes
thereto. The consolidated balance sheet data as of January 1, 1994 are derived
from the audited consolidated balance sheet of the Company as of January 1,
1994, which is not included in this Prospectus. The consolidated statement of
income data for each of the two years in the period ended January 2, 1993 and
the consolidated balance sheet data as of December 28, 1991 and January 2, 1993
are derived from unaudited consolidated financial statements not included in
this Prospectus. The consolidated financial data as of and for the quarter ended
April 1, 1995, and as of and for the quarter ended March 30, 1996, have been
derived from unaudited consolidated financial statements of the Company which
are included in this Prospectus and which, in the opinion of the Company,
reflect all adjustments, consisting only of adjustments of a normal and
recurring nature, necessary for a fair presentation. Results for the quarter
ended March 30, 1996 are not necessarily indicative of results for the full
year. The historical consolidated financial data may not be indicative of the
Company's future performance and do not necessarily reflect what the financial
position and results of operations of the Company would have been had the
Company operated as a separate, stand-alone entity during the periods covered.
See "Consolidated Financial Statements."

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
FISCAL YEAR -----------------------
-------------------------------------------------------------- APRIL 1, MARCH 30,
1991 1992 1993 1994 1995 1995 1996
INCOME STATEMENT DATA: ---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales.............................. $2,016,586 $2,731,272 $4,044,169 $5,830,199 $8,616,867 $1,879,530 $2,752,735
Cost of sales.......................... 1,831,140 2,503,702 3,714,527 5,391,224 8,011,181 1,747,135 2,566,170
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross profit........................... 185,446 227,570 329,642 438,975 605,686 132,395 186,565
Expenses:
Selling, general and
administrative..................... 116,793 157,306 225,047 296,330 415,344 93,103 123,304
Charges allocated from Ingram
Industries......................... 1,030 1,330 1,567 2,355 3,461 825 1,583
Non-cash compensation charge......... 0 0 0 0 0 0 6,745(2)
---------- ---------- ---------- ---------- ---------- ---------- ----------
117,823 158,636 226,614 298,685 418,805 93,928 131,632(2)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from operations................. 67,623 68,934 103,028 140,290 186,881 38,467 54,933(2)
Other (income) expense:
Interest income...................... (256) (103 ) (407) (937) (3,479) (1,223) (340)
Interest expense..................... 3,233 5,556 5,003 8,744 13,451 2,866 3,926
Interest expense charged by Ingram
Industries......................... 11,859 12,405 16,089 24,189 32,606 8,087 10,635
Net foreign currency exchange loss... 0 0 111 6,873 7,751 3,717 226
Other................................ 324 2,574 (623) 716 1,936 769 876
---------- ---------- ---------- ---------- ---------- ---------- ----------
15,160 20,432 20,173 39,585 52,265 14,216 15,323
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes and minority
interest............................. 52,463 48,502 82,855 100,705 134,616 24,251 39,610(2)
Provision for income taxes............. 22,286 17,529 31,660 39,604 53,143 9,572 15,853
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before minority interest........ 30,177 30,973 51,195 61,101 81,473 14,679 23,757(2)
Minority interest...................... 0 0 840 (2,243) (2,834) (2,434) (72)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income(1).......................... $ 30,177 $ 30,973 $ 50,355 $ 63,344 $ 84,307 $ 17,113 $ 23,829(2)
========== ========== ========== ========== ========== ========== ==========
Pro forma earnings per share........... $ 0.28 $ 0.29 $ 0.46 $ 0.55 $ 0.70 $ 0.14 $ 0.20
========== ========== ========== ========== ========== ========== ==========
Pro forma weighted average common
shares outstanding................... 106,989 107,746 109,354 115,321 120,065 119,839 120,586
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31, DECEMBER 30, MARCH 30,
1991 1993 1994 1994 1995 1996
BALANCE SHEET DATA: ------------ ---------- ---------- ------------ ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Cash.......................................... $ 15,510 $ 25,276 $ 44,391 $ 58,369 $ 56,916 $ 37,575
Working capital............................... 288,462 334,913 471,616 663,049 1,019,639 986,664
Total assets.................................. 670,649 915,590 1,296,363 1,974,289 2,940,898 2,819,030
Total debt(3)................................. 244,785 295,389 398,929 552,283 850,548 810,312
Stockholder's equity.......................... 78,972 109,418 155,459 221,344 310,795 333,540
</TABLE>

- ---------------

(1) The 1992 results reflect the adoption of FAS 109.

(2) Reflects a non-cash compensation charge of $6.7 million ($4.1 million, or
$0.03 per share, net of tax) in connection with the granting of Rollover
Stock Options. See Note 11 of Notes to Consolidated Financial Statements.

(3) Includes long-term debt, current maturities of long-term debt, and amounts
due to Ingram Industries.

18
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company's net sales have grown to $8.6 billion in 1995 from $2.0
billion in 1991. This sales growth reflects substantial expansion of its
existing domestic and international operations, resulting from the addition of
new customers, increased sales to the existing customer base, the addition of
new product categories and suppliers, and the establishment of Ingram Alliance,
as well as the successful integration of ten acquisitions worldwide. Net income
has grown to $84.3 million in 1995 from $30.2 million in 1991.

The microcomputer wholesale distribution industry in which the Company
operates is characterized by narrow gross and operating margins, which have
declined industry-wide in recent years, primarily due to intense price
competition. The Company's gross margins declined to 7.0% in 1995 from 9.2% in
1991. To partially offset the decline in gross margins, the Company has
continually instituted operational and expense controls which have reduced
selling, general, and administrative ("SG&A") expenses (including charges
allocated from Ingram Industries) as a percentage of net sales to 4.8% in 1995
from 5.8% in 1991. As a result, the Company's operating margins and net margins
have declined less than gross margins. Operating margins declined to 2.2% in
1995 from 3.4% in 1991, and net margins declined to 1.0% in 1995 from 1.5% in
1991. There can be no assurance that the Company will be able to continue to
reduce operating expenses as a percentage of net sales to mitigate further
reductions in gross margins. See "Risk Factors -- Narrow Margins."

Ingram Micro entered the master reseller (also known as "aggregation")
business in late 1994 through the launch of Ingram Alliance. Ingram Alliance is
designed to offer resellers access to certain of the industry's leading hardware
manufacturers at competitive prices by utilizing a lower cost business model
that depends upon a higher average order size, lower product returns percentage,
and supplier-paid financing. In 1995, Ingram Alliance contributed over $700
million of net sales to the Company. Since its inception in late 1994, Ingram
Alliance has operated with lower gross margins, lower SG&A expenses as a
percentage of net sales, and lower financing costs than the Company's
traditional wholesale distribution business. Accordingly, if Ingram Alliance's
sales continue to grow as a percentage of the Company's total net sales, the
Company expects such increase to cause its overall gross margins to decline.

The Company sells microcomputer hardware, networking equipment, and
software products. Sales of hardware products (including networking equipment)
represent a majority of total net sales and have historically generated a higher
operating margin than sales of software products. Hardware and networking
equipment have comprised an increasing percentage, and software products a
decreasing percentage, of the Company's net sales in recent years, and the
Company expects this trend to continue.

Historically, the Company's sources of capital have primarily been
borrowings from Ingram Industries through debt facilities maintained by Ingram
Industries and guaranteed by the Company. In connection with the Split-Off,
substantially all of the debt facilities guaranteed by the Company will be
assumed by the Company in satisfaction of amounts due to Ingram Industries. The
Company has historically depended on Ingram Industries and other subsidiaries of
Ingram Industries for financing, management, tax and payroll administration,
property/casualty insurance, employee benefits administration, and certain other
administrative services. In conjunction with the Split-Off, the Company, Ingram
Industries, and Ingram Entertainment will enter into the Transitional Service
Agreements, as well as a tax sharing agreement. See "The Split-Off -- The
Reorganization." The Company believes that the terms of the Transitional Service
Agreements will be on a basis at least as favorable to the Company as those that
would have been obtained from third parties on an arm's length basis. The
Company's historical financial statements reflect an allocation of expenses in
connection with the services covered by the Transitional Service Agreements.
Although the Company expects the costs and fees to be paid by it in connection
with the Transitional Service Agreements to be higher than its historical
allocated costs, it does not believe the increase in costs will be material to
its results of operations. On a long-term basis, the Company will be required to
hire personnel to perform such services or contract with one or more independent
third parties to provide such services. See "Risk Factors -- Relationship with
Ingram Industries, Ingram Entertainment, and the Ingram Stockholders."

19
<PAGE> 22

The microcomputer wholesale distribution business is capital intensive, and
the Company will need additional capital to finance its product inventory and
accounts receivable as it expands its business. The Company's interest expense
for any current or future indebtedness will be subject to fluctuations in
interest rates and may cause fluctuations in the Company's net income. In
connection with the Split-Off, the Company will assume Ingram Industries'
accounts receivable securitization program, and financing costs associated with
this program will be classified as other expense. Prior to the Split-Off, such
expenses were reflected as interest expense charged by Ingram Industries. While
this structure will not increase the Company's cost of financing, this change in
the classification of financing costs will result in an increase in the
Company's other expenses and a corresponding decrease in its interest expense.

In connection with the Split-Off, certain outstanding Ingram Industries
options, incentive stock units ("ISUs"), and stock appreciation rights ("SARs")
held by certain employees of Ingram Industries, Ingram Entertainment, and Ingram
Micro will be converted to options to purchase up to an aggregate of
approximately 11,000,000 shares of Class B Common Stock ("Rollover Stock
Options"). See "Management -- Rollover Plan; Incentive Stock Units." The Company
has recorded a pre-tax non-cash compensation charge of approximately $6.7
million ($4.1 million net of tax) in the first quarter of 1996 related to the
vested portion of certain of the Rollover Stock Options as the terms and grants
of the Rollover Stock Options were established at that time. This charge was
based on the difference between the estimated fair value of such options in the
first quarter of 1996 and the exercise price of such options or SARs. In
addition, at the time of this offering, the Company will be required by
applicable accounting rules to record a non-cash compensation charge with
respect to the vested portion of approximately 1,300,000 formula plan Rollover
Stock Options included in the 11,000,000 shares. This non-cash charge is
expected to be approximately $8.9 million based on the difference between the
average exercise price of $2.50 per share and $14.00 per share, the assumed
initial public offering price of the Common Stock. The Company will be required
by applicable accounting rules to record additional non-cash compensation
charges over the remaining vesting periods of the Rollover Stock Options. The
Company expects these additional charges to be $4.2 million ($3.0 million net of
tax) in the aggregate for the second, third, and fourth quarters of 1996, $6.6
million ($5.2 million net of tax) for 1997 and $4.4 million ($3.3 million net of
tax) for 1998.

RESULTS OF OPERATIONS

The following table sets forth the Company's net sales by geographic region
(excluding intercompany sales), and the percentage of total net sales
represented thereby, for each of the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR THIRTEEN WEEKS ENDED
--------------------------------------------------------- ------------------------------------
1993 1994 1995 APRIL 1, 1995 MARCH 30, 1996
--------------- --------------- --------------- --------------- ---------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES BY
GEOGRAPHIC REGION(1):
United States.......... $ 3,118 77.1% $ 4,122 70.7% $ 5,970 69.3% $ 1,255 66.8% $ 1,834 66.6%
Europe................. 485 12.0 1,078 18.5 1,849 21.4 437 23.2 633 23.0
Other
international........ 441 10.9 630 10.8 798 9.3 188 10.0 286 10.4
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Total.................. $ 4,044 100.0% $ 5,830 100.0% $ 8,617 100.0% $ 1,880 100.0% $ 2,753 100.0%
======= ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

- ---------------

(1) Net sales are classified by location of the Company entity. For example,
products sold through Ingram Alliance or the U.S. Export Division are
classified as United States sales.

20
<PAGE> 23

The following table sets forth certain items from the Company's
Consolidated Statement of Income as a percentage of net sales, for each of the
periods indicated.

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
----------------------------------------------------
THIRTEEN WEEKS ENDED
FISCAL YEAR ----------------------
------------------------- APRIL 1, MARCH 30,
1993 1994 1995 1995 1996
----- ----- ----- -------- ---------
<S> <C> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 91.9 92.5 93.0 93.0 93.2
------ ------ ------ ------ ------
Gross profit.................................. 8.1 7.5 7.0 7.0 6.8
Expenses:
SG&A expenses and charges allocated from
Ingram Industries........................ 5.6 5.1 4.8 5.0 4.5
Non-cash compensation charge................ 0.0 0.0 0.0 0.0 0.3
------ ------ ------ ------ ------
Income from operations........................ 2.5 2.4 2.2 2.0 2.0
Other expense, net............................ 0.5 0.7 0.6 0.7 0.6
------ ------ ------ ------ ------
Income before income taxes and minority
interest.................................... 2.0 1.7 1.6 1.3 1.4
Provision for income taxes.................... 0.8 0.6 0.6 0.5 0.6
Minority interest............................. 0.0 0.0 0.0 (0.1) 0.0
------ ------ ------ ------ ------
Net income.................................... 1.2% 1.1% 1.0% 0.9% 0.8%
====== ====== ====== ====== ======
</TABLE>

FIRST QUARTER 1996 COMPARED TO FIRST QUARTER 1995

Consolidated net sales increased 46.5% to $2.8 billion in the first quarter
of 1996 from $1.9 billion in the first quarter of 1995. The increase in
worldwide net sales was attributable to growth in the microcomputer products
industry in general, the addition of new customers, increased sales to the
existing customer base, and expansion of the Company's product offerings.

Net sales from U.S. operations increased 46.2% to $1.8 billion in the first
quarter of 1996 from $1.3 billion in the first quarter of 1995. In addition to
the factors above that impacted net sales worldwide, U.S. net sales were
positively impacted by the strong growth in Ingram Alliance sales. Net sales
from European operations increased 44.8% to $632.8 million in the first quarter
of 1996 from $437.1 million in the first quarter of 1995. Other international
net sales increased 52.1% to $285.7 million in the first quarter of 1996 from
$187.9 million in the first quarter of 1995, principally due to the growth in
net sales from the Company's Canadian operations. In the first quarter of 1996,
net sales from U.S. operations accounted for 66.6% of consolidated net sales,
net sales from European operations accounted for 23.0% of consolidated net
sales, and other international net sales accounted for 10.4% of consolidated net
sales. In the first quarter of 1995, net sales from U.S. operations accounted
for 66.8% of consolidated net sales, net sales from European operations
accounted for 23.2% of consolidated net sales, and other international net sales
accounted for 10.0% of consolidated net sales.

Cost of sales as a percentage of net sales increased to 93.2% in the first
quarter of 1996 from 93.0% in the first quarter of 1995. This increase was
largely attributable to competitive pricing pressures, especially in Europe, and
the increase as a percentage of net sales of the lower gross margin Ingram
Alliance business. An increase in worldwide purchase discounts from the
Company's suppliers in the first quarter of 1996 partially offset the increase
in cost of sales.

Total SG&A expenses and charges allocated from Ingram Industries increased
33.0% to $124.9 million in the first quarter of 1996 from $93.9 million in the
first quarter of 1995, but decreased as a percentage of net sales to 4.5% in the
first quarter of 1996 from 5.0% in the first quarter of 1995. The increased
level of spending was attributable to expenses required to support expansion of
the Company's business, consisting primarily of incremental personnel and
support costs, lease payments relating to new operating facilities, and expenses
associated with the development and maintenance of information systems. The
decrease in operating expenses as a percentage of net sales was primarily
attributable to the growth of Ingram Alliance, which utilizes a lower cost
business model, and economies of scale from higher sales volumes.

21
<PAGE> 24

During the first quarter of 1996, the Company recorded a non-cash
compensation charge of $6.7 million or 0.3% of net sales in connection with the
Rollover Stock Options. The Company did not record any such charge during the
first quarter of 1995.

Excluding the $6.7 million non-cash compensation charge in the first
quarter of 1996, total income from operations increased as a percentage of net
sales to 2.3% in the first quarter of 1996 from 2.0% in the first quarter of
1995. Income from operations in the U.S. and Europe decreased as a percentage of
net sales in the first quarter of 1996 compared to the first quarter of 1995,
including a decrease to 2.6% from 2.7% in the U.S., and a decrease to 1.1% from
1.3% in Europe. These decreases were offset by an increase in income from
operations as a percentage of net sales for geographic regions outside the U.S.
and Europe to 2.5% in the first quarter of 1996 from a loss of 0.4% in the first
quarter of 1995. The first quarter of 1995 included the negative impact of an
inventory valuation loss related to the decline in value of the Mexican peso and
the associated impact on the Mexican economy.

Income from operations, including the $6.7 million non-cash compensation
charge, remained constant as a percentage of net sales at 2.0%.

Other expense, net, which consists primarily of net interest expense
(including interest charged by Ingram Industries) and foreign currency exchange
losses, increased 7.8% to $15.3 million in the first quarter of 1996 from $14.2
million in the first quarter of 1995, but declined as a percentage of net sales
to 0.6% in the first quarter of 1996 from 0.7% in the first quarter of 1995. The
increase in other expense was largely attributable to a higher level of
borrowings to finance the Company's worldwide business expansion, partially
offset by a year-over-year decrease in the amount of foreign currency losses
which were primarily related to the Mexican peso devaluation.

The provision for income taxes increased 65.6% to $15.9 million in the
first quarter of 1996 from $9.6 million in the first quarter of 1995, reflecting
the 63.3% increase in the Company's income before income taxes and minority
interest. The Company's effective tax rate was 40.0% in the first quarter of
1996 compared to 39.5% in the first quarter of 1995.

Excluding the $4.1 million (net of tax) non-cash compensation charge, net
income increased 63.3% to $27.9 million in the first quarter of 1996 from $17.1
million in the first quarter of 1995 and, as a percentage of net sales,
increased to 1.0% in the first quarter of 1996 from 0.9% in the first quarter of
1995. Net income, including the $4.1 million (net of tax) non-cash compensation
charge, decreased as a percentage of net sales to 0.8% in the first quarter of
1996 from 0.9% in the first quarter of 1995.

1995 COMPARED TO 1994

Consolidated net sales increased 47.8% to $8.6 billion in 1995 from $5.8
billion in 1994. The increase in worldwide net sales was attributable to growth
in the microcomputer products industry in general, the addition of new
customers, increased sales to the existing customer base, and expansion of the
Company's product offerings, as well as to the release of significant new
products, including the Microsoft Windows 95 operating system in August 1995.

Net sales from U.S. operations increased 44.8% to $6.0 billion in 1995 from
$4.1 billion in 1994. The increase in U.S. net sales was largely attributable to
the growth of Ingram Alliance in 1995, its first full year of operations, as
well as an increase in the Company's customer base and product lines. Net sales
from European operations increased 71.5% to $1.8 billion in 1995 from $1.1
billion in 1994. In addition to factors affecting sales worldwide, European net
sales were positively impacted by the full year contribution in 1995 of the
Company's Scandinavian operations, which were acquired in September 1994. Other
international net sales increased 26.7% to $798.0 million in 1995 from $629.6
million in 1994. The increase in net sales from other international operations
was entirely attributable to an increase in Canadian sales, partially offset by
a decrease in Mexican net sales resulting from the distressed Mexican economy
and the related peso devaluation. In 1995, net sales from U.S. operations
accounted for 69.3% of consolidated net sales, net sales from European
operations accounted for 21.4% of consolidated net sales, and other
international net sales accounted for 9.3% of consolidated net sales. In 1994,
net sales from U.S. operations accounted for 70.7% of consolidated net sales,
net sales from European operations accounted for 18.5% of consolidated net
sales, and other international net sales accounted for 10.8% of consolidated net
sales.

22
<PAGE> 25

Cost of sales as a percentage of net sales increased to 93.0% in 1995 from
92.5% in 1994. This increase was largely attributable to competitive pricing
pressures worldwide and the growth of Ingram Alliance, which is characterized by
lower gross margins than the Company's traditional wholesale distribution
business. The worldwide increase in cost of sales was partially offset by
effective operational controls and an increase in worldwide purchase discounts
and rebates from the Company's suppliers.

Total SG&A expenses and charges allocated from Ingram Industries increased
40.2% to $418.8 million in 1995 from $298.7 million in 1994, but decreased as a
percentage of net sales to 4.8% in 1995 from 5.1% in 1994. The increased level
of spending was attributable to expenses required to support expansion of the
Company's business, consisting primarily of incremental personnel and support
costs, lease payments relating to new facilities, and expenses associated with
the development and maintenance of information systems. The decreased level of
spending as a percentage of net sales was primarily attributable to economies of
scale resulting from higher sales volumes, increased operating efficiencies, and
the growth of Ingram Alliance, which is characterized by lower SG&A expenses as
a percentage of net sales than the Company's traditional wholesale distribution
business.

For the reasons set forth above, income from operations increased 33.2% to
$186.9 million in 1995 from $140.3 million in 1994, but decreased as a
percentage of net sales to 2.2% in 1995 from 2.4% in 1994. Income from U.S.
operations decreased as a percentage of net sales to 2.6% in 1995 from 3.0% in
1994. This decrease was partially offset by an increase in income from European
operations as a percentage of net sales to 1.1% in 1995 from 0.7% in 1994.

Other expense, net increased 32.0% to $52.3 million in 1995 from $39.6
million in 1994, but decreased as a percentage of net sales to 0.6% in 1995 from
0.7% in 1994. The increase in other expense was largely attributable to a higher
level of borrowings to finance the Company's worldwide business expansion. The
Company was also negatively impacted by the continued effect of the distressed
Mexican economy and the related peso devaluation. Primarily due to events in
Mexico, the Company sustained a net foreign currency exchange loss of $7.8
million in 1995 as compared to a $6.9 million loss in 1994.

The provision for income taxes increased 34.2% to $53.1 million in 1995
from $39.6 million in 1994, reflecting the 33.7% increase in the Company's
income before income taxes and minority interest. The Company's effective tax
rate was 39.5% in 1995 as compared to 39.3% in 1994.

Net income increased 33.1% to $84.3 million in 1995 from $63.3 million in
1994, but decreased as a percentage of net sales to 1.0% in 1995 from 1.1% in
1994.

1994 COMPARED TO 1993

Consolidated net sales increased 44.2% to $5.8 billion in 1994 from $4.0
billion in 1993. The increase in worldwide net sales was attributable to growth
in the microcomputer products industry in general, the acquisition of four
international distributors, the addition of new customers, increased sales to
the existing customer base, and expansion of the Company's product offerings.

Net sales from U.S. operations increased 32.2% to $4.1 billion in 1994 from
$3.1 billion in 1993. The increase in U.S. net sales was primarily attributable
to the same factors favorably impacting worldwide consolidated net sales. Net
sales from European operations increased 122.3% to $1.1 billion in 1994 from
$485.1 million in 1993. The increase in European net sales was due to improved
operating performance by several of the European subsidiaries (including the
addition of some of the Company's suppliers to the German operation), as well as
the Company's entry through acquisitions into the Spanish market in April 1994
and the Scandinavian market in September 1994. Net sales from other
international operations increased 42.9% to $629.6 million in 1994 from $440.7
million in 1993. The increase in net sales from other international operations
was largely attributable to the continued development of the Company's
operations in Canada and Mexico. In 1994, net sales from U.S. operations
accounted for 70.7% of consolidated net sales, net sales from European
operations accounted for 18.5% of consolidated net sales, and net sales from
other international operations accounted for 10.8% of consolidated net sales. In
1993, net sales from U.S. operations accounted for 77.1% of consolidated net
sales, net sales from European operations accounted for 12.0% of consolidated
net sales, and other international net sales accounted for 10.9% of consolidated
net sales.

23
<PAGE> 26

Cost of sales as a percentage of net sales increased to 92.5% in 1994 from
91.9% in 1993. This increase was primarily attributable to competitive pricing
pressures worldwide.

Total SG&A expenses and charges allocated from Ingram Industries increased
31.8% to $298.7 million in 1994 from $226.6 million in 1993 but decreased as a
percentage of net sales to 5.1% in 1994 from 5.6% in 1993. The increased level
of spending was attributable to expenses required to support expansion of the
Company's business, consisting primarily of incremental personnel and support
costs, lease payments relating to new facilities, and expenses associated with
the development and maintenance of information systems. The decreased level of
spending as a percentage of net sales was primarily attributable to economies of
scale resulting from higher sales volumes, as well as increased operating
efficiencies.

For the reasons set forth above, income from operations increased 36.2% to
$140.3 million in 1994 from $103.0 million in 1993, but decreased as a
percentage of net sales to 2.4% in 1994 from 2.5% in 1993. Contributing to the
increase in income from operations was income from the European operations of
$8.1 million, compared to a $3.2 million loss from such operations in 1993.

Other expense, net increased 96.2% to $39.6 million in 1994 from $20.2
million in 1993, and increased as a percentage of net sales to 0.7% in 1994 from
0.5% in 1993. The increase in other expense was largely attributable to a higher
level of borrowings to finance the Company's worldwide business expansion,
including acquisitions, and foreign currency exchange losses of $6.9 million
primarily related to Mexico in 1994.

The provision for income taxes increased 25.1% to $39.6 million in 1994
from $31.7 million in 1993, reflecting the 21.5% increase in the Company's
income before income taxes and minority interest. The Company's effective tax
rate was 39.3% in 1994 as compared to 38.2% in 1993.

Net income increased 25.8% to $63.3 million in 1994 from $50.4 million in
1993, but decreased as a percentage of net sales to 1.1% in 1994 from 1.2% in
1993.

QUARTERLY DATA; SEASONALITY

The Company's quarterly net sales and operating results have varied
significantly in the past and will likely continue to do so in the future as a
result of seasonal variations in the demand for the products and services
offered by the Company, the introduction of new hardware and software
technologies and products offering improved features and functionality, the
introduction of new products and services by the Company and its competitors,
the loss or consolidation of a significant supplier or customer, changes in the
level of operating expenses, inventory adjustments, product supply constraints,
competitive conditions including pricing, interest rate fluctuations, the impact
of acquisitions, currency fluctuations, and general economic conditions. The
Company's narrow operating margins may magnify any such fluctuations. Specific
historical seasonal variations in the Company's operating results have included
a reduction of demand in Europe during the summer months, increased Canadian
government purchasing in the first quarter, and pre-holiday stocking in the
retail channel during the September to November period. In addition, as was the
case with the introduction of Microsoft Windows 95 in August 1995, the product
cycle of major products may materially impact the Company's business, financial
condition, or results of operations.

24
<PAGE> 27

The following table sets forth certain unaudited quarterly historical
consolidated financial data for each of the nine quarters up to the period ended
March 30, 1996. This unaudited quarterly information has been prepared on the
same basis as the annual information presented elsewhere herein and, in the
Company's opinion, includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the selected quarterly
information. This information should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere in this
Prospectus. The operating results for any quarter shown are not necessarily
indicative of results for any future period.

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-------------------------------------------------------------------------------------------------
APR. 2, JULY 2, OCT. 1, DEC. 31, APR. 1, JULY 1, SEPT. 30, DEC. 30, MAR. 30,
1994 1994 1994 1994 1995 1995 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............ $1,266.6 $1,298.9 $1,387.0 $1,877.7 $1,879.5 $1,859.6 $ 2,331.6 $2,546.2 $2,752.7
Gross profit......... 92.4 96.8 105.1 144.7 132.4 138.9 151.2 183.2 186.6
Income from 53.0 38.5 45.2 63.0
operations......... 26.1 28.3 32.9 40.2 54.9(1)
Income before income 37.5 24.3 33.8 46.5
taxes and minority
interest........... 19.4 19.5 24.3 30.0 39.6(1)
Net income........... 11.6 12.1 14.6 25.0 17.1 18.4 20.8 28.0 23.8(1)
Pro forma earnings
per share.......... $ 0.11 $ 0.11 $ 0.12 $ 0.21 $ 0.14 $ 0.15 $ 0.17 $ 0.23 $ 0.20(1)
</TABLE>

- ---------------
(1) Reflects a non-cash compensation charge of $6.7 million ($4.1 million, or
$0.03 per share, net of tax) in connection with the granting of the Rollover
Stock Options.

As indicated in the table above, the increases in the Company's net sales
in the fourth quarter of each fiscal year have generally been higher than those
in the other three quarters in the same fiscal year. The trend of higher fourth
quarter net sales is attributable to calendar year-end business purchases and
holiday period purchases made by customers. Additionally, gross profit in the
fourth quarter of each year has historically been favorably impacted by
attractive year-end product buying opportunities which have often resulted in
higher purchase discounts. Net sales in the third quarter of 1995 were
positively impacted by the release of Microsoft Windows 95. However, gross and
operating margins were lower in the third quarter of 1995 due to the significant
volume of Microsoft Windows 95 sales, which had lower than average gross
margins.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth and cash needs largely through income
from operations and borrowings (primarily from Ingram Industries), as well as
from trade and supplier credit.

Net cash provided by operating activities was $35.2 million and $13.2
million in the first quarters of 1996 and 1995, respectively. Cash provided by
operating activities increased in the first quarter of 1996 over the first
quarter of 1995 primarily due to changes in trade accounts receivable,
inventories, and accounts payable. Net cash used for financing activities
increased to $37.8 million from $16.6 million in the first quarters of 1996 and
1995, respectively, as a result of a reduction in net borrowings under the
revolving credit facility in the first quarter of 1996 as compared to the same
period in 1995.

Net cash used by operating activities was $251.3 million, $87.1 million,
and $41.7 million in 1995, 1994, and 1993, respectively. The significant
increase in cash used by operating activities in 1995 over 1994 was due to the
increased levels of inventory which accounted for a use of $580.1 million in
1995 as compared to $345.5 million in 1994 and an increase in accounts
receivable which accounted for a use of $320.2 million in 1995 as compared to
$232.3 million in 1994. Cash provided by accounts payable of $543.8 million in
1995 and $411.0 million in 1994 partially offset the use related to inventory
and accounts receivable. The increase in the difference between inventory levels
and accounts payable in 1995 as compared to 1994 was primarily due to the launch
of Microsoft Windows 95.

Net cash used by investing activities of $48.8 million, $42.6 million, and
$40.7 million in 1995, 1994, and 1993, respectively, was due to the Company's
expansion of warehouse and other facilities in each year and the acquisitions of
operations in four European countries in 1994 and the acquisition of operations
in three countries in Europe and in Mexico in 1993.

25
<PAGE> 28

Net cash provided by financing activities was $298.3 million, $143.3
million, and $101.4 million in 1995, 1994, and 1993, respectively. The increase
in each period was primarily provided by an increase in borrowings from Ingram
Industries.

The Company's sources of capital have primarily been borrowings from Ingram
Industries. As of March 30, 1996, the Company had long-term debt outstanding of
$796.1 million, including $617.9 million due to Ingram Industries. In connection
with the Split-Off, in partial satisfaction of amounts due to Ingram Industries,
substantially all of the debt facilities of Ingram Industries guaranteed by the
Company will be assumed by the Company, including the $380 million Amended
Credit Facility and $190 million in private placement notes. It is currently
contemplated that Ingram Industries and Ingram Entertainment will guarantee the
Company's obligations under the Amended Credit Facility until such time as the
Company has received at least $250 million in qualifying new equity, including
proceeds from this offering. Ingram Industries and Ingram Entertainment will
receive a fee for such guarantees. The guarantee fees and the interest rates
charged under the Amended Credit Facility will increase over time if the
guarantees are not released. In addition, the Company will be obligated to
reimburse Ingram Industries and Ingram Entertainment for their increased
borrowing costs, if any, associated with the existence of such guarantees. The
aggregate amount of long-term debt outstanding after the Split-Off, and before
application of proceeds from this offering, will be substantially similar to the
long-term debt and debt due to Ingram Industries immediately prior to the
Split-Off, except as adjusted for the accounts receivable securitization program
to be assumed by the Company.

Effective February 1993, the Company entered into an agreement with Ingram
Industries whereby the Company sold all of its domestic trade accounts
receivable to Ingram Industries on an ongoing basis. Ingram Industries
transferred certain trade accounts receivable from the Company and other Ingram
Industries affiliates to a trust which sold certificates representing undivided
interests in the total pool of trade receivables without recourse. As of March
30, 1996, Ingram Industries had sold $310 million of certificates consisting of
$160 million of fixed rate certificates and a $150 million variable rate
certificate. Ingram Industries' arrangement with the trust extended to December
31, 1997, renewable biannually under an evergreen provision up to a maximum term
of 20 years. As a result of the Split-Off, in partial satisfaction of amounts
due to Ingram Industries, the Ingram Industries accounts receivable
securitization program will be assumed by the Company, which will be the sole
seller of receivables. Under the amended program, certain of the Company's
domestic receivables will no longer be transferred to the trust. The Company
believes the amended program will contain sufficient trade accounts receivable
to support the outstanding fixed rate certificates and an unspecified amount of
the variable rate certificate. Assumption of the securitization program results
in a $160 million reduction of trade accounts receivable and due to Ingram
Industries. See Note 4 of Notes to Consolidated Financial Statements. The
Company intends to arrange a new securitization program of approximately $70
million for certain foreign receivables in connection with the Split-Off.

The Company and its foreign subsidiaries have lines of credit and
short-term overdraft facilities in various currencies aggregating $93.5 million.
These facilities are used principally for working capital and bear interest at
market rates. See Note 6 of Notes to Consolidated Financial Statements.

The Company intends to use the net proceeds from this offering to repay
outstanding indebtedness under the Amended Credit Facility. The Company believes
that the net proceeds from the sale of the Common Stock offered hereby, together
with net cash provided by operating activities, supplemented as necessary with
funds expected to be available under credit arrangements, will provide
sufficient resources to meet its present and future working capital requirements
and other cash needs for at least the next 12 months or earlier if the Company
were to engage in any corporate transactions not currently anticipated, in which
event the Company anticipates that additional debt or equity financing would be
required.

The Company presently expects to spend approximately $70 million in each of
1996 and 1997 for capital expenditures due to the continued expansion of its
business.

ASSET MANAGEMENT

The Company maintains sufficient quantities of product inventories to
achieve high order fill rates. The Company believes that the risks associated
with slow moving and obsolete inventory are substantially

26
<PAGE> 29

mitigated by protection and stock return privileges provided by suppliers. In
the event of a supplier price reduction, the Company generally receives a credit
for products in its inventory. In addition, the Company has the right to return
a certain percentage of purchases, subject to certain limitations. Historically,
price protection, stock return privileges, and inventory management procedures
have helped to reduce the risk of decline in the value of inventory. The
Company's risk of decline in the value of inventory could be greater outside the
U.S., where agreements with suppliers are more restrictive with regard to price
protection and the Company's ability to return unsold inventory. Inventory
levels may vary from period to period, due in part to the addition of new
suppliers or new lines with current suppliers and large cash purchases of
inventory due to advantageous terms offered by suppliers. See "Risk
Factors -- Risk of Inventory Losses."

The Company offers various credit terms to qualifying customers as well as
prepay, credit card, and COD terms. The Company closely monitors customers'
creditworthiness through its on-line computer system which contains detailed
information on each customer's payment history and other relevant information.
In addition, the Company participates in a national credit association which
exchanges credit rating information on customers of association members. In most
markets, the Company utilizes various levels of credit insurance to allow sales
expansion and control credit risks.

CHANGES IN ACCOUNTING STANDARDS

The Company will adopt Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" ("FAS 121") in 1996. The Company does not expect the adoption of
FAS 121 to have a material effect on its financial condition or results of
operations.

The Company will adopt Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("FAS 123") in 1996. As permitted by
FAS 123, the Company will continue to measure compensation cost in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." Therefore, the adoption of FAS 123 will have no impact on the
Company's financial condition or results of operations.

27
<PAGE> 30

BUSINESS

OVERVIEW

Ingram Micro is the leading wholesale distributor of microcomputer products
worldwide. The Company markets microcomputer hardware, networking equipment, and
software products to more than 105,000 reseller customers in approximately 120
countries in three principal market sectors: the VAR sector, consisting of
value-added resellers, systems integrators, network integrators, application
VARs, and original equipment manufacturers; the Commercial sector, consisting of
corporate resellers, direct marketers, independent dealers, and owner-operated
chains; and the Consumer sector, consisting of consumer electronics stores,
computer superstores, mass merchants, office product superstores, software-only
stores, and warehouse clubs. As a wholesale distributor, the Company markets its
products to each of these types of resellers as opposed to marketing directly to
end-user customers.

Ingram Micro offers one-stop shopping to its reseller customers by
providing a comprehensive inventory of more than 36,000 products from over 1,100
suppliers, including most of the microcomputer industry's leading hardware
manufacturers, networking equipment suppliers, and software publishers. The
Company's broad product offerings include: desktop and notebook PCs, servers,
and workstations; mass storage devices; CD-ROM drives; monitors; printers;
scanners; modems; networking hubs, routers, and switches; network interface
cards; business application software; entertainment software; and computer
supplies. The Company's suppliers include Apple Computer, Cisco Systems, Compaq
Computer, Creative Labs, Hewlett-Packard, IBM, Intel, Microsoft, NEC, Novell,
Quantum, 3Com, Toshiba, and U.S. Robotics.

Ingram Micro distributes microcomputer products through warehouses in eight
strategic locations in the continental United States and 21 international
warehouses operated by its subsidiaries in Canada, Mexico, most countries of the
European Union, Norway, Malaysia and Singapore. The Company believes that it is
the market share leader in the U.S., Canada, and Mexico, and the second largest
full-line distributor in Europe. In 1995, approximately 31% of the Company's net
sales were derived from operations outside the U.S. The Export Division fulfills
orders from U.S. exporters and from foreign customers in countries where the
Company does not operate a distribution subsidiary, including much of Latin
America, the Middle East, Africa, Australia, and parts of Europe and Asia. The
Company participates in the master reseller business in the United States
through Ingram Alliance.

The Company's principal objective is to enhance its position as the
preeminent wholesale distributor of microcomputer products worldwide. The
Company is focused on providing a broad range of products and services, quick
and efficient order fulfillment, and consistent on-time and accurate delivery to
its reseller customers around the world. The Company believes that IMpulse
provides a competitive advantage through real-time worldwide information access
and processing capabilities. This on-line information system, coupled with the
Company's exacting operating procedures in telesales, credit support, customer
service, purchasing, technical support, and warehouse operations, enables the
Company to provide its reseller customers with superior service in an efficient
and low cost manner. In addition, to enhance sales and to support its suppliers
and reseller customers, the Company provides a wide range of value-added
services, such as technical training, order fulfillment, tailored financing
programs, systems configuration, and marketing programs.

28
<PAGE> 31

compared to the net sales and net income levels achieved in the thirteen weeks
ended April 1, 1995. The Company's growth during these periods reflects
substantial expansion in its existing domestic and international operations,
resulting from the addition of new customers, increased sales to the existing
customer base, the addition of new product categories and suppliers, the
establishment of Ingram Alliance, and the successful integration of ten
acquisitions worldwide.

THE INDUSTRY

The worldwide microcomputer products distribution industry generally
consists of suppliers, which sell directly to wholesalers, resellers, and
end-users; wholesale distributors, which sell to resellers; and resellers, which
sell to other resellers and directly to end-users. A variety of reseller
categories exists, including corporate resellers, VARs, systems integrators,
original equipment manufacturers, direct marketers, independent dealers,
owner-operated chains, franchise chains, and computer retailers. Different types
of resellers are defined and distinguished by the end-user market they serve,
such as large corporate accounts, small and medium-sized businesses, or home
users, and by the level of value they add to the basic products they sell.
Wholesale distributors generally sell only to resellers and purchase a wide
range of products in bulk directly from manufacturers. Different wholesale
distribution models have evolved in particular countries and geographies
depending on the characteristics of the local reseller environment, as well as
other factors specific to a particular country or region. The U.S., for example,
is distinguished by the presence of master resellers, or aggregators, which are
functionally similar to wholesale distributors, but which focus on selling
relatively few product lines -- typically high volume, brand name hardware
systems -- to a network of franchised dealers and affiliates.

The growth of the microcomputer products wholesale distribution industry
continues to exceed that of the microcomputer industry as a whole. Faced with
the pressures of declining product prices and the increasing costs of selling
direct to a large and diverse group of resellers, suppliers are increasingly
relying upon wholesale distribution channels for a greater proportion of their
sales. To minimize costs and focus on their core capabilities in manufacturing,
product development, and marketing, many suppliers are also outsourcing an
increasing portion of certain functions such as distribution, service, technical
support, and final assembly to the wholesale distribution channel. Growing
product complexity, shorter product life cycles, and an increasing number of
microcomputer products due to the emergence of open systems architectures and
the recognition of certain industry standards have led resellers to depend on
wholesale distributors for more of their product, marketing, and technical
support needs. In addition, resellers are relying to an increasing extent on
wholesale distributors for inventory management and credit to avoid stocking
large inventories and maintaining credit lines to finance their working capital
needs. The Company believes that new opportunities for growth in the
microcomputer products wholesale distribution industry will emerge as new
product categories arise from the ongoing convergence of computing,
communications, and consumer electronics.

International markets, which represent over half of the microcomputer
industry's sales, are characterized by a more fragmented wholesale distribution
channel than in the U.S. Increasingly, suppliers and resellers pursuing global
growth are seeking wholesale distributors with international sales and support
capabilities. In addition, the microcomputer products industry in international
markets is less mature and growing more rapidly than in the U.S., and as such,
international growth opportunities for microcomputer wholesaler distributors are
significant.

The evolution of open sourcing during the past several years is a
phenomenon specific to the U.S. microcomputer products wholesale distribution
market. Historically, branded computer systems from large suppliers such as
Apple Computer, Compaq Computer, Hewlett-Packard, and IBM were sold in the U.S.
only through authorized master resellers. Under this single sourcing model,
resellers were required to purchase these products exclusively from one master
reseller. Over the past few years, competitive pressures have led some of the
major computer suppliers to authorize second sourcing, in which resellers may
purchase a supplier's product from a source other than their primary master
reseller, subject to certain restrictive terms and conditions (such as higher
prices or the elimination of floor planning subsidies). More recently, certain
computer manufacturers have authorized open sourcing, a model under which
resellers can purchase the supplier's product from any source on equal terms and
conditions. The trend toward open sourcing has blurred

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the distinction between wholesale distributors and master resellers, which are
increasingly able to serve the same reseller customers, whereas previously
master resellers had a captive reseller customer base. The Company believes that
continued movement towards second sourcing and open sourcing puts the largest
and most efficient distributors of microcomputer products, which provide the
highest value through superior service and pricing, in the best position to
compete for reseller customers.

The dynamics of the microcomputer products wholesale distribution business
favor the largest distributors which have access to financing and are able to
achieve economies of scale, breadth of geographic coverage, and the strongest
vendor relationships. Consequently, the distributors with these characteristics
are tending to take share from smaller distributors as the industry undergoes a
process of consolidation. The need for wholesale distributors to implement high
volume/low cost operations on a worldwide basis is continuing to grow due to
ongoing price competition, the increasing demand for value-added services, the
trend toward open sourcing, and the increasing globalization of the
microcomputer products industry. In summary, the microcomputer wholesale
distribution industry is growing rapidly while simultaneously consolidating,
creating an industry environment in which market share leadership and cost
efficiency are of paramount importance.

BUSINESS STRATEGY

The Company is the preeminent worldwide wholesale distributor of
microcomputer products and services and believes that it has developed the
capabilities and scale of operations critical for long-term success in the
microcomputer products distribution industry.

The Company's strategy of offering a full line of products and services
provides reseller customers with one-stop shopping. The Company generally is
able to purchase products in large quantities and to take advantage of special
purchase opportunities from a broad range of suppliers in order to secure what
it believes to be the best available volume discounts from its suppliers. In
turn, these discounts allow the Company to provide competitive pricing to its
reseller customers. The Company's international market presence provides
suppliers with access to a broad base of geographically dispersed resellers,
serviced by the Company's extensive network of distribution centers and support
offices. The Company's size has permitted it to attract highly qualified
associates and increase investment in personnel development and training. Also,
the Company benefits from being able to make large investments in information
systems, warehousing systems, and infrastructure. Further, the Company is able
to spread the costs of these investments across its worldwide operations.

The Company is pursuing a number of strategies to further enhance its
leadership position within the microcomputer marketplace. These include:

EXPAND WORLDWIDE MARKET COVERAGE. Ingram Micro is committed to extending
its already extensive worldwide market coverage through internal growth in all
domestic and international markets in which it currently participates. In
addition, the Company intends to pursue acquisitions, joint ventures, and
strategic relationships outside the United States in order to take advantage of
growth opportunities and to leverage its strong systems, infrastructure, and
international management skills.

The Company believes that its skills in warehouse operations, purchasing,
sales, credit management, marketing, and technical support enable it to expand
effectively and quickly into new markets. The Company integrates acquired
operations by incorporating its management philosophies and exacting operating
procedures, implementing its IMpulse information system, applying its functional
expertise, and training personnel on the Ingram Micro business model. Based upon
these capabilities, the Company believes it is in the best position to serve
global resellers, which are increasingly seeking a single source for
microcomputer products and services.

By providing greater worldwide market coverage, Ingram Micro also increases
the scale of its business, which results in more cost economies. In addition, as
it increases its global reach, the Company diversifies its business across
different markets, reducing its exposure to individual market downturns. The
Company has grown its international operations principally through acquisitions
and currently has fully integrated operations in 15 countries outside the U.S.:
Canada, Mexico, most countries of the European Union, Norway, Malaysia,

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and Singapore. The Company believes that it is the market share leader in the
U.S., Canada, and Mexico, and the second largest full-line distributor in
Europe. The Company's objective is to achieve the number one market share in
each of the markets in which it operates.

Ingram Micro will continue to focus on expansion of its operations through
acquisitions, joint ventures, and strategic relationships in order to take
advantage of significant growth opportunities around the world, both in
established and developing markets.

EXPLOIT INFORMATION SYSTEMS LEADERSHIP. Ingram Micro continually invests in
its information systems which are crucial in supporting the Company's growth and
its ability to maintain high service and performance levels. The Company has
developed a scalable, full-featured information system, IMpulse, which the
Company believes is critical to its ability to deliver worldwide, real-time
information to both suppliers and reseller customers. IMpulse is a single,
standardized information system, used across all markets worldwide, that has
been customized to suit local market requirements. The Company believes that it
is the only full-line wholesale distributor of microcomputer products in the
world with such a centralized global system.

IMpulse allows the Company's telesales representatives to deliver real-time
information on product pricing, inventory, availability, and order status to
reseller customers. Telesales representatives utilize the Company's Sales
Adjusted Gross Profit ("SAGP") pricing system to make informed pricing decisions
for each order through access to specific product and order related costs.
Considering the industry's narrow margins, the Company's ability to make
thousands of informed pricing decisions daily represents a competitive
advantage. In addition, the Company has a number of supporting systems,
including its Decision Support System ("DSS"), a multidimensional sales and
profitability analysis application. The Company continuously seeks to make
system modifications to provide greater capability and flexibility to the
Company's individual business units and markets.

The Company intends to continue to develop and expand the use of its
Customer Information Services ("CIS"), which packages the full range of Ingram
Micro's electronic services into a single solution. CIS is designed to improve
the information flow from supplier to distributor to reseller to end-user in
order to conduct business in a cost-effective manner. It addresses the dynamic
requirements of various customer markets by offering a core group of services
through a number of different electronic media. By using CIS, resellers can
place orders directly, without the assistance of a telesales representative. The
Company plans further expansion in electronic links with reseller customers and
suppliers to provide better access to the Company's extensive database for
pricing, product availability, and technical information.

The Company will continue to invest in the enhancement and expansion of its
systems to create additional applications and functionality.

PROVIDE SUPERIOR EXECUTION FOR RESELLER CUSTOMERS. Ingram Micro continually
refines its systems and processes to provide superior execution and service to
reseller customers. The Company believes that the level of service achieved with
its systems and processes is a competitive advantage and has been a principal
contributor to its success to date.

Providing superior execution involves, among other factors, rapid response
to customer calls, quick access to relevant product information, high order fill
rates, and on-time, accurate shipments. The Company's information systems enable
telesales representatives to provide reseller customers with real-time inventory
and pricing information. Ingram Micro strives to maintain high order fill rates
by keeping extensive supplies of product in its 29 distribution centers
worldwide. In the U.S. and Canada, the Company has implemented control systems
and processes referred to as Bulletproof Shipping, which include stock-keeping
unit ("SKU") bar coding for all products and on-line quality assurance methods.
As a result of this program, substantially all orders in the U.S. and Canada
received by 5:00 p.m. are shipped on the same day, with highly accurate shipping
performance.

Ingram Micro will continue to invest in the development of systems and
processes to improve execution. In the U.S., the Company is currently installing
computer telephone integration ("CTI"), which will provide automatic caller
identification, onscreen call waiting, and abandoned call management
capabilities to telesales and customer service associates. Also in the U.S., the
recently installed POWER system will improve response

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time to reseller customers' product returns and other customer service requests.
To support future customer requirements, the Company continues to expand and
upgrade its distribution network. For example, a new warehouse is under
construction in Millington, Tennessee. In Canada, a new returns center will be
added near Toronto, Ontario. The Company is implementing formal systems for
evaluating and tracking key performance metrics such as responsiveness to
customers, process accuracy, order processing cycle time, and order fulfillment
efficiency. Ingram Micro will use this customer satisfaction monitoring system
to identify potential areas of improvement as part of the Company's focus on
providing superior service.

DELIVER WORLD-CLASS VALUE-ADDED SERVICES TO SUPPLIERS AND RESELLERS. Ingram
Micro is committed to providing a diverse range of value-added wholesaling and
"for fee" services to its supplier and reseller customers. Together, these
services are intended to link reseller customers and suppliers to Ingram Micro
as a one-stop provider of microcomputer products and related services, while
meeting demand by suppliers and resellers to outsource non-core business
activities and thereby lower their operating costs.

The Company's value-added wholesaling services include final assembly and
configuration of products, technical education programs, pre- and post-sale
technical support, order fulfillment, and product demo evaluation.

In addition to these value-added wholesaling services, the Company offers a
variety of "for fee" services for its reseller customers and suppliers. These
services include: contract configuration, contract fulfillment, contract
warehousing, contract telesales, contract credit/accounts receivable management,
contract inventory management, and contract technical support for customers. The
Company is focused on identifying and developing services that directly meet
reseller customer and supplier needs.

MAINTAIN LOW COST LEADERSHIP THROUGH CONTINUOUS IMPROVEMENTS IN SYSTEMS AND
PROCESSES. The microcomputer products industry is characterized by intense
competition and narrow margins, and as a result, achieving economies of scale
and controlling operating expenses are critical to achieving and maintaining
profitable growth.

Over the last five years, the Company has been successful in reducing SG&A
expenses (including expenses allocated from Ingram Industries) as a percentage
of net sales, from 5.8% in 1991 to 4.8% in 1995. The Company has embarked on a
number of programs that are designed to continue to reduce operating expenses as
a percentage of net sales.

Many U.S. developed programs continue to be adapted for implementation in
the Company's international operations. These programs include: (i) the use of
advanced inventory processes and techniques to reduce the number of shipments
from multiple warehouses to fulfill a single order; (ii) the use of proprietary
warehouse productivity programs, such as Bulletproof Shipping and Pick
Assignment; (iii) the enhancement of associates' productivity through the use of
technology such as CTI, and the expanded use of multimedia workstations for
functions such as Telesales and Customer Service; and (iv) the electronic
automation of the ordering and information delivery process through CIS to
decrease the number of non-order telesales calls. See "-- Information Systems."

The Company believes that the continued development of the IMpulse system
and related distribution processes represents an opportunity for the Company to
leverage operating costs across additional areas of the Company's operations.

DEVELOP HUMAN RESOURCES FOR EXCELLENCE AND TO SUPPORT FUTURE GROWTH. Ingram
Micro's growth to date is a result of the talent, dedication, and teamwork of
its associates. Future growth and success will be substantially dependent upon
the retention and development of existing associates, as well as the recruitment
of superior talent.

The Company has invested in a number of programs and systems designed to
assist in the development and retention of its associates. The Company recently
formed its Leadership Institute to provide training on a global basis in areas
such as personal leadership and basic business fundamentals. In addition, the
Company provides specific functional training for associates through Company
programs such as the Sales, Purchasing,

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and Marketing Academies. Transferring functional skills and implementing
cross-training programs across all Ingram Micro locations have proven to be
important factors in the Company's growth and international expansion. In
conjunction with these programs, the Company intends to expand its human
resource systems to provide enhanced career planning, training support,
applicant tracking, and benefits administration. Also, the Company continues to
seek top quality associates worldwide through local, professional, and college
recruiting programs.

CUSTOMERS

Ingram Micro sells to more than 105,000 reseller customers in approximately
120 countries worldwide. No single customer accounted for more than 3% of Ingram
Micro's net sales in 1993, 1994, 1995, or the first quarter of 1996.

Ingram Micro is firmly committed to maintaining a strong customer focus in
all of the markets it serves. To best meet this key business objective, the
Company is organized along the lines of the three market sectors it serves: VAR,
Commercial, and Consumer. This organization permits the Company to identify and
address the varying and often unique requirements of each customer group, as
opposed to applying a uniform approach to distinctly different reseller
channels. This organization model is most fully developed in the U.S. and
Canada, and is described as follows:

- VAR sector. VARs develop computer solutions for their customers by adding
tangible value to a microcomputer product. These computer solutions range
from tailored software development to systems integration that meet
specific customer needs. Systems integrators, network integrators,
application VARs, and original equipment manufacturers ("OEMs") are
classified in this sector. In 1995, this sector contributed over 27% of
Ingram Micro's U.S. net sales (inclusive of Ingram Alliance and the
Export Division).

- Commercial sector. The Commercial sector includes chain/independent
dealers, corporate resellers, and direct marketers that sell a variety of
computer products. This sector continues to be Ingram Micro's largest
channel and contributed over 53% of the Company's 1995 U.S. net sales.

- Consumer sector. The Consumer sector includes computer superstores,
office product superstores, mass merchants, consumer electronics stores,
and warehouse clubs. In 1995, over 17% of the Company's U.S. net sales
came from this sector.

In addition to focusing on the VAR, Commercial, and Consumer market
sectors, the Company also has specialized strategic business units ("SBUs")
designed to provide additional focused marketing and support for specific
product categories or within specific markets. These product-focused SBUs
address the needs of resellers and suppliers for in-depth support of particular
product categories. These SBUs include the Technical Products Division, the
Macintosh and Apple Computer Division, the Enterprise Computing Division, and
the Mass Storage Division. The Company's market-focused SBUs, which include the
Consumer Markets Division, the Education Division, and the Government Division,
are designed to meet the needs of resellers and VARs who have chosen to
concentrate on a particular customer market.

Customer organization along the VAR, Commercial, and Consumer market
sectors has been implemented to varying degrees throughout the Company's
worldwide operations and may not be as well defined as in the U.S. and Canada.
Specific market circumstances vary from country to country. In some markets, a
few large resellers dominate; in others, the customer base is more diversified.

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SALES AND MARKETING

Ingram Micro's telesales department is comprised of approximately 1,400
telesales representatives worldwide, of whom more than 800 representatives are
located in the United States. These telesales representatives assist resellers
with product specifications, system configuration, new product/service
introductions, pricing, and availability. The two main United States telesales
centers are located in Santa Ana, California and Buffalo, New York and are
supported by an extensive national field sales organization. Currently, Ingram
Micro has more than 130 field sales representatives worldwide, including more
than 50 in the United States.

In addition to customer organization along the VAR, Commercial, and
Consumer market sectors, the Company utilizes a variety of product-focused
groups specializing in specific product types. Specialists in processors, mass
storage, networks, and other product categories promote sales growth and
facilitate customer contacts for their particular product group. Ingram Micro
also offers a variety of marketing programs tailored to meet specific supplier
and reseller customer needs. Services provided by the Company's in-house
marketing services group include advertising, direct mail campaigns, market
research, retail programs, sales promotions, training, and assistance with trade
shows and other events.

In Canada, Ingram Micro has been organized along customer sector lines to
render more specialized service to each customer sector. Additionally, a
Montreal telesales center was opened in 1995 specifically to cover the
French-speaking market. The Corporate Reseller group has 18 dedicated field
sales representatives to focus efforts on increasing penetration and protecting
market share. The VAR accounts have received increasing coverage from field
sales representatives, now one for each geographic region, along with dedicated
telesales operations in Vancouver and Montreal. Retail customers served by the
Consumer Markets group benefit from usage of the electronic ordering systems and
manufacturer/customer symposiums tailored specifically to the Consumer sector.
The Company offers a myriad of marketing programs targeted at the respective
customer markets and are similar to the U.S. programs that offer a graduated
level of services based on monthly purchase volume.

In Europe, Ingram Micro relies more heavily on telesales to cover its
customer base than in the U.S. and Canada. In addition, the Company maintains a
relatively small field sales organization to serve larger customers in each
country. Many of the country operations have Technical Products Divisions that
employ dedicated technical sales representatives. The European operation is
expanding the presence of other product-specific divisions such as the Mass
Storage Division and the Macintosh Division. Ingram Micro employs many of the
same marketing tools in Europe as in the U.S. and Canada, including product
guides, catalogues, and showcases used to promote selected manufacturers'
product lines.

In Mexico, the sales team is comprised of both field sales representatives
and telesales representatives serving Mexico City, Merida, Guadalajara, Puebla,
Monterrey, Leon, and Hermosillo. Complementing this sales group are marketing
associates assigned to key supplier product lines. To best meet the
individualized needs of its increasingly diverse customer group, the Company is
in the process of realigning its sales and marketing workforce along VAR,
Commercial, and Consumer sectors throughout the branch network. This is
anticipated to be a strategic advantage as the trend toward greater customer
focus on particular markets continues to evolve in Mexico.

Ingram Micro's Asia Pacific sales force is responsible for growing the
Company's sales in Singapore, Malaysia, Indonesia, The Philippines, Thailand,
India, and Hong Kong. Marketing support for this sales effort is based on
product line, but will eventually be aligned along VAR, Commercial, and Consumer
sectors.

The Company's Export Division is supported by a team of sales
representatives located in Miami, Florida and Santa Ana, California. The Miami
office covers the Caribbean, Puerto Rico, Ecuador, Colombia, Venezuela, Peru,
Chile, Argentina, Uruguay, and Brazil, while the Santa Ana Export
representatives sell and market Ingram Micro products and services to Japan, the
Middle East, and Australia. A satellite export sales office was opened in Tokyo
during the third quarter of 1995 to provide greater focus on the Japanese
market. The Belgian Export office, which is part of the Company's European
operations, serves Africa and areas of Europe where Ingram Micro does not have
an in-country sales and distribution operation.

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PRODUCTS AND SUPPLIERS

Ingram Micro has the largest inventory of products in the industry,
distributing and marketing more than 36,000 products from the industry's premier
microcomputer hardware manufacturers, networking equipment suppliers, and
software publishers worldwide. Product assortments vary by market, and the
relative importance of manufacturers to Ingram Micro varies from country to
country. On a worldwide basis, the Company's sales mix is more heavily weighted
toward hardware products than software products.

In the U.S., Ingram Micro's suppliers include almost all of the leading
microcomputer hardware manufacturers, networking equipment manufacturers, and
software publishers such as Apple Computer, Cisco Systems, Compaq Computer,
Creative Labs, Hewlett-Packard, IBM, Intel, Microsoft, NEC, Novell, Quantum,
3Com, Toshiba, and U.S. Robotics. Internationally, Ingram Micro has secured
distribution agreements with most of the leading suppliers, and products are
added to the Company's mix in response to local market demands.

New products are continually evaluated and added to the Company's product
mix upon meeting Ingram Micro's business and technical standards. The Company
evaluates on average 160 products monthly. Each Ingram Micro entity has its own
procedure for assessing new products based on local market characteristics, but
all follow general guidelines utilizing certain business and technical criteria
including market size, demand, perceived value, industry positioning, support
required, ease of set-up, packaging quality, and error handling procedures. The
Company proactively pursues products representing the leading edge of
technology.

The Company's suppliers generally warrant the products distributed by the
Company and allow the Company to return defective products, including those that
have been returned to the Company by its customers. The Company does not
independently warrant the products it distributes.

The Company's business, like that of other wholesale distributors, is
subject to the risk that the value of its inventory will be affected adversely
by suppliers' price reductions or by technological changes affecting the
usefulness or desirability of the products comprising the inventory. It is the
policy of most suppliers of microcomputer products to protect distributors, such
as the Company, who purchase directly from such suppliers, from the loss in
value of inventory due to technological change or the supplier's price
reductions. Although the Company has written distribution agreements with many
of its suppliers, these agreements usually provide for nonexclusive distribution
rights and often include territorial restrictions that limit the countries in
which Ingram Micro is permitted to distribute the products. The agreements are
also generally short term, subject to periodic renewal, and often contain
provisions permitting termination by either party without cause upon relatively
short notice. Under the terms of many distribution agreements, suppliers will
credit the distributor for declines in inventory value resulting from the
supplier's price reductions if the distributor complies with certain conditions.
In addition, under many such agreements, the distributor has the right to return
for credit or exchange for other products a portion of those inventory items
purchased, within a designated period of time. A supplier who elects to
terminate a distribution agreement generally will repurchase from the
distributor the supplier's products carried in the distributor's inventory.
While the industry practices discussed above are sometimes not embodied in
written agreements and do not protect the Company in all cases from declines in
inventory value, management believes that these practices provide a significant
level of protection from such declines. No assurance can be given, however, that
such practices will continue or that they will adequately protect the Company
against declines in inventory value. The Company's risk of inventory loss could
be greater outside the United States, where agreements with suppliers are more
restrictive with regard to price protection and the Company's ability to return
unsold inventory. See "Risk Factors -- Product Supply; Dependence on Key
Suppliers."

VALUE-ADDED SERVICES

Ingram Micro offers a myriad of programs and services to its supplier and
reseller customers as an integral part of its wholesaling efforts. The Company
categorizes these services into value-added wholesale distribution and "for fee"
services. Together, these services are intended to link reseller customers and
suppliers to Ingram Micro as a one-stop provider of microcomputer products and
related services, while

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meeting demand by suppliers and resellers to outsource non-core business
activities and thereby lower their operating costs.

The Company's value-added wholesaling services are an important complement
to its distribution activities and include final assembly and configuration of
products, technical education programs, pre- and post-sale technical support,
order fulfillment, and product demo evaluation.

Ingram Micro offers a selection of "for fee" services which reseller
customers and suppliers may avail themselves of, independent of product purchase
transactions. Many of the value-added wholesaling services are also included in
this set of "for fee" services, which include: contract configuration, contract
fulfillment, contract warehousing, contract telesales, contract credit/accounts
receivable management, contract inventory management, and contract technical
support for reseller customers and end-users. Management remains focused on
adding more value-added "for fee" services to meet reseller customer and
supplier needs.

Ingram Micro's value-added services for its reseller customers and
suppliers include:

- System Configuration. Final assembly and configuration of microcomputer
products for suppliers and reseller customers.

- Order Fulfillment. Fulfillment of end-user orders on behalf of suppliers
and reseller customers. This may include order-taking, configuration,
shipping, and collection.

- Electronic Services. Various electronic ordering and information delivery
media integrated under the Company's CIS program which enable suppliers
and reseller customers to interface directly with the Company's database.

- Technical Support. Pre- and post-sale technical support for reseller
customers.

- Tailored Marketing Services. A range of offerings including trade show
and symposium development, promotional advertising, end-user briefings,
and joint sales calls performed by Ingram Micro Sales and Marketing staff
for the benefit of reseller customers and suppliers.

- Financial Services. Includes accounts receivable financing, a purchase
order program, and credit insurance provided or arranged by Ingram
Financial Services Company for reseller customers.

- Inventory Management. A variety of services conducted for reseller
customers that includes contract warehousing, inventory tracking by
serial number, and other services.

- Telesales. Telesales performed by the Company for suppliers and reseller
customers.

- Warehousing. Leasing of warehouse space to suppliers and reseller
customers.

- Credit/Accounts Receivable Management. Providing reseller customers with
assistance in account collection, credit inquiries, and similar matters.

- Technical Education. Various computer-based and self-study training
programs, some leading to certification from suppliers.

- Warranty and Repair. Comprehensive warranty coverage on end-user systems.
This service is sub-contracted by Ingram Micro to third-party repair
businesses for reseller customers.

All of these services are currently available in the Company's U.S.
operations. The degree of implementation of these value-added services in Ingram
Micro's international operations varies depending on particular market
circumstances.

INGRAM ALLIANCE

Ingram Micro entered the master reseller (also known as "aggregation")
business in late 1994 with the launch of Ingram Alliance. Ingram Alliance is
designed to offer resellers access to the industry's leading hardware
manufacturers at competitive prices by utilizing a lower cost business model
that depends upon a

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higher average order size, lower product returns percentage, and supplier-paid
financing. See "Risk Factors -- Narrow Margins" and "-- Ingram Alliance."

The Company believes that it has been able to leverage its leading
traditional wholesale distribution business in the U.S. to establish its master
reseller business. Over 95% of Ingram Alliance's sales are funded by floor plan
financing companies. The Company typically receives payment from these financing
institutions within three business days from the date of the sale, allowing
Ingram Alliance to operate at much lower relative working capital levels than
the Company's wholesale distribution business. Such floor plan financing is
typically subsidized for Ingram Alliance's reseller customers by its suppliers.

Since its inception, Ingram Alliance has experienced rapid growth. In 1995,
Ingram Alliance achieved net sales in excess of $700 million, and it currently
has more than 800 reseller customers and 11 suppliers. Ingram Alliance's success
has, to a large degree, been attributable to its ability to leverage Ingram
Micro's distribution infrastructure and capitalize on strong supplier
relationships.

To support additional growth, Ingram Alliance remains committed to further
developing relations with key suppliers. These efforts are largely driven by
joint supplier/distributor sales calls, proposal and bid development programs,
and tailored marketing campaigns carried out by Ingram Alliance supplier program
teams.

Ingram Alliance pursues an integrated sales and marketing strategy to gain
new customers and grow its business. A fully-dedicated telesales team is in
place, which in conjunction with the Company's field sales representatives aims
to cultivate important relationships with reseller customers. Further, Ingram
Alliance provides a wide range of high quality "for fee" value-added services
for its customers including technical training and certification, warranty and
repair, fulfillment, technical support, contract warehousing, and configuration
services. Special promotional activities and creative financing packages are
additional incentives for resellers to do business with Ingram Alliance.

INFORMATION SYSTEMS

The Company's information system, IMpulse, is central to its ability to
provide superior execution to its customers, and as such, the Company believes
that it represents an important competitive advantage. See "Risk
Factors -- Dependence on Information Systems."

Ingram Micro's systems are primarily mainframe-based in order to provide
the high level of scalability and performance required to manage such a large
and complex business operation. IMpulse is a single, standardized, real-time
information system and operating environment, used across all of the Company's
worldwide operations. It has been customized as necessary for use in every
country in which the Company operates and has the capability to handle multiple
languages and currencies. On a daily basis, the Company's systems typically
handle 12 million on-line transactions, 27,500 orders, and 35,000 shipments. The
Company has designed IMpulse as a scalable system that has the capability to
support increased transaction volume. The overall on-line response time for the
Company's network of over 8,000 user stations (terminals, printers, personal
computers, and radio frequency hand held terminals) is less than one-half
second.

Worldwide, Ingram Micro's centralized processing system supports more than
40 operational functions including receiving, order processing, shipping,
inventory management, and accounting. At the core of the IMpulse system is
on-line, real-time distribution software to which considerable enhancements and
modifications have been made to support the Company's growth and its low cost
business model. The Company makes extensive use of advanced telecommunications
technologies with customer service-enhancing features, such as Automatic Call
Distribution to route customer calls to the telesales representatives. The
Telesales Department relies on its Sales Wizard system for on-line, real-time
tracking of all customer calls and for status reports on sales statistics such
as number of customer calls, customer call intentions, and total sales
generated. IMpulse allows the Company's telesales representatives to deliver
real-time information on product pricing, inventory, availability, and order
status to reseller customers. The SAGP pricing system enables telesales
representatives to make informed pricing decisions through access to specific
product and order related costs for each order. Considering the industry's
narrow margins, these pricing decisions are particularly important, and the

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Company believes that its ability to make thousands of informed pricing
decisions daily represents a competitive advantage.

In the United States, the Company is in the process of implementing CTI,
which will provide the telesales and customer service representatives with
Automatic Number Identification capability and advanced telecommunications
features such as on-screen call waiting and automatic call return, thereby
reducing the time required to process customer orders and customer service
requests.

To complement Ingram Micro's telesales, customer service, and technical
support capabilities, IMpulse supports CIS, which integrates all of the
Company's electronic services into a single solution. CIS offers a number of
different electronic media through which customers can conduct business with the
Company, such as the Customer Automated Purchasing System ("CAPS"), Electronic
Data Interchange ("EDI"), the Bulletin Board Service, and the Ingram Micro Web
site. The Company's latest additions to CIS are its Internet-based Electronic
Catalog and Manufacturer Information Library. The Electronic Catalog provides
reseller customers with real-time access to product pricing and availability,
with the capability to search by product category, name, or manufacturer. The
Manufacturer Information Library is a comprehensive multi-manufacturer database
of timely and accurate product, sales, marketing, and technical information,
which is updated nightly for new information. Ingram Micro believes it is the
first microcomputer wholesale distributor to offer electronic access to
real-time product pricing, availability, and information on the World Wide Web.
All of Ingram Micro's CIS offerings are constantly being reviewed for
enhancement. For instance, a faster local network intranet solution to access
the Manufacturer Information Library is currently being tested, and ordering and
configuration capabilities through the Internet are under consideration.

The Company's warehouse operations use extensive bar-coding technology and
radio frequency technology for receiving and shipping, and real-time links to
UPS and FedEx for freight processing and shipment tracking. The Customer Service
Department uses the POWER System for on-line documentation and faster processing
of customer product returns. To ensure that adequate inventory levels are
maintained, the Company's buyers depend on the Purchasing system to track
inventory on a continual basis. Many other features of IMpulse help to expedite
the order processing cycle and reduce operating costs for the Company as well as
its reseller customers and suppliers.

To support and augment the Company's mainframe-based systems, the Company
utilizes a number of client-server applications. Examples are the Marketing
On-line Management System, a software application that provides management,
accountability, and financial controls for over 6,000 marketing projects;
APImage, an application that facilitates imaging of invoices and related
documents in the Accounts Payable department, substantially reducing paper
processing and improving document work flow; and DSS, a data warehousing
application that enables multidimensional sales and profitability analysis. In
the U.S., over 200 associates across all functions have access to 31 million
lines of data through DSS. DSS is used for, among other tasks, pricing decisions
and analysis of profitability by customer market and product category. DSS is
currently being implemented in Canada and the U.K., with plans to add other
international locations thereafter. The Company has also begun to deploy other
PC-based tools for both the U.S. and international locations, including
workstations in Telesales and Purchasing to assist with product acquisition and
pricing decisions.

Over 350 experienced information technology professionals support the daily
maintenance and continuous development of the Company's systems.

OPERATIONS

ORDER ENTRY

The order entry process begins with the entry of a customer account number
by a telesales representative. With this input, IMpulse automatically displays
the customer's name, address, credit terms, financing arrangements, and
preferred shipping method. The telesales representative assists the customer
on-line with product lookups, real-time inventory availability, price inquiries,
and status of previous orders. As an order is entered, key information is filled
in by the system, such as product description, price, availability, and adjusted
gross margin. The closest warehouse to the customer with available product is
automatically determined, and the corresponding product quantity is reserved.
The system totals the order and automatically checks the

38
<PAGE> 41

customer's credit status. The order is released for processing, unless credit
limits are exceeded or the order falls outside acceptable profit levels. In the
latter case, the order is put on hold and immediately elevated for review by
credit or sales management.

Reseller customers can also conduct business electronically through the
Company's CIS offerings such as CAPS, EDI, and IM On Line. By using CIS,
resellers can access the Company's database and place orders directly without
the assistance of a telesales representative. See "-- Information Systems."

SHIPPING

In most of Ingram Micro's operations, substantially all orders received by
5:00 p.m. are shipped on the same day. In Canada, France, Belgium, the U.K. and
the Netherlands, the cut-off time for same day shipment is 6:00 p.m. When an
order is released, it is immediately available for processing in the designated
warehouse. IMpulse ensures cost efficient order processing through a system
called Pick Assignment which determines pick lists based on the warehouse
location of items ordered. In the distribution centers, Ingram Micro relies on a
sophisticated bar code reading system and a flexible automated package handling
system for picking, packing, and shipping products accurately and cost
effectively. In addition, IMpulse provides on-line shipping, manifesting,
freight costing, invoicing and package tracking information.

The Company's warehouse inventories are maintained automatically by IMpulse
which updates stock levels and feeds this information to the purchasing system
for restocking as soon as an order is received. On-line quality assurance done
during receipt of inbound product and prior to the shipment of orders ensures
the integrity of warehouse stock inventory and the accuracy of shipments to
customers. See "Risk Factors -- Dependence on Independent Shipping Companies."

PURCHASING

To monitor product inventory, the purchasing staff, numbering over 260
worldwide, uses the IMpulse system inventory reports, which provide product
inventory levels, six months' sales history, month-to-date, and year-to-date
sales statistics by SKU and by warehouse location. Buyers carefully analyze
current and future inventory positions and profitability potential. Several
factors, such as inventory carrying cost, payment terms, purchase rebates,
volume discounts, and marketing funds are considered in negotiating deals with
suppliers. Buyers enter purchase orders into the IMpulse system, indicating the
SKU number, the quantity to be ordered, and the warehouse locations to which the
order should be shipped. Cost information and supplier terms and conditions are
automatically entered on the purchase order; and can be modified if different
terms have been negotiated. The IMpulse system automatically generates purchase
orders for each inventory warehouse location and transmits these orders directly
to the suppliers via EDI or facsimile. See "Risk Factors -- Risk of Declines in
Inventory Value."

A number of purchasing programs have been developed to exploit
opportunities unique to certain of the Company's operations. In Europe, the
country managers work together as a group to obtain the best available supplier
terms. The European "Inventory Sharing" program, when fully implemented, will
allow sales personnel in one market to order products that are out of stock or
otherwise unavailable in the local country from another European Ingram Micro
business unit. Benefits of this program include lower inventory costs, better
inventory turnover, and improved margins. In Canada, the U.S. Direct Fulfillment
Program allows the fulfillment of individual Canadian orders from the U.S. as
necessary.

GEOGRAPHIC TACTICS

Ingram Micro operates worldwide with a set of common, global strategies.
Recognizing the varying requirements of the Company's different geographic
markets, the Company has developed specific tactics to address local market
conditions. However, the Company's non-U.S. operations are subject to certain
additional risks. See "Risk Factors -- Exposure to Foreign Markets; Currency
Risk."

39
<PAGE> 42

U.S.

In the U.S., the Company has undertaken a number of key initiatives to
enhance its position in the wholesale microcomputer marketplace:

- In an effort to capture an increased share of the VAR sector, the Company
will seek to convey to the market its superior ability to supply basic
wholesaling services to VARs, as well as its breadth of product offerings
to support vertical VAR customer sets. The Premier VAR Plus program has
been developed as the prime marketing vehicle for all VAR programs and
services. This program provides VARs with graduated levels of business
services based on monthly purchase volume. Such services include a
dedicated technical sales force, end-user leads, technology seminars, and
marketing symposiums.

- As a cornerstone of the Company's VAR efforts, the Enterprise Computing
Division continues to expand its penetration in markets for high-end
technical products such as UNIX, document imaging, and networking
equipment. This will be accomplished by developing programs which
institute a Company-wide commitment to the UNIX VAR market, providing a
sophisticated sales force experienced in complex networking technology
solutions, partnering with key suppliers of high-end technical products,
and leveraging the Company's core competencies in electronic ordering and
configuration.

- In order to increase its share of the Consumer sector, the Company
maintains a team of sales account managers and business development
specialists dedicated to the Consumer account base. The aim of the
Consumer group is to provide a variety of value-added services including
inventory mix management, store personnel training, marketing programs,
and administration of supplier programs.

CANADA

While the Company's Canadian operation closely mirrors the U.S. operation,
initiatives unique to the Canadian operating environment have been developed and
are described below:

- The U.S. Direct Fulfillment Program has been instituted in Canada to take
advantage of its proximity to the U.S. Through this program, Canadian
customers are currently able to receive products directly from the
Chicago distribution center. The expanded use of the U.S. Direct
Fulfillment Program will allow for greater breadth of SKUs and
manufacturers represented in the Canadian marketplace.

- As part of its overall strategy to grow share in the retail market, the
Canadian operation employs Dealer Development Representatives as a
special service to retail customers. These representatives visit
resellers to provide product education, display set-up assistance, and
provide other similar on-site services. In addition, the Company fields
on-site credit representatives to facilitate processing of financial
service applications of its retail customers.

EUROPE

One of the Company's key objectives is to become the market share leader in
Europe. The Company entered Europe in 1989 with an acquisition in Belgium. See
"Risk Factors -- Acquisitions." Through a series of small acquisitions, it has
rapidly grown to a pan-European presence with aggregate net sales of $1.8
billion in 1995, covering 11 countries: Austria, Belgium, Denmark, France,
Germany, Italy, the Netherlands, Norway, Sweden, Spain, and the United Kingdom.
The Company believes that it has the second largest market share position in
Europe and that it has a strong base for future growth and increased
profitability. Particular areas of focus in Europe include:

- The Company will seek to enhance gross margin in the European operation
through increased emphasis on high-end and higher margin technical
product sales and the implementation of the SAGP system.

- A program unique to Ingram Micro is Inventory Sharing. This program
allows sales personnel in one European market to order products that are
out of stock or otherwise unavailable in the local country

40
<PAGE> 43

from another Ingram Micro business unit. The billing is done in the local
currency with all value-added taxes, tax reporting, and similar functions
managed automatically by the IMpulse system. Inventory sharing allows the
Company to expand its sales base without an expansion of inventory
investment or individual country expansion of stock product assortment.
Benefits of the program include lower inventory costs, better inventory
turnover, and improved gross margin. An important initiative is to add
more country operations to the inventory sharing program and to enhance
the program through coordinated purchasing among several countries.

- Continued cost reduction, as a percentage of net sales, and cost control
are important for boosting profitability in the European operation. The
Company aims to further reduce expense ratios of the individual business
units through increased sales volume, the continued development and
refinement of operations and management processes, and the increasing use
of selected U.S. and Canadian business programs.

MEXICO/ASIA PACIFIC

Mexico. Ingram Dicom, a 70%-owned subsidiary of Ingram Micro, is the
leading wholesale distributor of microcomputer products in Mexico. Ingram Dicom
offers over 6,000 products to more than 5,900 reseller customers in Mexico. In
1995, over 85% of Ingram Dicom's net sales came from 1,100 resellers who
primarily service the country's major banks and businesses. Additionally, Ingram
Dicom also sells to a small but growing VAR client base and to mass merchant
retailers (e.g., Sam's Club, Sanborn's, Price Club).

As the local high technology market becomes more sophisticated, Ingram
Dicom intends to add higher volume, more specialized technical (e.g., UNIX,
networking) products to its inventory. Other important initiatives include
adding a wider selection of technical education courses, extending CAPS
electronic ordering throughout the entire Ingram Dicom operation, and offering a
broader range of financing options for reseller customers. The Company will also
continue to negotiate supplier terms and conditions aimed at limiting the
Company's exposure to foreign currency fluctuations.

Asia Pacific. Ingram Micro's Asia Pacific operations, supported by its
Singapore office and warehouse, focus on serving the Singapore, Malaysia,
Indonesia, Philippines, Thailand, India, and Hong Kong markets. Over 800
customers are currently served from the Singapore base, with approximately 64%
of these customers concentrated in the local Singapore market. The Company has
recently acquired a distributor in Malaysia.

In building a solid regional Asia Pacific business, the Company intends to
leverage its systems capability, financial strength, management experience, and
excellent relationships with key suppliers. The initial aim of the Asia Pacific
strategy is to recruit new suppliers and reseller customers while further adding
experienced managers in key functional areas of the business. The Company is
currently exploring the possibility of establishing additional operations
through joint ventures or acquisitions. See "Risk Factors -- Acquisitions."

EXPORT MARKETS

Ingram Micro's export operations continue to expand in international
markets where the Company does not have a stand-alone, in-country presence. The
Miami, Santa Ana, and Belgium offices serve more than 4,700 resellers in over
100 countries.

Key strategic objectives for the export operations include increasing sales
and market share in each of the regions it serves primarily by providing a broad
product assortment, further cultivating key supplier relationships, and
expanding reseller service offerings. The Company will continue to position
itself as a global distributor of microcomputer products providing resellers in
all markets access to the Company's vast selection of products via its extensive
network of international and U.S. warehouses.

41
<PAGE> 44

COMPETITION

The Company operates in a highly competitive environment, both in the
United States and internationally. The microcomputer products distribution
industry is characterized by intense competition, based primarily on price,
product availability, speed and accuracy of delivery, effectiveness of sales and
marketing programs, credit availability, ability to tailor specific solutions to
customer needs, quality and breadth of product lines and service, and
availability of technical and product information. The Company believes it
competes favorably with respect to each of these factors. As price points have
declined, the Company believes that value-added services capabilities (such as
configuration, innovative financing programs, order fulfillment, contract
telesales, and contract warehousing) will become more important competitive
factors.

The Company entered the master reseller business through Ingram Alliance in
late 1994. See "-- Ingram Alliance." The Company competes with other master
resellers, which sell to groups of affiliated franchisees and third-party
dealers. Many of the Company's competitors in the master reseller business are
more experienced and have more established contacts with affiliated resellers,
third-party dealers, or suppliers, which may provide them with a competitive
advantage over the Company.

Ingram Micro's primary competitors include large United States-based
international distributors such as Merisel, Tech Data, and Arrow Electronics (a
worldwide industrial electronics distributor), as well as national distributors
such as AmeriQuest Technologies (majority owned by Computer 2000), Handleman,
Navarre, and Avnet. Ingram Alliance's principal competitors include such master
resellers as Intelligent Electronics, MicroAge, Datago, InaCom, and recent
entrant Tech Data Elect, a division of Tech Data. Ingram Micro competes
internationally with a variety of national and regional distributors. European
competitors include international distributors such as Computer 2000 (owned by
German conglomerate Viag AG), Merisel, and Softmart/Tech Data, and several local
and regional distributors, including Actebis, Scribona, and Microtech. In
Canada, Ingram Micro competes with Merisel, Globelle, Beamscope, and Tech Data.
Ingram Dicom is the leading distributor in Mexico, competing with such companies
as MPS, Merisel, Intertec, and Dataflux. In the Asia Pacific market, Ingram
Micro faces both regional and local competitors, of whom the largest is Tech
Pacific, a division of First Pacific Holdings, which operates in more than five
Asia Pacific markets.

Ingram Micro also competes with hardware manufacturers and software
publishers that sell directly to reseller customers and end-users.

FACILITIES

Ingram Micro's worldwide executive headquarters, as well as its West Coast
sales and support offices, are located in Santa Ana, California. The Company
also maintains an East Coast operations center in Buffalo, New York. A new
United States distribution center in Millington, Tennessee is expected to be
completed in April 1997, adding 600,000 square feet to the Company's warehouse
capacity. This distribution center will be strategically located near several
major transportation hubs and is expected to benefit from lower regional labor
costs. The U.S. network of distribution centers permits Ingram Micro to keep an
extensive supply of product close to its reseller customers, which enables the
Company to provide approximately two-thirds of its U.S. reseller customers with
one-day ground delivery and substantially all with two-day ground delivery.

42
<PAGE> 45

The principal properties of the Company consist of the following:

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USE FLOOR AREA IN SQ. FT.
- ------------------------------ ----------------------------------------- ---------------------
<S> <C> <C>
U.S.
Santa Ana, CA................. Executive offices 389,245
Buffalo, NY................... Offices 175,000
Nashville, TN................. Data Processing Center 11,782
Millington, TN................ Distribution Center (under construction) 600,000
Chicago/Buffalo Grove, IL..... Distribution Centers 394,359
Fullerton, CA................. Distribution Center 273,760
Harrisburg, PA................ Distribution Center 230,000
Memphis, TN................... Distribution Center 160,000
Fremont, CA................... Distribution Center 141,540
Carrollton, TX................ Distribution Center 121,654
Atlanta, GA................... Distribution Center 83,049
Miami, FL..................... Distribution Center, Offices 52,080
Santa Ana, CA................. Returns Center, Offices 114,500
Fremont, CA................... Freight Consolidation Center 58,435
EUROPE
Brussels, Belgium............. Offices 33,600
Birkerod, Denmark............. Offices 22,281
Taastrup, Denmark............. Distribution Center 21,699
Lesquin, France............... Offices 27,356
Paris, France................. Offices 2,476
Roncq, France................. Distribution Center 96,000
Ottobrunn, Germany............ Offices 32,221
Kirchheim, Germany............ Distribution Center 75,904
Milan, Italy.................. Offices 17,114
Milan, Italy.................. Distribution Center 44,669
Rome, Italy................... Distribution Center 10,225
Utrecht, Netherlands.......... Offices 30,999
Vianen, Netherlands........... Distribution Center 61,149
Oslo, Norway.................. Offices, Distribution Center 32,087
Madrid, Spain................. Offices 2,476
Barcelona, Spain.............. Offices, Distribution Center 58,387
Kista, Sweden................. Offices 26,371
Sollentuna, Sweden............ Distribution Center 43,126
Milton Keynes, U.K............ Offices, Distribution Center 189,983
CANADA
Toronto, Ontario.............. Offices, Distribution Center 250,000
Vancouver, B.C................ Offices, Distribution Center 85,700
Montreal, Quebec.............. Offices 12,000
MEXICO
Mexico City, D.F.............. Offices, Distribution Center 65,695
Puebla, Puebla................ Offices, Distribution Center 11,679
</TABLE>

43
<PAGE> 46

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USE FLOOR AREA IN SQ. FT.
- ------------------------------ ----------------------------------------- ---------------------
<S> <C> <C>
Leon, Guanajuato.............. Offices, Distribution Center 11,206
Guadalajara, Jalisco.......... Offices, Distribution Center 9,967
Merida, Yucatan............... Offices, Distribution Center 6,437
Monterrey, Nuevo Leon......... Offices, Distribution Center 6,039
Hermosillo, Sonora............ Offices, Distribution Center 5,156
ASIA
Singapore..................... Offices, Distribution Center 20,989
Kuala Lumpur, Malaysia........ Offices, Distribution Center 6,000
Tokyo, Japan.................. Offices 720
</TABLE>

All of the Company's current and planned facilities, with the exception of
the Brussels office and the warehouse in Roncq, France, are leased. These leases
have varying terms. The Company does not anticipate any material difficulty in
renewing any of its leases as they expire or securing replacement facilities, in
each case on commercially reasonable terms.

TRADEMARKS AND SERVICE MARKS

The Company holds various trademarks and service marks, including, among
others, "Ingram Micro," "IMpulse," the Ingram Micro logo, "Partnership America,"
and "Leading the Way in Worldwide Distribution." Certain of these marks are
registered, or are in the process of being registered, in the United States and
various foreign countries. Even though the Company's marks may not be registered
in every country where the Company conducts business, in many cases the Company
has acquired rights in those marks because of its continued use of them.
Management believes that the value of the Company's marks is increasing with the
development of its business but that the business of the Company as a whole is
not materially dependent on such marks.

EMPLOYEES

As of March 30, 1996, the Company had approximately 7,604 associates
located as follows: United States -- 4,774, Europe -- 1,665, Canada -- 719,
Mexico -- 394, and Singapore -- 52. Ingram Micro believes that its success
depends on the skill and dedication of its associates. The Company strives to
attract, develop, and retain outstanding personnel. None of the Company's
associates in the U.S., Europe, Canada, Malaysia, and Singapore are represented
by unions. In Mexico, Ingram Dicom has collective bargaining agreements with one
of the national unions. The Company considers its employee relations to be good.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a
party or to which any of its property is subject.

44
<PAGE> 47

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to each
person who is an executive officer or director of the Company:

<TABLE>
<CAPTION>
NAME AGE PRESENT AND PRIOR POSITIONS HELD(1)(2) YEARS POSITIONS HELD
- ------------------------ --- ----------------------------------------- ----------------------------

<S> <C> <C> <C> <C> <C>
Martha R. Ingram(2)(3) 61 Chairman of the Board of Directors May 1996 - Present
Chairman of the Board of Directors, June 1995 - Present
Ingram Industries
Director, Ingram Industries 1981 - Present
Chief Executive Officer, Ingram Apr. 1996 - Present
Industries
Director of Public Affairs, Ingram 1979 - June 1995
Industries
John R. Ingram(2) 34 Acting Chief Executive Officer May 1996 - Present
Director Dec. 1994 - Present
Co-President, Ingram Industries Jan. 1996 - Present
President, Ingram Book Company Jan. 1995 - Present
Vice President, Purchasing, Ingram Micro Jan. 1994 - Dec. 1994
Europe
Vice President, Management Services, July 1993 - Dec. 1993
Ingram Micro Europe
Director of Management Services, Ingram Jan. 1993 - June 1993
Micro Europe
Director of Purchasing Apr. 1991 - Dec. 1992
Jeffrey R. Rodek 43 President; Chief Operating Officer; Jan. 1995 - Present
Director
Senior Vice President, Americas and July 1991 - Sept. 1994
Caribbean, Federal Express, an
overnight courier firm
Senior Vice President, Central Support Dec. 1989 - July 1991
Services, Federal Express
David R. Dukes(4) 52 Vice Chairman Apr. 1996 - Present
Co-Chairman Jan. 1992 - Apr. 1996
Chief Executive Officer, Ingram Alliance Jan. 1994 - Present
Director Sept. 1989 - Present
President Sept. 1989 - Dec. 1991
Sanat Dutta 47 Executive Vice President Aug. 1994 - Present
Senior Vice President, Operations May 1988 - Aug. 1994
John Wm. Winkelhaus, II 45 Executive Vice President; President, Jan. 1996 - Present
Ingram Micro Europe
Senior Vice President, Ingram Micro Feb. 1992 - Dec. 1995
Europe
Senior Vice President, Sales Apr. 1989 - Jan. 1992
Michael J. Grainger 44 Chief Financial Officer May 1996 - Present
Vice President and Controller, Ingram July 1990 - Present
Industries
James E. Anderson, Jr. 48 Senior Vice President, Secretary, and Jan. 1996 - Present
General Counsel
Director, Ingram Entertainment Jan. 1996 - Present
Vice President, Secretary, and General Sept. 1991 - Present
Counsel, Ingram Industries
Partner, Dearborn & Ewing, a law firm Jan. 1986 - Sept. 1991
Douglas R. Antone 43 Senior Vice President; President, Ingram June 1994 - Present
Alliance
Senior Vice President, Worldwide Sales Nov. 1993 - May 1994
and Marketing, Borland International, a
software development company
Senior Vice President, Worldwide Sales, July 1990 - Nov. 1993
Borland International
Larry L. Elchesen 46 Senior Vice President June 1994 - Present
President, Ingram Micro Canada May 1989 - Present
</TABLE>

45
<PAGE> 48

<TABLE>
<CAPTION>
NAME AGE PRESENT AND PRIOR POSITIONS HELD(1)(2) YEARS POSITIONS HELD
- ------------------------ --- ----------------------------------------- ----------------------------

<S> <C> <C> <C> <C> <C>
Philip D. Ellett 42 Senior Vice President; General Manager, Jan. 1996 - Present
U.S. Consumer Markets Division
President, Gates/Arrow, an electronics Aug. 1994 - Dec. 1995
distributor
President and Chief Executive Officer, Oct. 1989 - Aug. 1994
Gates/F.A. Distributing, Inc.
David M. Finley 55 Senior Vice President, Human Resources July 1996 - Present
Senior Vice President, Human Resources, May 1995 - July 1996
Budget Rent a Car, a car rental company
Vice President, Human Resources, The Jan. 1977 - May 1995
Southland Corporation, a convenience
store company
Robert Furtado 40 Senior Vice President, Operations Aug. 1994 - Present
Vice President, Operations July 1989 - Aug. 1994
Robert Grambo 32 Senior Vice President, Telesales Oct. 1995 - Present
Vice President, Sales Apr. 1994 - Sept. 1995
Vice President, Product Marketing Apr. 1993 - Mar. 1994
President, Bloc Publishing Corp., a Apr. 1992 - Apr. 1993
software publishing firm
Senior Director, Purchasing, Ingram Micro Jan. 1990 - Apr. 1992
Ronald K. Hardaway 52 Senior Vice President; Chief Financial Jan. 1992 - Present
Officer, Ingram Micro U.S.
Senior Vice President and Controller June 1990 - Jan. 1992
Gregory J. Hawkins 41 Senior Vice President, Sales Oct. 1995 - Present
Vice President, Sales Jan. 1993 - Oct. 1995
Vice President, Major Accounts Aug. 1992 - Jan. 1993
Director, Major Accounts, Consumer June 1992 - Aug. 1992
Markets
Director, Marketing Jan. 1991 - June 1992
James M. Kelly 60 Senior Vice President, Management Feb. 1991 - Present
Information Systems
David W. Rutledge 43 Senior Vice President, Asia Pacific, Jan. 1996 - Present
Latin America and Export Markets
Senior Vice President, Administration Sept. 1991 - Dec. 1995
Vice President, Secretary, and General Jan. 1986 - Sept. 1991
Counsel, Ingram Industries
David B. Ingram(2) 33 Director May 1996 - Present
Chairman and President, Ingram Mar. 1996 - Present
Entertainment
President and Chief Operating Officer, Aug. 1994 - Mar. 1996
Ingram Entertainment
Vice President, Major Accounts, Ingram Nov. 1993 - Aug. 1994
Entertainment
Assistant Vice President, Sales, Ingram June 1992 - Nov. 1993
Entertainment
Director, Sales, Ingram Entertainment July 1991 - June 1992
Philip M. Pfeffer 51 Director 1986 - Present
President and Chief Operating Officer, May 1996 - Present
Random House Inc., a publishing company
Executive Vice President, Ingram Dec. 1981 - Mar. 1996
Industries
Chairman and CEO, Ingram Distribution Dec. 1981 - Dec. 1995
Group Inc.
Chairman, Ingram Micro Holdings Inc. Apr. 1989 - Oct. 1995
</TABLE>

- ---------------
(1) The first position and any other positions not given a separate corporate
identification are with the Company.

(2) Martha R. Ingram is the mother of David B. Ingram and John R. Ingram. There
are no other family relationships among the above individuals.

(3) Martha R. Ingram is a director of the following public companies: Baxter
International, First American Corporation, and Weyerhauser.

(4) David R. Dukes is a director of National Education Corporation.

46
<PAGE> 49

BOARD OF DIRECTORS

The Board of Directors currently consists of six individuals. The Company's
Certificate of Incorporation provides for a Board of Directors of up to eight
individuals. It is currently contemplated that at least one additional,
independent director will be appointed to the Board of Directors shortly after
completion of this offering. The Board Representation Agreement is expected to
provide for the designation of four independent directors and not more than
three family directors so long as the Ingram Stockholders and their permitted
transferees (as defined therein) own in excess of 25,000,000 shares of the
Common Equity. Directors designated by the Ingram Stockholders may include
Martha R. Ingram, any of her legal descendants, or any of their respective
spouses. See "The Split-Off -- The Exchange."

COMMITTEES. There are currently no committees of the Board of Directors. It
is contemplated that, shortly after the closing of this offering, the Board of
Directors will establish an Audit Committee, a Compensation Committee, and a
Nominating Committee. The functions of the Audit Committee will be to recommend
annually to the Board of Directors the appointment of the independent auditors
of the Company, discuss and review in advance the scope and the fees of the
annual audit and review the results thereof with the independent auditors,
review and approve non-audit services of the independent auditors, review
compliance with existing major accounting and financial reporting policies of
the Company, review the adequacy of the financial organization of the Company,
and review management's procedures and policies relating to the adequacy of the
Company's internal accounting controls and compliance with applicable laws
relating to accounting practices.

The functions of the Compensation Committee will be to review and approve
annual salaries, bonuses, and grants of stock options pursuant to the 1996 Plan
for all executive officers and key members of the Company's management staff and
to review and approve the terms and conditions of all employee benefit plans or
changes thereto.

The function of the Nominating Committee will be to recommend to the full
Board of Directors nominees for election as directors of the Company.

COMPENSATION OF DIRECTORS. Directors of the Company do not currently
receive a salary or an annual retainer for their services. The Company expects
that following this offering, directors who are not employees of the Company
will be paid an annual retainer, plus reimbursement for expenses incurred in
attending meetings of the Board of Directors and committees thereof. In
addition, it is contemplated that such directors will receive options to
purchase Common Equity. The specific terms and conditions of such compensation
have not yet been decided. Directors who are also employees of the Company will
not receive any additional compensation for serving on the Board of Directors.

47
<PAGE> 50

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table provides information
relating to compensation for the year ended December 30, 1995 for the Company's
former Chief Executive Officer and the other four most highly compensated
executive officers of the Company (collectively, the "Named Executive Officers")
for services rendered by each Named Executive Officer during the year ended
December 30, 1995. A portion of this compensation was paid by Ingram Industries
and was included as a factor in the determination of intercompany charges paid
by the Company to Ingram Industries.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------
AWARDS
--------------- ALL
ANNUAL COMPENSATION SECURITIES OTHER
-------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION(S) YEAR(1) SALARY($)(2) BONUS($)(3) OPTIONS/SARS(#) ($)(4)
- ----------------------------------- ------- ------------ ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Linwood A. (Chip) Lacy, Jr.(5)..... 1995 $558,000 $ 414,057 -- $ 28,617
Former Chief Executive Officer
and Former Chairman of the Board
of Directors
Jeffrey R. Rodek................... 1995 392,820 267,089 240,258(6) 163,649
President, Chief Operating
Officer, and Director
David R. Dukes..................... 1995 260,130 205,611 -- 10,607
Vice Chairman of the Company,
Chief Executive Officer of Ingram
Alliance, and Director
Sanat Dutta........................ 1995 263,500 213,593 -- 12,365
Executive Vice President
John Wm. Winkelhaus, II............ 1995 250,000 130,441 -- 124,287
Executive Vice President and
President, Ingram Micro Europe
</TABLE>

- ---------------

(1) Under rules promulgated by the Securities and Exchange Commission, since the
Company was not a reporting company during the three immediately preceding
fiscal years, only the information with respect to the most recent completed
fiscal year is reported in the Summary Compensation Table.

(2) Includes amounts deferred under qualified and nonqualified defined
contribution compensation plans and pretax insurance premium amounts.

(3) Reflects amounts paid in 1996 in respect of the fiscal year ended December
30, 1995.

(4) Includes the following amounts: Mr. Lacy (group term life insurance, $3,600;
employer thrift plan contributions, $20,625; relocation, $4,392); Mr. Rodek
(group term life insurance, $1,632; employer thrift plan contributions,
$11,631; relocation, $150,386); Mr. Dukes (group term life insurance,
$1,152; employer thrift plan contributions, $9,455); Mr. Dutta (group term
life insurance, $2,784; employer thrift plan contributions, $9,581); and Mr.
Winkelhaus (group term life insurance, $1,006; employer thrift plan
contributions, $6,211; and expatriate compensatory payments, $117,070).

(5) Mr. Lacy was an employee of Ingram Industries at all times during 1995. All
amounts shown for Mr. Lacy were paid by Ingram Industries, and a portion of
such amounts is reflected in the Company's consolidated statement of income
under charges allocated from Ingram Industries.

(6) Represents options exercisable for 175,000 shares of Ingram Industries
common stock, which will be converted into options exercisable for 240,258
shares of Class B Common Stock in connection with the Split-Off.

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<PAGE> 51

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 December 30, 1995.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL
------------------------------------------------- REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE
UNDERLYING EMPLOYEES OF EXERCISE APPRECIATION FOR
OPTIONS/ THE COMPANY OR BASE OPTION TERM
SARS IN FISCAL PRICE EXPIRATION -------------------
NAME GRANTED YEAR ($/SH) DATE 5%($) 10%($)
- ---------------------------------- ---------- ------------ -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Linwood A. (Chip) Lacy, Jr. ...... -- -- -- -- -- --
Jeffrey R. Rodek(2)............... 240,258 22.95% $ 2.85 1/1/03 $326,532 $782,100
David R. Dukes.................... -- -- -- -- -- --
Sanat Dutta....................... -- -- -- -- -- --
John Wm. Winkelhaus, II........... -- -- -- -- -- --
</TABLE>

- ---------------

(1) The Company has, since December 30, 1995, granted certain options to
purchase Class B Common Stock, including options to purchase 100,000,
35,000, 40,000, and 40,000 shares, respectively, to Messrs. Rodek, Dukes,
Dutta, and Winkelhaus. See "-- 1996 Plan -- Options."

(2) Represents options exercisable for 175,000 shares of Ingram Industries
common stock, which will be converted into options exercisable for 240,258
shares of Class B Common Stock in connection with the Split-Off. Mr. Rodek's
options vest according to the following schedule: 34,324 shares on January
1, 1997, 60,064 shares on January 1, 1998, 60,064 shares on January 1, 1999,
60,064 shares on January 1, 2000, and 25,742 shares on January 1, 2001.

STOCK OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTIONS/SAR VALUES. The following table provides information relating to stock
options and ISUs exercised by the Named Executive Officers during the year ended
December 30, 1995, as well as the number and value of securities underlying
unexercised stock options held by the Named Executive Officers as of December
30, 1995.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON AT YEAR END AT YEAR END
EXERCISE VALUE ------------------- ----------------
DURING REALIZED EXERCISABLE/ EXERCISABLE/
NAME 1995(1)(2) ($)(3) UNEXERCISABLE(2) UNEXERCISABLE
- ------------------------------ --------- ---------- ------------------- ----------------
<S> <C> <C> <C> <C>
Linwood A. (Chip) Lacy,
Jr. ........................ 1,613,158(4) $2,917,808 46,875/372,315(5) $87,656/$554,749(5)
Jeffrey R. Rodek.............. -- -- 0/274,580 0/214,400
David R. Dukes................ -- 518,063 30,032/278,184 41,097/570,335
Sanat Dutta................... -- -- 0/258,105 0/455,656
John Wm. Winkelhaus, II....... -- 278,600 0/244,376 0/450,216
</TABLE>

- ---------------

(1) Excludes Ingram Industries ISUs held by Messrs. Lacy, Dukes, and Winkelhaus
that matured in 1995 and were settled in cash.

(2) Reflects the conversion of shares of Ingram Industries common stock, or
options exercisable for shares of Ingram Industries common stock, into
shares of Class B Common Stock, or options exercisable for shares of Class B
Common Stock, in connection with the Split-Off.

(3) Includes $830,408, $518,063, and $278,600 paid to Messrs. Lacy, Dukes, and
Winkelhaus, respectively, in connection with the settlement of ISUs.

(4) 1,544,513 of such shares were acquired from the E. Bronson Ingram Charitable
8% Remainder Unitrust and were deemed to be acquired from the Company.

(5) Excludes options exercisable for 12,731/101,121 shares of Ingram Industries
common stock with a value of $74,858/$540,997.

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<PAGE> 52

PENSION PLAN

None of the Named Executive Officers other than Mr. Lacy participates in
the tax-qualified Ingram Retirement Plan and the non-qualified Ingram
Supplemental Executive Retirement Plan (the "Retirement Plans") sponsored by
Ingram Industries. At the time he left the Company, Mr. Lacy had earned one year
of credited service under the Retirement Plans.

Mr. Lacy's benefit from the Retirement Plans will be in the form of a
deferred annuity. At age 65, his life only annuities would be $178.70 per month
from the Ingram Retirement Plan and $539.70 per month from the Ingram
Supplemental Executive Retirement Plan. It is anticipated that the Company will
establish a qualified plan similar to the Ingram Industries qualified plan. None
of the Named Executive Officers will participate in the Company's qualified
retirement plan.

EMPLOYMENT AGREEMENTS

In 1994, the Company entered into an agreement with Mr. Rodek pursuant to
which he agreed to serve as President and Chief Operating Officer of the Company
and as a member of the Company's Board of Directors. The agreement provides for
a base salary, participation in the Company's Executive Incentive Bonus Plan,
and participation in the Company's health and benefit programs. Mr. Rodek will
receive a severance benefit equal to his annual base salary if the Company
terminates his employment without cause prior to January 1, 1998.

In 1988, the Company entered into an agreement with Mr. Dutta pursuant to
which he agreed to serve as Senior Vice President-Operations. The agreement
provided for a base salary, participation in the Company's Executive Incentive
Bonus Plan, and participation in the Company's health and benefit programs. Mr.
Dutta will receive a severance benefit of nine months' base salary if he is
terminated without cause or 12 months' base salary if he is involuntarily
terminated or has a substantial change in title or reduction of salary within 12
months of a change in control (as defined in the agreement).

Mr. Lacy resigned as Chairman and Chief Executive Officer of the Company
effective May 31, 1996. Pursuant to an agreement (the "Severance Agreement"),
Mr. Lacy resigned from all positions with the Company, and resigned from all
positions with Ingram Industries and its other subsidiaries, except that My.
Lacy will remain a director of Ingram Industries until December 31, 1997, unless
earlier removed in accordance with the bylaws of Ingram Industries. In addition,
Mr. Lacy has agreed to serve as a director of the Company, if so requested by
Ingram Industries, until December 31, 1997.

Pursuant to the Severance Agreement, Mr. Lacy has agreed to cooperate with
the Company and Ingram Industries in connection with the consummation of the
Split-Off and this offering. Mr. Lacy has also agreed not to use or disclose
confidential information relating to the Company. Furthermore, Mr. Lacy has
agreed that until November 30, 1998, he will not compete with the Company or
solicit for hire any person who was or becomes an employee of the Company
between December 1, 1995 and June 1, 1998. Mr. Lacy has also agreed to similar
restrictions with respect to the businesses of Ingram Industries and its other
subsidiaries.

The Company will pay Mr. Lacy one year's salary at the level in effect as
of the date of his resignation, and has paid Mr. Lacy $272,000, his earned bonus
for the first five months of 1996. In addition, the Severance Agreement provides
for the continuation of certain health and life insurance benefits for a period
of 12 months from the date thereof. Mr. Lacy will also receive certain payments
from Ingram Industries.

The shares of Ingram Industries owned by Mr. Lacy will be converted into
shares of Class B Common Stock in connection with the Exchange. These shares
have been placed in an escrow account, although Mr. Lacy will be permitted to
sell such shares, subject to applicable tax and securities laws, provided that
the after-tax proceeds of such sales remain in the escrow account. If at any
time prior to December 1, 1998, Mr. Lacy breaches the terms and conditions of
the Severance Agreement, the Company shall have the right to be reimbursed for
its damages from this escrow account. Furthermore, Ingram Industries and the
Company may suspend any payments or obligations otherwise owed to Mr. Lacy. If
not earlier released due to the death of Mr. Lacy or a Change of Control (as
defined therein), fifty percent of the escrow account will be released on June
1, 1998 and the remainder on December 1, 1998.

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<PAGE> 53

KEY EMPLOYEE STOCK PURCHASE PLAN

Employee Offering As of April 30, 1996, the Board of Directors of the
Company adopted, and Ingram Industries, as the sole stockholder of the Company,
approved, the Key Employee Stock Purchase Plan (the "Stock Purchase Plan"). In
the second quarter of 1996, the Company offered (the "Employee Offering")
approximately 3,000,000 shares of its Class B Common Stock, of which 2,775,000
shares were purchased, in reliance upon Regulation D and Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), for $19,425,000, to
certain of its officers. Up to an additional 1,118,000 shares remain available
for issuance pursuant to the Stock Purchase Plan. The shares issued thereby are
subject to vesting, certain restrictions on transfer, and repurchase by the
Company upon termination of employment.

Restricted Stock Grants The Company also made grants pursuant to the Stock
Purchase Plan of an aggregate of 107,000 restricted shares of Class B Common
Stock to certain officers and employees of the Company, which shares will vest
25% on April 1, 1998 and each year thereafter through 2001. Prior to vesting,
such shares are subject to forfeiture to the Company, with no consideration paid
to the holder thereof, upon termination of the holder's employment.

1996 PLAN

As of April 30, 1996, the Board of Directors of the Company adopted, and
Ingram Industries, as the sole stockholder of the Company, approved, the 1996
Equity Incentive Plan (the "1996 Plan"). The Company currently intends to amend
the 1996 Plan, primarily to change the allowable vesting schedule for options
granted under the 1996 Plan and to permit options to be granted to purchase
shares of the Common Stock. Options granted prior to the closing of this
offering will continue to be governed by the 1996 Plan as in effect prior to the
amendment of the 1996 Plan concurrently with the closing of this offering.

The purpose of the 1996 Plan is to attract and retain key personnel and to
enhance their interest in the Company's continued success.

The 1996 Plan is administered by the Board of Directors of the Company or a
committee appointed thereby (the "Committee"). The Committee has broad
discretion, subject to contractual restrictions affecting the Company, as to the
specific terms and conditions of each award and any rules applicable thereto,
including but not limited to the effect thereon of the death, retirement, or
other termination of employment of the participant.

The 1996 Plan permits the granting of (i) stock options that qualify as
"Incentive Stock Options" under the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), (ii) options other than Incentive Stock Options
("Nonqualified Stock Options"), (iii) SARs granted either alone or in tandem
with other awards under the 1996 Plan, (iv) restricted stock and restricted
stock units, (v) performance awards, and (vi) other stock-based awards. The
Company has reserved 10,000,000 shares of Class B Common Stock to cover awards
under the Plan.

The Board of Directors may amend, alter, or terminate the 1996 Plan at any
time, provided that stockholder approval generally must be obtained for any
change that would require stockholder approval under Rule 16b-3 under the
Exchange Act or any other regulatory or tax requirement that the Board deems
desirable to comply with or obtain relief under and subject to the requirement
that no rights under an outstanding award may be impaired by such action without
the consent of the holder thereof. The Committee may amend or modify the terms
of any outstanding award but only with the consent of the participant if such
amendment would impair his rights. In the event of certain corporate
transactions or events affecting the shares or the structure of the Company, the
Committee may make certain adjustments as set forth in the Plan.

The 1996 Plan is not subject to any provision of ERISA and is not qualified
under Section 401(a) of the Code.

OPTIONS. On June 25, 1996, the Company granted options to purchase an
aggregate of approximately 4,900,000 shares of Class B Common Stock under the
1996 Plan to all full-time employees of the Company who had at such time been
continuously employed by the Company since January 1, 1996, as well as to
certain

51
<PAGE> 54

employees of the Company, at the director level and above, who began employment
with the Company at a later date. The exercise price of these options is $7.00
per share. These options, which are Incentive Stock Options to the extent
permitted under the terms of the 1996 Plan and the Code, will vest as follows:
(i) for officers of the Company, in four equal annual installments commencing on
April 1, 1998, and (ii) for non-officers, in five equal annual installments
commencing on April 1, 1997, in each case subject to continued employment with
the Company.

EXECUTIVE INCENTIVE BONUS PLAN

All officers of the Company are eligible to participate in the Company's
Executive Incentive Bonus Plan (the "Bonus Plan"). Pursuant to the Bonus Plan,
officers receive bonus payments based on the Company's meeting or exceeding
budgeted results, as well as individual achievement of previously agreed upon
goals.

ROLLOVER PLAN; INCENTIVE STOCK UNITS

In connection with the Split-Off, Ingram Industries options held by the
Company's employees and certain other Ingram Industries options and SARs will be
converted to Ingram Micro options ("Rollover Stock Options") to purchase shares
of Class B Common Stock. In addition, holders of 300,000 Ingram Industries ISUs
will have the option to exchange a portion of their ISUs for Rollover Stock
Options. See "The Split-Off -- The Exchange." Upon conversion, assuming all
eligible ISUs are exchanged, approximately 11,000,000 Rollover Stock Options
will be outstanding. The Rollover Stock Options have exercise prices ranging
from $0.66 to $3.32 per share. See "The Split-Off -- The Exchange." The majority
of these options will be fully vested by the year 2000 and expire no later than
ten years from the date of grant. These vested options generally become
exercisable, if otherwise vested, upon the earlier of (i) nine months after the
Split-Off or (ii) a public offering of the shares, in each case subject to the
optionee's continued employment with any of the Company, Ingram Industries, or
Ingram Entertainment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors of the Company does not currently maintain a
separate compensation committee. Historically, base compensation of officers of
the Company, and Mr. Lacy's compensation under the Bonus Plan, has been
determined by the Executive Compensation Committee of the Ingram Industries
board of directors, which in 1995 consisted of E. Bronson Ingram, until his
resignation from the Board in May, and Messrs. Lacy and Pfeffer. Mr. Lacy did
not participate in the determination of his compensation. Compensation under the
Bonus Plan for all officers of the Company other than Mr. Lacy was determined by
the entire Board of Directors of the Company.

EMPLOYEE AND PRIORITY OFFERS

EMPLOYEE DIRECTED OFFER

Up to shares of Common Stock offered in this offering (the "Employee
Shares") have been reserved for certain employees of the Company. Each such
person may apply to purchase a minimum of
and a maximum of shares of the Common Stock offered hereby at the initial
public offering price and on the same terms and conditions as offered to the
general public.

PRIORITY OFFER

Up to shares of Common Stock offered in this offering (the "Priority
Shares") have been reserved pursuant to a priority allocation offer (the
"Priority Offer"). The Priority Offer is being made to certain customers and
vendors of the Company, as well as to certain other individuals, including
certain employees of Ingram Industries and Ingram Entertainment. Each such
person may apply to purchase a minimum of and a maximum of shares of
the Common Stock offered hereby at the initial public offering price and on the
same terms and conditions as offered to the general public.

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<PAGE> 55

In the event that the demand for Priority Shares exceeds the number of
shares of Common Stock available under the Priority Offer, the maximum number of
Priority Shares available to each individual will be reduced to the extent
necessary so that the total subscriptions equal the number of available Priority
Shares. Applications for a number of shares that is less than the new maximum
individual application size will be unaffected thereby.

CERTAIN TRANSACTIONS

Historically, Ingram Industries has provided certain administrative
services to the Company. The Company is allocated a portion of the costs of
these administrative services. This allocation totaled $1.6 million, $2.4
million, $3.5 million, and $1.6 million in 1993, 1994, 1995, and the first
quarter of 1996, respectively. In connection with the Split-Off, the Company
will enter into the Transitional Service Agreements with Ingram Industries
relating to the continued provision of certain administrative services. The
Company believes that the terms of the Transitional Service Agreements will be
on a basis at least as favorable as those that would be obtained from third
parties on an arm's length basis. The Transitional Service Agreements terminate
on December 31, 1996, although payroll services under the Transitional Service
Agreements will be provided through December 31, 1997. After such termination,
the Company will be required to provide such services internally or find a
third-party provider of such services.

Additionally, Ingram Industries has provided a large portion of the debt
financing required by the Company in connection with its expansion. As of
December 31, 1994, December 30, 1995, and March 30, 1996, $449.4 million, $673.8
million, and $617.9 million, respectively, was outstanding to Ingram Industries.
Interest on such debt has been charged based on Ingram Industries' domestic
weighted average cost of funds. See Note 6 of Notes to Consolidated Financial
Statements. In connection with the Split-Off, substantially all of the debt
facilities of Ingram Industries guaranteed by the Company will be assumed by the
Company in satisfaction of amounts due to Ingram Industries. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

The Company leases certain office space near Buffalo, New York from a
partnership owned by certain Ingram family members. The lease agreement expires
January 31, 2013 and requires annual rental payments of approximately $1.6
million. The Company subleases its facilities in Santa Ana, California and
Harrisburg, Pennsylvania from Ingram Industries pursuant to a sublease which
expires March 1, 2007. The sublease agreement requires annual rental payments of
approximately $2.1 million. In connection with the Split-Off, it is anticipated
that the Company will enter into a direct lease agreement with the present
lessor to Ingram Industries under terms and conditions similar to the sublease.
The Company's lease for its distribution center in Millington, Tennessee is
guaranteed by Ingram Industries. This guarantee provides for the release of
Ingram Industries' guarantee upon satisfaction by the Company of certain
financial requirements specified in the guarantee including consummation of an
initial public offering of at least $300 million. Certain of the Company's other
leases are guaranteed by Ingram Industries. The Company anticipates that such
guarantees will be released in connection with the Split-Off.

The Company extended a loan during 1995 to one of its senior executive
officers. The largest aggregate amount outstanding at any time during 1995 was
$450,000, and the aggregate amount outstanding under this loan as of March 30,
1996 was $56,096. This loan bears interest at the intercompany rate of interest
paid by the Company to Ingram Industries.

In connection with the Split-Off, it is expected that the Company, the
Ingram Stockholders, and all other stockholders of Ingram Industries
participating in the Exchange will enter into agreements relating to board
representation and registration rights with respect to Common Stock held by the
Ingram Stockholders (including shares of Common Stock issued upon conversion of
Class B Common Stock). See "The Split-Off."

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<PAGE> 56

THE SPLIT-OFF

The Split-Off consists of the Exchange and the Reorganization. The
following is a summary of certain of the material terms of the Split-Off.

THE EXCHANGE

In conjunction with the Reorganization, it is contemplated that Ingram
Industries will consummate the Exchange, under an Exchange Agreement (the
"Exchange Agreement"), pursuant to which the existing stockholders of Ingram
Industries may exchange a specified number of their shares of Ingram Industries
common stock for shares of Class B Common Stock of the Company and/or common
stock of Ingram Entertainment of equivalent value to the shares of Ingram
Industries so exchanged. See "Principal Stockholders." If all eligible
stockholders were to exchange all of their shares of Ingram Industries common
stock eligible to be exchanged, they would receive approximately 108,000,000
shares of Class B Common Stock. The exchange values were determined by the board
of directors of Ingram Industries, which relied in part on an opinion of a
financial advisor to the effect that the Exchange was fair to all involved
parties. In the Exchange Agreement, the Company covenants that, during the
two-year period following the Exchange, it will not (i) liquidate, merge, or
consolidate with any other person, or sell, exchange, distribute, or dispose of
any material asset other than in the ordinary course of business, (ii) with
certain limited exceptions, redeem or reacquire any of its capital stock
transferred in the Exchange, (iii) cease to conduct the principal active trade
or business conducted by it during the five years immediately preceding the
Exchange, or (iv) otherwise take any actions inconsistent with the facts and
representations set forth in the private letter ruling from the U.S. Internal
Revenue Service (the "IRS") regarding certain federal income tax consequences of
the Reorganization and Exchange, in each case unless it first obtains an opinion
from recognized tax counsel or a ruling from the IRS that such action will not
affect the qualification of the transactions contemplated by the Exchange
Agreement for tax-free treatment.

Certain outstanding Ingram Industries options and SARs will be converted
to, and certain Ingram Industries ISUs may be exchanged for, Rollover Stock
Options. If all eligible ISUs are exchanged, the total number of Rollover Stock
Options outstanding would be exercisable for the purchase of approximately
11,000,000 shares of Class B Common Stock. See "Management -- Rollover Plan;
Incentive Stock Units."

The Company and the Ingram Stockholders are expected to enter into the
Board Representation Agreement, which will provide that there will be eight
nominees for election to the Company's Board of Directors (the "Designated
Nominees"). The Designated Nominees will consist of three individuals designated
by the Ingram Stockholders (who may include Martha R. Ingram, any of her legal
descendants, or any of their respective spouses), one individual designated by
the Company's chief executive officer, and four individuals who shall (i) not be
executive officers or other employees of the Company; (ii) not be Martha R.
Ingram, any of her legal descendants, or any of their respective spouses; and
(iii) not have an economic relationship with the Company or its affiliates other
than as a director or a holder of an equity interest or options to acquire an
equity interest in the Company.

The Ingram Stockholders will be required to vote their shares of Common
Equity for the election of the Designated Nominees. In addition, certain types
of corporate transactions, including transactions involving the potential sale
or merger of the Company; the issuance of additional equity, warrants, or
options; and the incurrence of significant indebtedness, may not be approved
without the written consent of at least a majority of the voting power held by
the Ingram Stockholders, acting in their sole discretion.

The Board Representation Agreement will terminate on the date on which the
Ingram Stockholders and their permitted transferees collectively cease to
beneficially own at least 25,000,000 shares of the Common Equity of the Company
(as such number may be equitably adjusted to reflect stock splits, stock
dividends, recapitalization, and other transactions in the capital stock of the
Company).

The Ingram Stockholders and the other stockholders of Ingram Industries who
will receive shares of Class B Common Stock in the Exchange will enter into a
registration rights agreement (the "Registration

54
<PAGE> 57

Rights Agreement") which grants the E. Bronson Ingram QTIP Marital Trust (the
"QTIP Trust") demand registration rights following the completion of this
offering. Such demand registration rights may be exercised with respect to all
or any portion (subject to certain minimum thresholds) of the shares of Class B
Common Stock owned by the QTIP Trust, one or more of the other Ingram
Stockholders and certain of their permitted transferees on up to three occasions
during the 84-month period following the completion of this offering; provided
that the Company shall not be obligated to effect (i) any registration requested
by the QTIP Trust unless the QTIP Trust has furnished Ingram Micro with an
opinion of counsel to the effect that such registration and any subsequent sale
shall not affect the tax-free nature of the Split-Off or (ii) more than one
demand registration during any 12-month period.

The Registration Rights Agreement also grants one demand registration right
to certain minority stockholders of the Company if a change of control of the
Company occurs following the completion of this offering but prior to the second
anniversary of the Split-Off Date. Such minority stockholders will not be
entitled to this registration right if they were offered the opportunity to
participate in the change of control transaction.

The Registration Rights Agreement restricts the exercise by any party
thereto of a demand registration right, and provides that the Company will not
grant any registration rights to any other person that are more favorable than
those granted pursuant to the Registration Rights Agreement or that provide for
the exercise of demand registration rights sooner than three months following a
public offering in which such person was entitled to include its shares, unless
the number of shares requested to be included in such public offering exceeded
125% of the number of shares actually included.

In addition, the Registration Rights Agreement provides that the parties
thereto shall be entitled to unlimited "piggyback" registration rights in
connection with any proposed registration of equity securities by the Company
(with certain specified exceptions) during the 84-month period following the
completion of this offering.

The Registration Rights Agreement contains provisions regarding reduction
of the size of an offering that has been determined by the underwriters to have
exceeded its maximum potential size and contains certain customary provisions,
including those relating to holdback arrangements, registration procedures,
indemnification, contribution and payment of fees and expenses.

Employees who received shares in the Employee Offering are bound by the
provisions of the Registration Rights Agreement as if such employees were
parties thereto, and are entitled to the "piggyback" registration rights
provided therein, with respect to the portion of their shares of Class B Common
Stock that is no longer subject to restrictions.

THE REORGANIZATION

The Company is currently a subsidiary of Ingram Industries, a company
controlled by the Ingram Stockholders. Ingram Industries is engaged in various
businesses in addition to that of the Company, including inland marine
transportation; the production and transport of specification commercial sand;
insurance; and the distribution of books, prerecorded video cassettes, laser
discs, video games, and spoken-word audio cassettes. It is contemplated that the
businesses of the Company, Ingram Industries, and Ingram Entertainment (each, an
"Ingram Company") and their respective subsidiaries will be reorganized as
described below.

Pursuant to a reorganization agreement (the "Reorganization Agreement"), it
is contemplated that each Ingram Company will agree to retain or assume, at the
time of the Reorganization, certain liabilities and obligations, including the
following: (i) liabilities and obligations incurred by such Ingram Company
(other than certain general corporate level liabilities of Ingram Industries)
with respect to periods ending on or prior to the closing of the Reorganization,
other than liabilities or obligations arising as a result of any intentional act
which is tortious or as a result of any illegal act (each, a "Designated
Action") committed by (x) a corporate officer of Ingram Industries (except for
actions that are believed by such person to be in furtherance of his duties as
an officer or employee of the Company, Ingram Entertainment, or their respective
subsidiaries or other designated affiliates, or the other subsidiaries or
designated affiliates of Ingram Industries), (y) any

55
<PAGE> 58

other employee of Ingram Industries whose responsibilities are not primarily
associated with the Company, Ingram Entertainment, or their respective
subsidiaries or other designated affiliates, or the other subsidiaries or
designated affiliates of Ingram Industries or (z) an employee (other than
general corporate level employees of Ingram Industries) of any other Ingram
Company; (ii) liabilities and obligations (other than general corporate level
liabilities of Ingram Industries) incurred by any other Ingram Company with
respect to periods ending on or prior to the closing of the Reorganization as a
result of any Designated Action committed by an employee of any such Ingram
Company or certain subsidiaries or designated affiliates of such Ingram Company;
(iii) in the case of Ingram Industries, certain general corporate level
liabilities and obligations up to an aggregate of $100,000 incurred by Ingram
Industries with respect to certain periods ending on or prior to the closing of
the Reorganization and recorded under Ingram Industries' internal accounting
system as "home office" liabilities, to the extent that such liabilities and
obligations are extraordinary in nature and arise out of the ordinary course of
business and were not accrued on Ingram Industries' year end 1995 balance sheet;
(iv) specified liabilities and obligations related to certain asset dispositions
and the settlement of certain claims; and (v) liabilities and obligations
incurred by such Ingram Company with respect to periods beginning after the
closing of the Reorganization. In addition, certain contingent assets or
liabilities, as well as fees and costs incurred in connection with the
Split-Off, will be shared 23.01% by Ingram Industries, 72.84% by the Company,
and 4.15% by Ingram Entertainment. These contingent liabilities include (i)
liabilities and obligations arising as a result of any Designated Action
committed by a corporate officer of Ingram Industries (except for actions that
are believed by such person to be in furtherance of his duties as an officer or
employee of the Company, Ingram Entertainment, or their respective subsidiaries
or other designated affiliates, or the other subsidiaries or designated
affiliates of Ingram Industries), or any other employee of Ingram Industries
whose responsibilities are not primarily associated with the Company, Ingram
Entertainment, or their respective subsidiaries or other designated affiliates,
or the other subsidiaries or designated affiliates of Ingram Industries; (ii)
certain general corporate level liabilities and obligations in excess of an
aggregate of $100,000 incurred by Ingram Industries with respect to periods
ending on or prior to the closing of the Reorganization and recorded under
Ingram Industries' internal accounting system as "home office" liabilities, to
the extent that such liabilities and obligations are extraordinary and
non-recurring in nature and arise out of the ordinary course of business and
were not accrued on Ingram Industries' 1995 balance sheet; (iii) certain
liabilities and obligations incurred by Ingram Industries in respect of
specified individuals pursuant to certain deferred compensation plans of Ingram
Industries; and (iv) assets, liabilities, and obligations arising in connection
with certain specified asset dispositions.

Pursuant to the Reorganization Agreement, each Ingram Company will agree to
conduct its business, from the date of the Reorganization Agreement until the
closing of the Reorganization, in the ordinary course of business consistent
with past practice. The Reorganization Agreement provides that at or prior to
the closing of the Reorganization, the Company and Ingram Entertainment will
enter into bank repurchase agreements with respect to securities of the Company
or Ingram Entertainment, respectively, received in connection with the Exchange
Agreement in exchange for shares of Ingram Industries common stock currently
held as collateral for certain loans made to stockholders of Ingram Industries.

The Company will assume or otherwise satisfy a portion of Ingram
Industries' debt in return for the extinguishment of intercompany indebtedness.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." Ingram Industries and Ingram
Entertainment will agree to guarantee indebtedness incurred by the Company,
prior to the receipt by the Company of at least $250 million in qualifying new
equity, including proceeds from this offering, on the terms and conditions set
forth on a schedule to the Reorganization Agreement. If the Company fails to
release all such guarantees and Ingram Industries or Ingram Entertainment incurs
indebtedness in connection with any financing transaction, the Company will
reimburse Ingram Industries or Ingram Entertainment, as the case may be, for the
difference between the actual cost of any such financing and any of its existing
or newly incurred financing, up to an amount of such financing equal to the
amount of indebtedness guaranteed by Ingram Industries or Ingram Entertainment,
as the case may be, and the amount which such portion of such financing would
have cost had all such guarantees been released at such time.

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<PAGE> 59

Pursuant to the Reorganization Agreement, it is expected that each Ingram
Company will agree to indemnify each other Ingram Company from any and all
damage, loss, liability, and expense incurred as a result of any breach by such
party of any covenant or agreement pursuant to the Reorganization Agreement or
the failure by such party to perform its obligations with respect to any
liability retained or assumed by such party pursuant to the Reorganization
Agreement.

The Ingram Companies are also expected to enter into an employee benefits
transfer and assumption agreement (the "Employee Benefits Agreement"). The
Employee Benefits Agreement will provide for the allocation of employee benefit
assets and liabilities generally on a pro rata basis in respect of each Ingram
Company's current and former employees. Each Ingram Company will indemnify the
other parties with respect to such party's benefit-related assumed or retained
assets and liabilities.

In connection with the Reorganization, it is also contemplated that the
Ingram Companies will enter into a tax sharing agreement (the "Tax Sharing
Agreement"). Under the Tax Sharing Agreement, the Company will agree that it
will be liable for (i) its allocable share of the consolidated federal income
tax liability and any consolidated state income tax liability for the year that
includes the Split-Off and (ii) generally, 72.84% of any adjustment in excess of
reserves already established by Ingram Industries for past federal or state
income tax liabilities of Ingram Industries, Ingram Entertainment, or the
Company. Subject to certain consultation rights and certain limited rights on
the part of the Company to consent to a settlement, Ingram Industries will have
the right to control any audit or proceeding relating to the Company for periods
ending prior to the Split-Off. The Company will share in any refunds received in
respect of the carryback of any future tax losses or credits it may suffer or
receive. In addition, Ingram Industries and Ingram Entertainment will each agree
that, upon the exercise by one of its employees of an option granted in
connection with the Exchange, it will pay the Company an amount equal to the tax
benefit, if any, received from any compensation deduction in respect of such
exercise.

In addition, following the Reorganization, the Company will provide data
processing services to Ingram Industries and Ingram Entertainment for a fee to
be determined. The Ingram Companies will also enter into the Transitional
Service Agreements relating to the continued provision of certain administrative
services (including cash management, insurance, employee benefits, and payroll
administration). The Transitional Service Agreements are expected to be on terms
comparable to those that would be obtained from third parties on an arms' length
basis.

CONDITIONS TO THE SPLIT-OFF

The Split-Off is subject to the satisfaction or waiver of certain
conditions including, without limitation, (i) receipt of a private letter ruling
from the Internal Revenue Service satisfactory to Ingram Industries and the
Ingram Stockholders as to the tax-free nature of the Split-Off and a
determination by each of the board of directors of Ingram Industries, and the
Ingram Stockholders that nothing has occurred that causes them to conclude that
significant questions exist as to the validity of the ruling as applied to the
Reorganization or the Exchange; (ii) the absence of any law, judgment,
injunction, order or decree which prohibits consummation of the Split-Off; (iii)
the effectiveness of certain ancillary agreements; (iv) receipt of required
regulatory approvals and third-party consents; (v) consummation of the scheduled
refinancing and assumption of debt; and (vi) settlement of intercompany
receivables and payables. The Exchange Agreement may be terminated by the board
of directors of Ingram Industries at any time prior to the closing of the
Split-Off.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of June 30, 1996, as
adjusted to reflect (i) the issuance of 2,775,000 shares of Class B Common Stock
under the Employee Offering, (ii) the grant of 107,000 restricted shares of
Class B Common Stock, (iii) the Split-Off, and (iv) the issuance of the Common
Stock offered hereby as if such transactions had occurred on June 30, 1996, with
respect to the beneficial ownership of the Class B Common Stock by (a) each
person known by the Company to own beneficially more than five percent of the
outstanding shares of the Class B Common Stock; (b) each director; (c) each of
the Named Executive Officers; and (d) all executive officers and directors of
the Company as a group. Prior to this offering, there have been no shares of
Common Stock issued and outstanding. See "Management" and "Certain
Transactions."

<TABLE>
<CAPTION>
CLASS B COMMON STOCK COMMON EQUITY
------------------------- -------------
SHARES PERCENTAGE
BENEFICIALLY PERCENTAGE OF TOTAL
NAME OWNED OF CLASS VOTING POWER
- ------------------------------------------------------ ---------- ---------- -------------
<S> <C> <C> <C>
E. Bronson Ingram QTIP Marital Trust(1)............... 69,099,258 62.3% 61.2%
c/o Ingram Industries Inc.
One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
Ingram Thrift Plan.................................... 10,006,999 9.0 8.9
c/o Ingram Industries Inc.
One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
David B. Ingram(1)(2)................................. 75,348,598 67.9 66.7
Two Ingram Blvd.
LaVergne, TN 37086
Linwood A. (Chip) Lacy, Jr.(2)........................ 1,500,062 1.4 1.3
John R. Ingram(1)(2).................................. 72,449,962 65.3 64.2
Jeffrey R. Rodek...................................... 285,000 * *
David R. Dukes(2)..................................... 138,729 * *
Sanat Dutta(2)........................................ 122,412 * *
John Wm. Winkelhaus, II(2)............................ 127,560 * *
Martha R. Ingram(1)................................... 71,136,466 64.2 63.0
Philip M. Pfeffer(2).................................. 2,252,044 2.0 2.0
All executive officers and directors as a group
(20 persons)(1)(2)(3)............................... 84,984,201 76.3 75.2
</TABLE>

- ---------------

* Less than one percent.

(1) Martha R. Ingram is the principal beneficiary of the QTIP Trust, as well as
a trustee thereof. David B. Ingram and John R. Ingram each have a fixed
dollar remainder interest in the QTIP Trust and are trustees as well. The
amounts listed above for each of David B. Ingram, John R. Ingram, Martha R.
Ingram, and all executive officers and directors as a group include the
69,099,258 shares beneficially owned by the QTIP Trust, as David B. Ingram,
John R. Ingram, and Martha R. Ingram could each be deemed to be the
beneficial owner of such shares.

(2) Includes options exercisable within 60 days of the date of the table for
13,750, 110,500, 73,279, 37,412, 42,560, 29,500, 10,625, and 553,406 shares
of Class B Common Stock for David B. Ingram, Mr. Lacy, Mr. Dukes, Mr. Dutta,
Mr. Winkelhaus, John R. Ingram, Mr. Pfeffer, and all executive officers and
directors as a group, respectively.

(3) Does not include shares beneficially owned by Mr. Lacy, the Company's former
Chief Executive Officer and former Chairman of the Board of Directors.

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<PAGE> 61

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 265,000,000 shares
of Class A Common Stock, par value $0.01 per share, of which 20,000,000 shares
will be issued and outstanding upon the closing of this offering (assuming no
exercise of the U.S. Underwriters' over-allotment option), and 135,000,000
shares of Class B Common Stock, par value $0.01 per share, of which 110,882,000
shares will be issued and outstanding upon the closing of this offering. In
addition, the Company's Certificate of Incorporation (the "Certificate of
Incorporation") authorizes the issuance by the Company of up to 1,000,000 shares
of preferred stock, par value $0.01 per share (the "Preferred Stock"), on terms
determined by the Company's Board of Directors. The following description is a
summary of the capital stock of the Company and is subject to and qualified in
its entirety by reference to the provisions of the Certificate of Incorporation
and the Bylaws (the "Bylaws") of the Company, which are included as exhibits to
the Registration Statement of which this Prospectus forms a part.

COMMON EQUITY

The shares of Common Stock and Class B Common Stock are identical in all
respects, except for voting rights and certain conversion rights, as described
below.

VOTING RIGHTS. Each share of Common Stock entitles the holder to one vote
on each matter submitted to a vote of the Company's stockholders, including the
election of directors, and each share of Class B Common Stock entitles the
holder to ten votes on each such matter. Except as required by applicable law,
holders of the Common Stock and Class B Common Stock vote together as a single
class on all matters submitted to a vote of the stockholders of the Company.
There is no cumulative voting. See "Risk Factors -- Control by Ingram
Stockholders."

For so long as there are any shares of Class B Common Stock outstanding,
any action that may be taken at a meeting of the stockholders may be taken by
written consent in lieu of a meeting if the Company receives consents signed by
stockholders having the minimum number of votes that would be necessary to
approve the action at a meeting at which all shares entitled to vote on the
matter were present and voted. This could permit certain holders of Class B
Common Stock to take action regarding certain matters without providing other
stockholders the opportunity to voice dissenting views or raise other matters.
The right to take such action by written consent of stockholders will expire at
such time as all outstanding shares of Class B Common Stock cease to be
outstanding.

DIVIDENDS, DISTRIBUTIONS AND STOCK SPLITS. Holders of Common Stock and
Class B Common Stock are entitled to receive dividends at the same rate if, as,
and when such dividends are declared by the Board of Directors out of assets
legally available therefor after payment of dividends required to be paid on
shares of Preferred Stock, if any.

In the case of dividends or distributions payable in Common Stock or Class
B Common Stock, only shares of Common Stock will be distributed with respect to
the Common Stock and only shares of Class B Common Stock will be distributed
with respect to the Class B Common Stock. In the case of dividends or other
distributions consisting of other voting shares of the Company, the Company will
declare and pay such dividends in two separate classes of such voting
securities, identical in all respects, except that the voting rights of each
such security paid to the holders of the Common Stock shall be one-tenth of the
voting rights of each such security paid to the holders of Class B Common Stock,
and such security paid to the holders of Class B Common Stock shall convert into
the security paid to the holders of the Common Stock upon the same terms and
conditions applicable to the Class B Common Stock. In the case of dividends or
other distributions consisting of securities convertible into, or exchangeable
for, voting securities of the Company, the Company will provide that such
convertible or exchangeable securities and the underlying securities be
identical in all respects, except that the voting rights of each security
underlying the convertible or exchangeable security paid to the holders of the
Common Stock shall be one-tenth of the voting rights of each security underlying
the convertible or exchangeable security paid to the holders of Class B Common
Stock, and such underlying securities paid to the holders of Class B Common
Stock shall convert into the security paid to the holders of the Common Stock
upon the same terms and conditions applicable to the Class B Common Stock.

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<PAGE> 62

Neither the Common Stock nor the Class B Common Stock may be subdivided or
combined in any manner unless the other class is subdivided or combined in the
same proportion.

CONVERSION. The Common Stock has no conversion rights.

The Class B Common Stock is convertible into Common Stock, in whole or in
part, at any time and from time to time at the option of the holder, on the
basis of one share of Common Stock for each share of Class B Common Stock
converted. Each share of Class B Common Stock will also automatically convert
into one share of Common Stock upon the earliest to occur of (i) the fifth
anniversary of the closing of the Split-Off; (ii) the sale or transfer of
certain shares of Class B Common Stock (a) by a holder that is a party to the
Board Representation Agreement to any person that is not an affiliate, spouse or
descendant of such holder, their estates or trusts for their benefit or any
other party to the Exchange Agreement or (b) by any other holder, to a holder
that is not the spouse or descendant of such holder or their estates or trusts
for the benefit thereof; and (iii) the date on which the number of shares of
Class B Common Stock then outstanding is less than 25% of the aggregate number
of shares of Common Equity then outstanding.

LIQUIDATION. In the event of any dissolution, liquidation, or winding up of
the affairs of the Company, whether voluntary or involuntary, after payment of
the debts and other liabilities of the Company and making provision for the
holders of Preferred Stock, if any, the remaining assets of the Company will be
distributed ratably among the holders of the Common Stock and the Class B Common
Stock, treated as a single class.

MERGERS AND OTHER BUSINESS COMBINATIONS. Upon a merger, combination, or
other similar transaction of the Company in which shares of Common Equity are
exchanged for or changed into other stock or securities, cash and/or any other
property, holders of each class of Common Equity will be entitled to receive an
equal per share amount of stock, securities, cash, and/or any other property, as
the case may be, into which or for which each share of any other class of Common
Equity is exchanged or changed; provided that in any transaction in which shares
of capital stock are distributed, such shares so exchanged for or changed into
may differ as to voting rights and certain conversion rights to the extent and
only to the extent that the voting rights and certain conversion rights of
Common Stock and Class B Common Stock differ at that time.

OTHER PROVISIONS. The holders of the Common Stock and Class B Common Stock
are not entitled to preemptive rights. There are no redemption provisions or
sinking fund provisions applicable to the Common Stock or the Class B Common
Stock.

PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations prescribed
by the Delaware General Corporation Law (as amended from time to time, the
"DGCL"), or the rules of any quotation system or national securities exchange on
which stock of the Company may be quoted or listed, to provide for the issuance
of shares of Preferred Stock in one or more series; to establish from time to
time the number of shares to be included in each such series; to fix the rights,
powers, preferences, and privileges of the shares of each series and any
qualifications and restrictions thereon; and, to the extent permitted by the
DGCL, to increase or decrease the number of shares of such series, without any
further vote or action by the stockholders. Depending upon the terms of the
Preferred Stock established by the Board of Directors, any or all series of
Preferred Stock could have preference over the Common Stock with respect to
dividends and other distributions and upon liquidation of the Company or could
have voting or conversion rights that could adversely affect the holders of the
outstanding Common Stock. The Company has no present plans to issue any shares
of Preferred Stock.

LIMITATION OF LIABILITY; INDEMNIFICATION

As permitted by the DGCL, the Certificate of Incorporation provides that
directors of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL (which currently provides that such
liability may be so limited, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing

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violation of the law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit).

Each person who is or was a party to any action by reason of the fact that
such person is or was a director or officer of the Company shall be indemnified
and held harmless by the Company to the fullest extent permitted by the DGCL.
This right to indemnification also includes the right to have paid by the
Company the expenses incurred in connection with any such proceeding in advance
of its final disposition, to the fullest extent permitted by the DGCL. In
addition, the Company may, by action of the Board of Directors, provide
indemnification to such other employees and agents of the Company to such extent
as the Board of Directors determines to be appropriate under the DGCL.

As a result of this provision, the Company and its stockholders may be
unable to obtain monetary damages from a director for breach of his duty of
care. Although stockholders may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, stockholders may
not have any effective remedy against the challenged conduct if equitable
remedies are unavailable. The Company also reserves the right to purchase and
maintain directors' and officers' liability insurance.

OTHER CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS

It is anticipated that the Bylaws will be amended, prior to the closing of
this offering, to implement certain provisions of the Board Representation
Agreement. The following discussion describes the Bylaws, as contemplated to be
in effect as of the closing of this offering. The Bylaws provide that a majority
of the total number of directors shall constitute a quorum for the transaction
of business. The Board of Directors may act by unanimous written consent.

Annual meetings of stockholders shall be held to elect the Board of
Directors and transact such other business as may be properly brought before the
meeting. Special meetings of stockholders may be called by the chairman and
shall be called by the secretary on the written request of stockholders having
10% of the voting power of the Company. The stockholders may act by written
consent in lieu of a meeting of stockholders until such time as all shares of
Class B Common Stock cease to be outstanding.

The Certificate of Incorporation may be amended with the approval of the
Board of Directors (by the vote required as described above), and for so long as
any shares of Class B Common Stock remain outstanding, in addition to any vote
required by law, any such amendment also requires the approval of the holders of
a majority of the Company's outstanding voting power and a majority of the
members of the Board of Directors. The Bylaws may be amended with the approval
of the Board of Directors (by the vote required as described above) or by the
holders of a majority of the Company's voting power present and entitled to vote
at any annual or special meeting of stockholders at which a quorum is present.

The number of directors which shall constitute the whole Board of Directors
shall be fixed by resolution of the Board of Directors. The number of directors
shall in no event be less than five nor more than eight. The size of the initial
Board is fixed at six members. The directors shall be elected at the annual
meeting of the stockholders, except for filling vacancies. Directors may be
removed with the approval of the holders of a majority of the Company's voting
power present and entitled to vote at a meeting of stockholders. Vacancies and
newly created directorships on the Board of Directors resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office, although less than a quorum, a sole remaining director, or the
holders of a majority of the voting power present and entitled to vote at a
meeting of stockholders. For so long as the Ingram Stockholders and their
permitted transferees own at least 25,000,000 shares of the Common Equity of the
Company, the Bylaws will provide that the Designated Nominees will consist of
three individuals designated by the Ingram Stockholders (who may include Martha
R. Ingram, any of her legal descendants, or any of their respective spouses),
one individual designated by the Company's chief executive officer, and four
individuals who shall (i) not be executive officers or other employees of the
Company; (ii) not be Martha R. Ingram, any of her legal descendants, or any of
their respective spouses; and (iii) not have an economic relationship with the
Company or its affiliates other than as a director or a holder of an equity
interest or options to acquire an equity interest in the Company.

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The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote generally, shall
constitute a quorum for stockholder action at any meeting.

SECTION 203 OF THE DGCL

After this offering, the Company will be subject to Section 203 of the DGCL
which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in a business combination (as defined therein) with an "interested
stockholder" (defined generally as any person who beneficially owns 15% or more
of the outstanding voting stock of the Company or any person affiliated with
such person) for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction that resulted in the stockholder becoming an interested
stockholder; (ii) upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation at the time the transaction
commenced (excluding for purposes of determining the number of shares
outstanding those shares owned (a) by directors who are also officers of the
corporation and (b) by employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer); or (iii) on or
subsequent to such date the business combination is approved by the board of
directors of the corporation and authorized at a meeting of stockholders by the
affirmative vote of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the interested stockholder.

TRANSFER AGENT

The Company will appoint a transfer agent and registrar for the Common
Stock prior to the closing of this offering.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of this offering, the Company will have outstanding an
aggregate of 20,000,000 shares of Common Stock, assuming the issuance of
20,000,000 shares of Common Stock offered hereby, and 110,882,000 shares of
Class B Common Stock. Of the total outstanding shares of Common Equity, only the
20,000,000 shares of Common Stock sold in this offering will be freely tradable
without restriction or further registration under the Securities Act, unless
purchased by "affiliates" of the Company, as that term is defined in Rule 144
under the Securities Act (which sales would be subject to certain volume
limitations and other restrictions described below).

The remaining shares of Common Equity held by existing stockholders upon
completion of this offering will be "restricted securities" as that term is
defined in Rule 144 under the Securities Act. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are aggregated),
including an affiliate, who has beneficially owned shares for at least two years
(including, if the shares are transferred, the holding period of any prior owner
except an affiliate) is entitled to sell in "broker's transactions" or to market
makers, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed the greater of (i) 1% of the
then outstanding shares of such class of the Common Equity (approximately
1,108,820 shares immediately after this offering) or (ii) generally, the average
weekly trading volume in such class of the Common Stock during the four calendar
weeks preceding the filing of a Form 144 with respect to such sale, and subject
to certain other limitations and restrictions. In addition, a person who is not
deemed to have been an affiliate of the Company at any time during the three
months preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least three years, would be entitled to sell such shares under
Rule 144(k) without regard to the volume and other requirements described above.
Shares of Common Equity that would otherwise be deemed "restricted securities"
could be sold at any time through an effective registration statement relating
to such shares of Common Equity.

Of the 110,882,000 shares of Class B Common Stock outstanding prior to this
offering, 2,882,000 shares were acquired in July 1996 pursuant to the Employee
Offering and the grant of restricted stock awards and 108,000,000 shares were
acquired pursuant to the Split-Off. Accordingly, under current law, absent

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<PAGE> 65

registration or an exemption from registration other than Rule 144, 2,882,000
shares of Class B Common Stock will be eligible for sale, upon the later of (i)
July 1998 and (ii) two years after the release of the pledge of the shares
securing the loan to purchase such shares, and 108,000,000 shares of Class B
Common Stock will be eligible for sale two years from the effective date of the
Split-Off.

Pursuant to the Registration Rights Agreement, the QTIP Trust, which after
the Split-Off will hold 69,099,258 shares of Class B Common Stock, has certain
demand registration rights with respect to all or any portion (subject to
certain minimum thresholds to be agreed) of the shares of Class B Common Stock
owned by the QTIP Trust, one or more of the other Ingram Stockholders and
certain of their permitted transferees on up to three occasions during the
84-month period following the completion of this offering; provided that the
Company shall not be obligated to effect (i) any registration requested by the
QTIP Trust unless the QTIP Trust has furnished Ingram Micro with an opinion of
counsel to the effect that such registration and any subsequent sale shall not
affect the tax-free nature of the Split-Off or (ii) more than one demand
registration during any 12-month period. The Registration Rights Agreement also
grants one demand registration right to certain minority stockholders of the
Company holding shares of Class B Common Stock if a change of control
of the Company occurs following the completion of this offering but prior to the
second anniversary of the Split-Off Date. Such minority stockholders will not be
entitled to this registration right if they were offered the opportunity to
participate in the change of control transaction.

In addition, the Registration Rights Agreement provides that the parties
thereto, who after the Split-Off will hold in the aggregate shares of
Class B Common Stock, shall be entitled to unlimited "piggyback" registration
rights in connection with any proposed registration of equity securities by the
Company (with certain specified exceptions) during the 84-month period following
the completion of this offering. Employees who received shares in the Employee
Offering, holders of restricted stock granted at the time of the Employee
Offering, and persons who have exercised Rollover Stock Options, are bound by
the provisions of the Registration Rights Agreement as if such employees were
parties thereto, and are entitled to the "piggyback" registration rights
provided therein, with respect to the portion of their shares of Class B Common
Stock that is no longer subject to restrictions.

The Company intends to file registration statements under the Securities
Act covering shares of Common Stock reserved for issuance under the Company's
1996 Plan and Rollover Plan. Based on the number of options outstanding and
options and shares reserved for issuance at June 30, 1996 under such plans, such
registration statements would cover approximately shares. See
"Management." Such registration statements are expected to be filed and become
effective as soon as practicable after the effective date of this offering.
Accordingly, shares registered under such registration statements will, subject
to Rule 144 volume limitations applicable to affiliates, be available for sale
in the open market, unless such shares are subject to vesting restrictions with
the Company or the lock-up agreements described below. As of June 30, 1996
options to purchase approximately 4,900,000 shares of Common Stock were issued
and outstanding under the 1996 Plan. Options to purchase approximately
11,000,000 shares will be issued upon the Split-Off pursuant to the Rollover
Plan. See "Management -- 1996 Plan" and "-- Rollover Plan; Incentive Stock
Units."

Prior to this offering, there has not been any public market for either
class of the Common Equity. No prediction can be made as to the effect, if any,
that market sales of shares or the availability of shares for sale will have on
the market price prevailing from time to time. Nevertheless, sales of
substantial additional amounts of Common Equity in the public market, or the
perception that such sales could occur, could adversely affect the prevailing
market price of the Common Stock. The Company, its directors, certain of its
executive officers, and certain existing stockholders of the Company have
agreed, subject to certain exceptions, not to offer, sell, contract to sell or
otherwise dispose of any Common Stock for a period of 180 days after the date of
this Prospectus without the prior written consent of Morgan Stanley & Co.
Incorporated. See "Underwriters."

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock by a
"Non-U.S. Holder." A "Non-U.S. Holder" is a person or entity that, for U.S.
federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, or a non-resident fiduciary of a foreign
estate or trust.

This discussion is based on the Code, and administrative interpretations as
of the date hereof, all of which are subject to change, including changes with
retroactive effect. This discussion does not address all aspects of U.S. federal
income and estate taxation that may be relevant to Non-U.S. Holders in light of
their particular circumstances and does not address any tax consequences arising
under the laws of any state, local or foreign jurisdiction.

Proposed United States Treasury Regulations were issued on April 15, 1996
(the "Proposed Regulations") which, if adopted, would affect the United States
taxation of dividends paid to a Non-U.S. Holder on Common Stock. The Proposed
Regulations are generally proposed to be effective with respect to dividends
paid after December 31, 1997, subject to certain transition rules. The
discussion below is not intended to be a complete discussion of the provisions
of the Proposed Regulations, and prospective investors are urged to consult
their tax advisors with respect to the effect the Proposed Regulations would
have if adopted.

Prospective holders should consult their tax advisors with respect to the
particular tax consequences to them of owning and disposing of Common Stock,
including the consequences under U.S. federal law as well as under the laws of
any state, local or foreign jurisdiction.

DIVIDENDS

Subject to the discussion below, dividends paid to a Non-U.S. Holder of
Common Stock generally will be subject to withholding tax at a 30% rate or such
lower rate as may be specified by an applicable income tax treaty. For purposes
of determining whether tax is to be withheld at a 30% rate or at a reduced rate
as specified by an income tax treaty, the Company ordinarily will presume that
dividends paid to an address in a foreign country are paid to a resident of such
country absent knowledge that such presumption is not warranted.

Under the Proposed Regulations, to obtain a reduced rate of withholding
under a treaty, a Non-U.S. Holder would generally be required to provide a Form
W-8 certifying such Non-U.S. Holder's entitlement to benefits under a treaty.
The Proposed Regulations would also provide special rules to determine whether,
for purposes of determining the applicability of a tax treaty, dividends paid to
a Non-U.S. Holder that is an entity should be treated as paid to the entity or
those holding an interest in that entity.

There will be no withholding tax on dividends paid to a Non-U.S. Holder
that are effectively connected with the Non-U.S. Holder's conduct of a trade or
business within the United States if the Non-U.S. Holder files a valid Form 4224
(or, if and when the Proposed Regulations become effective, a Form W-8) stating
that the dividends are so connected. Instead, the effectively connected
dividends will be subject to regular U.S. income tax in the same manner as if
the Non-U.S. Holder were a U.S. resident. A non-U.S. corporation receiving
effectively connected dividends may also be subject to an additional "branch
profits tax" which is imposed, under certain circumstances, at a rate of 30% (or
such lower rate as may be specified by an applicable treaty) of the non-U.S.
corporation's effectively connected earnings and profits, subject to certain
adjustments.

Generally, the Company must report to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax withheld.
A similar report is sent to the holder. Pursuant to tax treaties or certain
other agreements, the IRS may make its reports available to tax authorities in
the recipient's country of residence.

Dividends paid to a Non-U.S. Holder at an address within the United States
may be subject to backup withholding imposed at a rate of 31% if the Non-U.S.
Holder fails to establish that it is entitled to an exemption or to provide a
correct taxpayer identification number and certain other information. The
Proposed Regulations would, if adopted, alter the foregoing rules in certain
respects, including by providing certain

64
<PAGE> 67

presumptions under which a Non-U.S. Holder would be subject to backup
withholding in the absence of the certification from the holder as to non-U.S.
status, regardless of whether dividends are paid to a U.S. or non-U.S. address.

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain realized on a sale or other disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of such
holder in the United States, (ii) in the case of certain Non-U.S. Holders who
are non-resident alien individuals and hold the Common Stock as a capital asset,
such individual is present in the United States for 183 or more days in the
taxable year of the disposition, (iii) the Non-U.S. Holder is subject to tax
pursuant to the provisions of the Code regarding the taxation of U.S.
expatriates, or (iv) the Company is or has been a "U.S. real property holding
corporation" within the meaning of Section 897(c)(2) of the Code at any time
within the shorter of the five-year period preceding such disposition or such
holder's holding period. The Company is not, and does not anticipate becoming, a
U.S. real property holding corporation.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF
COMMON STOCK

Under current United States federal income tax law, information reporting
and backup withholding imposed at a rate of 31% will apply to the proceeds of a
disposition of Common Stock paid to or through a U.S. office of a broker unless
the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption. Generally, U.S. information reporting and backup
withholding will not apply to a payment of disposition proceeds if the payment
is made outside the United States through a non-U.S. office of a non-U.S.
broker. However, U.S. information reporting requirements (but not backup
withholding) will apply to a payment of disposition proceeds outside the United
States if (A) the payment is made through an office outside the United States of
a broker that is either (i) a U.S. person, (ii) a foreign person which derives
50% or more of its gross income for certain periods from the conduct of a trade
or business in the United States or (iii) a "controlled foreign corporation" for
U.S. federal income tax purposes and (B) the broker fails to maintain
documentary evidence that the holder is a Non-U.S. Holder and that certain
conditions are met, or that the holder otherwise is entitled to an exemption.

The Proposed Regulations would, if adopted, alter the foregoing rules in
certain respects. Among other things, the Proposed Regulations would provide
certain presumptions under which a Non-U.S. Holder would be subject to backup
withholding in the absence of certification from the holder as to non-U.S.
status.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.

FEDERAL ESTATE TAX

An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the Common Stock will be required
to include the value thereof in his gross estate for U.S. federal estate tax
purposes, and may be subject to U.S. federal estate tax unless an applicable
estate tax treaty provides otherwise.

65
<PAGE> 68

UNDERWRITERS

Under the terms and subject to the conditions in an Underwriting Agreement
dated the date hereof (the "Underwriting Agreement"), the U.S. Underwriters
named below, for whom Morgan Stanley & Co. Incorporated, Alex. Brown & Sons
Incorporated, Hambrecht & Quist LLC, The Robinson-Humphrey Company, Inc., and
J.C. Bradford & Co. are serving as U.S. Representatives, and the International
Underwriters named below, for whom Morgan Stanley & Co. International Limited,
Alex. Brown & Sons International, Hambrecht & Quist LLC, The Robinson-Humphrey
Company, Inc., and J.C. Bradford & Co. are serving as International
Representatives, have severally agreed to purchase, and the Company has agreed
to sell to them severally, the respective number of shares of Common Stock set
forth opposite the name of each Underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated..............................
Alex. Brown & Sons Incorporated................................
Hambrecht & Quist LLC..........................................
The Robinson-Humphrey Company, Inc.............................
J.C. Bradford & Co. ...........................................
----------
Subtotal.................................................... 16,000,000
----------
International Underwriters:
Morgan Stanley & Co. International Limited.....................
Alex. Brown & Sons International...............................
Hambrecht & Quist LLC..........................................
The Robinson-Humphrey Company, Inc.............................
J.C. Bradford & Co. ...........................................
----------
Subtotal.................................................... 4,000,000
----------
Total.................................................. 20,000,000
==========
</TABLE>

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The U.S. Representatives and the
International Representatives are collectively referred to as the
"Representatives." The Underwriting Agreement provides that the obligations of
the several Underwriters to pay for and accept delivery of the shares of Common
Stock offered hereby are subject to the approval of certain legal matters by
their counsel and to certain other conditions. The Underwriters are obligated to
take and pay for all the shares of Common Stock offered hereby (other than those
covered by the over-allotment option described below) if any such shares are
taken.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions set
forth below, (a) it is not purchasing any U.S. Shares (as defined below) for the
account of anyone other than a United States or Canadian Person (as defined
below) and (b) it has not offered or sold, and will not offer or sell, directly
or indirectly, any U.S. Shares or distribute any prospectus outside the United
States and Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions set forth below, (a) it is not purchasing any International Shares
(as defined below) for the account of any United States or Canadian Person and
(b) it has not offered or sold, and will not offer or sell, directly or
indirectly, any International

66
<PAGE> 69

Shares or distribute any prospectus relating to the International Shares within
the United States or Canada or to any United States or Canadian Person. With
respect to any of Hambrecht & Quist LLC, The Robinson-Humphrey Company, Inc.,
and J.C. Bradford & Co., the foregoing representations or agreements (i) made by
it in its capacity as a U.S. Underwriter shall apply only to shares of Common
Stock purchased by it in its capacity as a U.S. Underwriter, (ii) made by it in
its capacity as an International Underwriter shall apply only to shares of
Common Stock purchased by it in its capacity as an International Underwriter,
and (iii) shall not restrict its ability to distribute any prospectus relating
to the shares of Common Stock to any person. The foregoing limitations do not
apply to stabilization transactions or to certain transactions specified in the
Agreement Between U.S. and International Underwriters. As used herein, "United
States or Canadian Person" means any national or resident of the United States
or Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside the United
States and Canada of any United States or Canadian Person) and includes any
United States or Canadian branch of a person who is otherwise not a United
States or Canadian Person. All shares of Common Stock to be purchased by the
U.S. Underwriters and the International Underwriters are referred to herein as
the "U.S. Shares" and the "International Shares," respectively.

Pursuant to the Agreement Between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of shares of Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price of any
shares so sold shall be the Price to Public set forth on the cover page hereof,
in United States dollars, less an amount not greater than the per share amount
of the concession to dealers set forth below.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any shares of Common Stock, directly or indirectly, in
Canada in contravention of the securities laws of Canada or any province or
territory thereof and has represented that any offer of shares of Common Stock
in Canada will be made only pursuant to an exemption from the requirement to
file a prospectus in the province or territory of Canada in which such offer is
made. Each U.S. Underwriter has further agreed to send to any dealer who
purchases from it any shares of Common Stock a notice stating in substance that,
by purchasing such shares of Common Stock, such dealer represents and agrees
that it has not offered or sold, and will not offer or sell, directly or
indirectly, any of such shares of Common Stock in Canada or to, or for the
benefit of, any resident of Canada in contravention of the securities laws of
Canada or any province or territory thereof and that any offer of shares of
Common Stock in Canada will be made only pursuant to an exemption from the
requirement to file a prospectus in the province or territory of Canada in which
such offer is made, and that such dealer will deliver to any other dealer to
whom it sells any of such shares of Common Stock a notice to the foregoing
effect.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and during the period of six months after the date hereof will not offer
or sell any shares of Common Stock to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing,
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
Public Offers of Securities Regulations 1995 (the "Regulations"); (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Regulations with respect to anything done by it in
relation to the shares of Common Stock offered hereby in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on to any person in the United Kingdom any document received
by it in connection with the offer of the shares of Common Stock, other than any
document which consists of, or is part of, listing particulars, supplementary
listing particulars, or any other document required or permitted to be published
by listing rules under Article IV of the Financial Services Act 1986, if that
person is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1995, or is a person to whom
such document may otherwise lawfully be issued or passed on.

67
<PAGE> 70

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that it has not offered or
sold, and will not offer or sell, directly or indirectly, in Japan or to or for
the account of any resident thereof, any of the shares of Common Stock acquired
in connection with this offering, except for offers or sales to Japanese
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law of Japan. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the shares of Common Stock a notice stating in substance that
such dealer may not offer or sell any of such shares, directly or indirectly, in
Japan or to or for the account of any resident thereof except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
of Japan, and that such dealer must send to any other dealer to whom it sells
any of such shares of Common Stock a notice to the foregoing effect.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the Public Price set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of $ per share under the Price to Public. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of
$ per share to other Underwriters or to certain dealers. After the
initial offering of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Representatives.

Pursuant to the Underwriting Agreement, the Company has granted to the U.S.
Underwriters an option, exercisable for 30 days from the date hereof, to
purchase up to 3,000,000 additional shares of Common Stock at the Price to
Public set forth on the cover page of this Prospectus, less underwriting
discounts and commissions. The U.S. Underwriters may exercise such option solely
for the purpose of covering over-allotments, if any, incurred in the sale of the
shares of Common Stock offered hereby. To the extent that such option is
exercised, each U.S. Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number of shares to be purchased and offered by such U.S.
Underwriter in the above table bears to the total number of initial shares to be
purchased by the U.S. Underwriters.

Application has been made to list the Common Stock on the New York Stock
Exchange subject to official notice of issuance. The Underwriters intend to sell
shares of the Common Stock to a minimum of 2,000 beneficial owners in lots of
100 or more so as to meet the distribution requirements of such listing.

At the Company's request, the Underwriters have reserved for sale, at the
Price to Public set forth on the cover page hereof, up to shares
offered hereby for directors, officers, employees, business associates, and
related persons of the Company and its subsidiaries. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase such reserved shares. Any reserved shares which are
not so purchased will be offered by the Underwriters to the general public on
the same basis as the other shares offered hereby. See "Employee and Priority
Offers."

The Company, its directors, certain of its executive officers, and certain
stockholders of the Company, have agreed that they will not (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right, or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise, for a period of 180 days after the date of this Prospectus,
without the prior written consent of Morgan Stanley & Co. Incorporated, other
than (i) the sale to the Underwriters of any shares of Common Stock pursuant to
the Underwriting Agreement or (ii) the grant of options or issuance of stock
upon the exercise of outstanding stock options pursuant to the Company's stock
option plans.

The Representatives have informed the Company that the Underwriters do not
intend sales to discretionary accounts to exceed five percent of the total
number of shares of Common Stock offered by them.

68
<PAGE> 71

The Company and the Underwriters have agreed in the Underwriting Agreement
to indemnify each other against certain liabilities, including liabilities under
the Securities Act.

From time to time each of Morgan Stanley & Co. Incorporated, The
Robinson-Humphrey Company, Inc., and J.C. Bradford & Co. has provided, and
continues to provide, investment banking services to Ingram Industries and the
Company.

PRICING OF OFFERING

Prior to this offering, there has been no public market for the shares of
Common Stock of the Company. Consequently, the initial public offering price
will be determined by negotiations between the Company and the Representatives.
Among the factors considered in determining the initial public offering price
will be the Company's record of operations, the Company's current financial
condition and future prospects, the experience of its management, the economics
of the industry in general, the general condition of the equity securities
market, and the market prices of similar securities of companies considered
comparable to the Company. There can be no assurance that a regular trading
market for the shares of Common Stock will develop after this offering or, if
developed, that a public trading market can be sustained. There can be no
assurance that the prices at which the Common Stock will sell in the public
market after this offering will not be lower than the price at which it is
issued by the Underwriters in this offering.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Davis Polk & Wardwell, New York, New York and
for the Underwriters by Wilson Sonsini Goodrich & Rosati, Palo Alto, California.

EXPERTS

The consolidated financial statements as of December 31, 1994 and December
30, 1995 and for each of the three fiscal years in the period ended December 30,
1995 included in this Prospectus have been so included in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

Prior to this offering, the Company has not been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (together with any amendments
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock being offered hereby. This
Prospectus, which is part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain items of which are omitted as permitted by the Rules
and Regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document referred to herein are not
necessarily complete, and in each instance in which a copy of such contract or
other document has been filed as an exhibit to the Registration Statement,
reference is made to such copy and each such statement is qualified in all
respects by such reference.

As a result of this offering, the Company will be subject to the
informational requirements of the Exchange Act, and, in accordance therewith,
will file reports and other information with the Commission. A copy of the
Registration Statement, the exhibits and schedules forming a part thereof and
the reports and other information filed by the Company in accordance with the
Exchange Act may be inspected without charge at the offices of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at certain regional offices
of the Commission located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material may also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.
Such material may also be accessed electronically by means of the Commission's
home page on the Internet at http://www.sec.gov.

69
<PAGE> 72

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Consolidated Balance Sheet as of December 31, 1994, December 30, 1995 and March 30,
1996 (unaudited).................................................................... F-3
Consolidated Statement of Income for the years ended January 1, 1994, December 31,
1994 and December 30, 1995 and the thirteen weeks ended April 1, 1995 and March 30,
1996 (unaudited).................................................................... F-4
Consolidated Statement of Stockholder's Equity for the years ended January 1, 1994,
December 31, 1994 and December 30, 1995 and the thirteen weeks ended March 30, 1996
(unaudited)......................................................................... F-5
Consolidated Statement of Cash Flows for the years ended January 1, 1994, December 31,
1994 and December 30, 1995 and the thirteen weeks ended April 1, 1995 and March 30,
1996 (unaudited).................................................................... F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 73

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholder of Ingram Micro Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of stockholder's equity and of cash flows
present fairly, in all material respects, the financial position of Ingram Micro
Inc. (a wholly-owned subsidiary of Ingram Industries Inc.) and its subsidiaries
at December 31, 1994 and December 30, 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
30, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Nashville, Tennessee
February 29, 1996, except
Note 12 as to which the date is June 25, 1996

F-2
<PAGE> 74

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL PERIOD END
------------------------- MARCH 30,
1994 1995 1996
---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.............................................. $ 58,369 $ 56,916 $ 37,575
Trade accounts receivable (less allowances of
$25,668 in 1994, $30,791 in 1995 and $33,835 in
1996)........................................... 745,910 1,071,275 1,085,705
Inventories....................................... 995,880 1,582,922 1,451,805
Other current assets.............................. 68,717 88,503 94,443
---------- ---------- ----------
Total current assets......................... 1,868,876 2,799,616 2,669,528
Property and equipment, net.......................... 58,285 89,126 96,721
Goodwill, net........................................ 33,481 29,871 29,013
Other................................................ 13,647 22,285 23,768
---------- ---------- ----------
Total assets................................. $1,974,289 $2,940,898 $2,819,030
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................. $1,100,598 $1,652,073 $1,543,113
Accrued expenses.................................. 94,505 121,572 125,517
Current maturities of long-term debt.............. 10,724 6,332 14,234
---------- ---------- ----------
Total current liabilities.................... 1,205,827 1,779,977 1,682,864
Long-term debt.................................... 92,204 170,424 178,216
Due to Ingram Industries.......................... 449,355 673,792 617,862
Other............................................. 3,434 5,697 3,877
---------- ---------- ----------
Total liabilities............................ 1,750,820 2,629,890 2,482,819
Minority interest.................................... 2,125 213 2,671
Commitments and contingencies (Note 8)
Stockholder's equity:
Common Stock, $.20 par value, 60,000,000 shares
authorized, 10,000,000 shares outstanding in
1994 and 1995................................... 2,000 2,000 2,000
Additional paid in capital........................ 21,500 21,500 21,500
Retained earnings................................. 197,815 282,122 305,951
Cumulative translation adjustment................. 29 5,173 4,089
---------- ---------- ----------
Total stockholder's equity................... 221,344 310,795 333,540
---------- ---------- ----------
Total liabilities and stockholder's equity... $1,974,289 $2,940,898 $2,819,030
========== ========== ==========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-3
<PAGE> 75

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
FISCAL YEAR ---------------------------
------------------------------------------- APRIL 1, MARCH 30,
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Net sales............... $ 4,044,169 $ 5,830,199 $ 8,616,867 $ 1,879,530 $ 2,752,735
Cost of sales........... 3,714,527 5,391,224 8,011,181 1,747,135 2,566,170
----------- ----------- ----------- ----------- -----------
Gross profit............ 329,642 438,975 605,686 132,395 186,565
Expenses:
Selling, general and
administrative..... 225,047 296,330 415,344 93,103 123,304
Charges allocated from
Ingram Industries.. 1,567 2,355 3,461 825 1,583
Non-cash compensation
charge............. 6,745
----------- ----------- ----------- ----------- -----------
226,614 298,685 418,805 93,928 131,632
----------- ----------- ----------- ----------- -----------
Income from operations.. 103,028 140,290 186,881 38,467 54,933
Other (income) expense:
Interest income....... (407) (937) (3,479) (1,223) (340)
Interest expense...... 5,003 8,744 13,451 2,866 3,926
Interest expense
charged by Ingram
Industries......... 16,089 24,189 32,606 8,087 10,635
Net foreign currency
exchange loss...... 111 6,873 7,751 3,717 226
Other................. (623) 716 1,936 769 876
----------- ----------- ----------- ----------- -----------
20,173 39,585 52,265 14,216 15,323
----------- ----------- ----------- ----------- -----------
Income before income
taxes and minority
interest.............. 82,855 100,705 134,616 24,251 39,610
Provision for income
taxes................. 31,660 39,604 53,143 9,572 15,853
----------- ----------- ----------- ----------- -----------
Income before minority
interest.............. 51,195 61,101 81,473 14,679 23,757
Minority interest....... 840 (2,243) (2,834) (2,434) (72)
----------- ----------- ----------- ----------- -----------
Net income.............. $ 50,355 $ 63,344 $ 84,307 $ 17,113 $ 23,829
=========== =========== =========== =========== ===========
Pro forma earnings per
share (unaudited)..... $ 0.46 $ 0.55 $ 0.70 $ 0.14 $ 0.20
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-4
<PAGE> 76

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL CUMULATIVE
------------------- PAID IN RETAINED TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT TOTAL
---------- ------ ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
JANUARY 2, 1993.................... 10,000,000 $2,000 $ 21,500 $ 84,116 $ 1,802 $109,418
Translation adjustment............. (4,314) (4,314)
Net income......................... 50,355 50,355
---------- ------ ------- -------- ------ --------
JANUARY 1, 1994.................... 10,000,000 2,000 21,500 134,471 (2,512) 155,459
Translation adjustment............. 2,541 2,541
Net income......................... 63,344 63,344
---------- ------ ------- -------- ------ --------
DECEMBER 31, 1994.................. 10,000,000 2,000 21,500 197,815 29 221,344
Translation adjustment............. 5,144 5,144
Net income......................... 84,307 84,307
---------- ------ ------- -------- ------ --------
DECEMBER 30, 1995.................. 10,000,000 2,000 21,500 282,122 5,173 310,795
Translation adjustment
(unaudited)...................... (1,084) (1,084)
Net income (unaudited)............. 23,829 23,829
---------- ------ ------- -------- ------ --------
MARCH 30, 1996 (UNAUDITED)......... 10,000,000 $2,000 $ 21,500 $305,951 $ 4,089 $333,540
========== ====== ======= ======== ====== ========
</TABLE>

See accompanying notes to these consolidated financial statements.

F-5
<PAGE> 77

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THIRTEEN WEEKS
ENDED
-------------------
FISCAL YEAR MARCH
------------------------------ APRIL 1, 30,
1993 1994 1995 1995 1996
-------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH PROVIDED (USED) BY OPERATING
ACTIVITIES:
Net income................................ $ 50,355 $ 63,344 $ 84,307 $ 17,113 $ 23,829
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization.......... 12,918 18,675 25,394 5,067 7,700
Deferred income taxes.................. (5,719) (4,668) (8,632) (3,224) (2,285)
Minority interest...................... 840 (2,243) (2,834) (2,434) (72)
Non-cash compensation charge........... 6,745
Changes in operating assets and
liabilities, net of effects of
acquisitions:
Trade accounts receivable.............. (161,097) (232,268) (320,177) (32,958) (10,214)
Inventories............................ (143,738) (345,511) (580,116) 99,144 135,278
Other current assets................... (2,881) (12,846) (15,877) (3,948) (4,635)
Accounts payable....................... 184,787 411,012 543,822 (72,739) (117,676)
Accrued expenses....................... 22,830 17,452 22,828 7,181 (3,444)
-------- -------- -------- -------- --------
Cash provided (used) by operating
activities........................... (41,705) (87,053) (251,285) 13,202 35,226
CASH PROVIDED (USED) BY INVESTING
ACTIVITIES:
Purchase of property and equipment........ (21,311) (31,286) (52,985) (12,649) (14,186)
Acquisitions, net of cash acquired........ (21,447) (15,088)
Other..................................... 2,062 3,765 4,188 1,165 (1,926)
-------- -------- -------- -------- --------
Cash used by investing activities...... (40,696) (42,609) (48,797) (11,484) (16,112)
CASH PROVIDED (USED) BY FINANCING
ACTIVITIES:
Increase (decrease) in borrowings from
Ingram Industries...................... 83,635 103,580 224,437 (54,535) (55,930)
Proceeds (repayment) of debt.............. 1,410 (4,930) (838) 480 238
Net borrowings under revolving credit
facility............................... 16,388 44,636 74,666 37,415 15,456
Minority interest investment.............. 2,400
-------- -------- -------- -------- --------
Cash provided (used) by financing
activities........................... 101,433 143,286 298,265 (16,640) (37,836)
Effect of exchange rate changes on cash..... 84 354 364 889 (619)
-------- -------- -------- -------- --------
Increase (decrease) in cash................. 19,116 13,978 (1,453) (14,033) (19,341)
Cash, beginning of year..................... 25,275 44,391 58,369 58,369 56,916
-------- -------- -------- -------- --------
Cash, end of period or year................. $ 44,391 $ 58,369 $ 56,916 $ 44,336 $ 37,575
======== ======== ======== ======== ========
Supplementary disclosure of cash flow
information:
CASH PAYMENTS DURING THE QUARTER OR YEAR:
Interest.................................. $ 20,738 $ 32,528 $ 45,164 $ 10,861 $ 15,216
Income taxes.............................. 34,906 47,152 54,506 11,253 22,913
Cash payments include payments made to Ingram Industries for interest and U.S. income taxes
</TABLE>

See accompanying notes to these consolidated financial statements.

F-6
<PAGE> 78

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION

Ingram Micro Inc. (the "Company" or "Ingram Micro"), formerly Ingram Micro
Holdings Inc. (refer to Note 12), is primarily engaged in wholesale distribution
and marketing of microcomputer hardware and software products. The Company
conducts the majority of its operations in North America and Europe. The Company
is a wholly-owned subsidiary of Ingram Industries Inc. ("Ingram Industries"). In
September 1995, Ingram Industries announced its intention to reorganize into
three separate companies in a tax-free reorganization. As part of the
reorganization, Ingram Industries will split-off the Company. The plan of
reorganization is subject to, among other things, receipt of a satisfactory tax
ruling from the Internal Revenue Service. The plan contemplates that certain of
the Ingram Industries shareholders will exchange all or some of their shares of
Ingram Industries for the outstanding shares of the Company held by Ingram
Industries. The reorganization and exchange are referred to herein as the
"Split-Off."

The accompanying consolidated financial statements have been prepared as if
the Company had operated as an independent stand alone entity for all periods
presented except the Company generally has not had significant borrowings in
North America other than amounts due Ingram Industries. Refer to Notes 6 and 10
regarding related party transactions.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies which conform to generally
accepted accounting principles applied on a consistent basis between years, are
described below:

Basis of Consolidation

The consolidated financial statements include the accounts of the Company,
its wholly-owned and majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Fiscal Year

The fiscal year of the Company is a 52 or 53 week period ending on the
Saturday nearest to December 31. All references herein to "1993," "1994" and
"1995" represent the 52 week fiscal years ended January 1, 1994, December 31,
1994 and December 30, 1995, respectively.

Accounting Estimates

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, disclosure of contingent liabilities at financial
statement date and reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Cash

Outstanding checks of $119,627 in 1994 and $72,868 in 1995 are included in
accounts payable.

Revenue Recognition

Revenue is recognized at the time of product shipment. The Company, under
specified conditions, permits its customers to return or exchange products. The
provision for estimated sales returns is recorded concurrently with the
recognition of revenue.

F-7
<PAGE> 79

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Vendor Programs

Funds received from vendors for price protection, product rebates,
marketing or training programs are recorded net of direct costs as adjustments
to product costs, reduction of selling, general and administrative expenses or
revenue according to the nature of the program.

The Company does not provide warranty coverage of its product sales.
However, to maintain customer relations, the Company facilitates domestic vendor
warranty policies by accepting for exchange, with the Company's prior approval,
most defective products within 90 days of invoicing. Defective products received
by the Company are subsequently returned to the vendor for credit or
replacement.

The Company generated approximately 17% of its sales in fiscal 1993, 18% in
1994 and 23% in 1995 from products purchased from two vendors.

Inventories

Inventories are stated at the lower of average cost or market.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the
straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Leasehold improvements....................................... 3-12 years
Distribution equipment....................................... 5-7 years
Computer equipment........................................... 2-5 years
</TABLE>

Maintenance, repairs and minor renewals are charged to expense as incurred.
Additions, major renewals and betterments to property and equipment are
capitalized. Realization of carrying value is assessed periodically.

Goodwill

Goodwill is amortized on a straight-line basis over periods ranging from
five to twenty years. Accumulated amortization was $9,846 at December 31, 1994
and $13,576 at December 30, 1995. The Company evaluates the recoverability of
goodwill and reviews the amortization periods on an annual basis. Recoverability
is measured on the basis of anticipated undiscounted cash flows from operations.
At December 31, 1994 and December 30, 1995, no impairment was indicated.

Income Taxes

The temporary differences between the financial reporting basis and the
income tax basis of the Company's assets and liabilities are provided in
accordance with Statement of Financial Accounting Standards No. 109.

Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S.
dollars using the exchange rate at each balance sheet date for assets and
liabilities and a weighted average exchange rate for each period for results of
foreign operations. Translation adjustments are recorded as a separate component
of stockholder's equity when the local currency is the functional currency.
Translation adjustments are recorded in income

F-8
<PAGE> 80

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

when the U.S. dollar is the functional currency. The U.S. dollar is the
functional currency for the Company's subsidiaries in Mexico and Singapore.

Financial Instruments

The carrying amounts of cash, accounts receivable, accounts payable and
other accrued expenses approximate fair value because of the short maturity of
these items.

The carrying amounts of intercompany payables and debt issued pursuant to
bank credit agreements approximate fair value because interest rates on these
instruments approximate current market interest rates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of trade accounts receivable
and derivative financial instruments. Credit risk with respect to trade accounts
receivable is limited due to the large number of customers and their dispersion
across geographic areas. The Company sells its products primarily in the United
States, Europe, Canada and Mexico. The Company performs ongoing credit
evaluations of its customers' financial condition, utilizes flooring
arrangements with third party financing companies, obtains credit insurance in
certain locations and requires collateral in certain circumstances. The Company
maintains an allowance for potential credit losses.

Derivative Financial Instruments

The Company operates internationally with distribution facilities in
various locations around the world. The Company uses derivative financial
instruments to reduce its exposure to fluctuations in interest rates and foreign
exchange rates by creating offsetting positions through the use of derivative
financial instruments. The market risk related to the foreign exchange
agreements is offset by changes in the valuation of the underlying items being
hedged. The majority of the Company's derivative financial instruments have
terms of 90 days or less. The Company currently does not use derivative
financial instruments for trading or speculative purposes, nor is the Company a
party to leveraged derivatives.

Derivative financial instruments are accounted for on an accrual basis.
Income and expense are recorded in the same category as that arising from the
related asset or liability being hedged. Gains and losses resulting from
effective hedges of existing assets, liabilities or firm commitments are
deferred and recognized when the offsetting gain and losses are recognized on
the related hedged items. Written foreign currency options are used to mitigate
currency risk in conjunction with purchased options. Gains or losses on written
foreign currency options are adjusted to market value at the end of each
accounting period and have not been material to date.

The notional amount of forward exchange contracts and options is the amount
of foreign currency bought or sold at maturity. The notional amount of currency
interest rate swaps is the underlying principal and currency amounts used in
determining the interest payments exchanged over the life of the swap. Notional
amounts are indicative of the extent of the Company's involvement in the various
types and uses of derivative financial instruments and are not a measure of the
Company's exposure to credit or market risks through its use of derivatives. The
estimated fair value of derivative financial instruments represents the amount
required to enter into like off-setting contracts with similar remaining
maturities based on quoted market prices.

Credit exposure is limited to the amounts, if any, by which the
counterparties' obligations under the contracts exceed the obligations of the
Company to the counterparties. Potential credit losses are minimized through
careful evaluation of counterparty credit standing, selection of counterparties
from a limited group of high quality institutions and other contract provisions.

F-9
<PAGE> 81

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Derivative financial instruments comprise the following:

<TABLE>
<CAPTION>
1994 1995
----------------------- -----------------------
NOTIONAL ESTIMATED NOTIONAL ESTIMATED
AMOUNTS FAIR VALUE AMOUNTS FAIR VALUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Foreign exchange forward contracts....... $ 44,586 $ (384) $109,218 $ (1,971)
Purchased foreign currency options....... 55,979 699 75,928 485
Written foreign currency options ........ 77,298 (25) 121,183 (615)
Currency interest rate swaps............. 9,823 (543) 25,655 (1,056)
</TABLE>

Employee Benefits

The Company participates in Ingram Industries' defined contribution plan
covering substantially all U.S. employees. The plan permits eligible employees
to make contributions up to certain limits and receive employer matching at
stipulated percentages. The Company's contributions charged to expense were $716
in fiscal 1993, $764 in 1994 and $1,399 in 1995.

As a result of the Split-Off described in Note 1, the Company will
establish its own employee benefit plans.

Pro Forma Earnings Per Share

Historical earnings per share data are not presented as the historical
capital structure (i.e. outstanding shares and par value) of Ingram Micro
Holdings Inc. will be different from the Company's structure subsequent to the
Company's reincorporation in Delaware as a result of the Split-Off described in
Notes 1 and 12. Pro forma earnings per share is determined based on the number
of common stock and common stock equivalents the Company is expected to have
after the exchange in addition to all dilutive common stock and common stock
equivalent shares issued within 12 months of the public offering. Pursuant to
the Securities and Exchange Commission Staff Accounting Bulletins and Staff
policy, such amounts are treated as if they were outstanding for all periods
presented using the treasury stock method. The number of common shares used to
compute the unaudited pro forma earnings per share amounts for each of the three
fiscal years in the period ended December 30, 1995 and the thirteen weeks ended
April 1, 1995 and March 30, 1996 is as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
FISCAL PERIOD ENDED COMMON SHARES
------------------------------------------------------------- ----------------
<S> <C>
January 1, 1994.............................................. 109,354,283
December 31, 1994............................................ 115,320,581
December 30, 1995............................................ 120,064,648
April 1, 1995................................................ 119,838,975
March 30, 1996............................................... 120,586,475
</TABLE>

Supplementary Earnings Per Share

Supplementary per share data (unaudited) is presented to give effect to the
repayment of certain indebtedness assumed by the Company in satisfaction of
amounts due to Ingram Industries. Net income is adjusted by $12,601 and $2,853
for 1995 and the thirteen weeks ended March 30, 1996, to reflect the reduction
in interest expense (net of tax) related to the indebtedness assumed by the
Company.

The weighted average shares outstanding (unaudited) used to calculate
supplementary pro forma earnings per share are based on weighted average shares
outstanding at December 30, 1995 and March 30, 1996, respectively, as adjusted
for 20,000,000 shares of Class A Common Stock being sold in the offering and

F-10
<PAGE> 82

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2,775,000 shares of Class B Common Stock sold in the Employee Offering (see Note
12) to repay certain indebtedness of the Company.

Unaudited supplementary pro forma earnings per share for the fiscal periods
ended December 30, 1995 and March 30, 1996 is $0.69 and $0.19, respectively.

Interim Financial Information

The accompanying interim financial statements have been prepared without
audit, and certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes that
the disclosures herein are adequate to make information presented not
misleading. These statements should be read in conjunction with the Company's
financial statements for the year ended December 30, 1995. The results of
operations for the three month period is not necessarily indicative of results
for the full year.

In the opinion of management, the accompanying interim financial statements
contain all adjustments of a normal and recurring nature necessary for a fair
presentation of the Company's financial position as of March 30, 1996, its
results of operations for the thirteen weeks ended April 1, 1995 and March 30,
1996, and its cash flows for the thirteen weeks ended April 1, 1995 and March
30, 1996.

NOTE 3 -- ACQUISITIONS

The Company acquired 70% of the stock of Distribuidora de Computo, S.A. de
C.V. ("Dicom"), in January 1993, for $9,327 cash and amounts payable to the
sellers of $2,475. Dicom is located in Mexico and is engaged in wholesale
distribution. The assets acquired were $32,383 and liabilities assumed were
$21,468.

The Company also acquired four separate wholesale distributors in Germany,
the United Kingdom, Belgium and the Netherlands in 1993. The combined
consideration for the assets or common stock purchased was $12,120 cash and
$2,364 of notes payable to sellers. The acquired companies had assets of $10,810
and liabilities of $80.

In April and August 1994, the Company acquired two separate wholesale
distributors (Keylan S.A. and Datateam Sverige AB) with operations in Spain,
Sweden, Denmark and Norway. The combined consideration paid was $15,088 cash and
$5,279 of notes payable to the sellers. The acquired companies had assets of
$48,748 and liabilities of $35,034.

The acquisitions described above have been accounted for using the purchase
method of accounting. The purchase price has been allocated to the assets
purchased and liabilities assumed based on fair values at the date of
acquisition. The excess of the purchase price over fair value of net assets
acquired in 1993 was $7,916 and in 1994 was $6,653 and was recorded as goodwill.

The operating results of these acquired businesses have been included in
the consolidated statement of income from the date of acquisition. Pro forma
results of operations have not been presented because the effects of these
acquisitions were not significant.

NOTE 4 -- ACCOUNTS RECEIVABLE

Effective February 1993, the Company entered into an arrangement with
Ingram Industries whereby the Company sells all of its domestic trade accounts
receivable to Ingram Industries on an ongoing basis ($665,325 at December 30,
1995). Ingram Industries transfers certain trade accounts receivable from the
Company and other Ingram Industries affiliates to a trust which sells
certificates representing undivided interests in the total pool of trade
receivables without recourse. Ingram Industries' arrangement with the trust

F-11
<PAGE> 83

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

extends to December 31, 1997 and renews biannually under an evergreen provision
up to a maximum term of twenty years. At December 31, 1994 and December 30,
1995, the accounts receivable and due to Ingram Industries amounts in the
Company's consolidated balance sheet have not been reduced to reflect the sale
of such receivables. As a result of the Split-Off described in Note 1, it is
anticipated that Ingram Industries' accounts receivable securitization agreement
will be assumed by the Company.

NOTE 5 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
MARCH 30,
1996
1994 1995 ---------
-------- -------- (UNAUDITED)
<S> <C> <C> <C>
Land............................................... $ 2,274 $ 2,359 $ 2,329
Leasehold improvements............................. 17,448 26,381 26,968
Distribution equipment............................. 39,814 62,462 71,034
Computer equipment................................. 40,579 59,161 64,157
------- ------- -------
100,115 150,363 164,488
Accumulated depreciation........................... (41,830) (61,237) (67,767)
------- ------- -------
$ 58,285 $ 89,126 $ 96,721
======= ======= =======
</TABLE>

Depreciation expense was $10,927 in fiscal 1993, $15,756 in 1994 and
$21,785 in 1995.

NOTE 6 -- LONG-TERM DEBT AND DUE TO INGRAM INDUSTRIES

Ingram Industries manages most treasury activities, including the
arrangement of short-term and long-term financing on a centralized, consolidated
basis. Using a centralized cash management system, the Company's domestic cash
receipts are remitted to Ingram Industries and domestic cash disbursements are
funded by Ingram Industries on a daily basis. The Company's historical financial
statements reflect funding provided by Ingram Industries to the Company, and net
cash used by the Company, as amounts due to Ingram Industries. At December 31,
1994 and December 30, 1995, amounts due to Ingram Industries are classified as
long-term due to the terms of the underlying debt at Ingram Industries.

Ingram Industries charges the Company interest expense on the outstanding
intercompany balance based on Ingram Industries' domestic weighted average cost
of funds. The average rate was 6.93% in fiscal 1993, 6.99% in 1994 and 7.38% in
1995.

The Company and other Ingram Industries affiliates participate in Ingram
Industries' unsecured revolving credit agreement with a syndicate of banks.
Under this agreement, Ingram Industries and its affiliates may borrow in various
currencies up to $380,000 at various money market and bid rates. The weighted
average borrowing rate was 6.84% at December 31, 1994 and 7.00% at December 30,
1995. The agreement extends to December 31, 1999, and is renewable for an
additional two year period during the year prior to expiration. The agreement is
guaranteed by certain subsidiaries of the Company and other Ingram Industries
affiliates. At December 30, 1995, outstanding aggregate borrowings were
$229,716, of which $167,176 is specifically related to amounts drawn by the
Company's subsidiaries.

The Company's subsidiaries outside the United States have lines of credit
and short-term overdraft facilities aggregating $93,527 various banks worldwide.
Most of these arrangements are reviewed periodically for renewal. At December
30, 1995, the Company had $5,782 outstanding under these facilities.

F-12
<PAGE> 84

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In addition to the guarantee described above, the Company has guaranteed
certain other borrowings of Ingram Industries totaling $328,572. Included within
this amount are (i) amounts outstanding on an unsecured temporary revolving
credit facility that provides for borrowings up to $200,000 at specified
variable rates and expires on the earlier of December 31, 1996 or five days
after the successful completion of an initial public offering and (ii) $190
million of fixed maturity, privately placed debt with maturities from November
1, 1996 to November 1, 2002. As a result of the Split-Off described in Notes 1
and 12, it is anticipated that certain of the debt facilities guaranteed will be
assumed by the Company in satisfaction of the amounts payable to Ingram
Industries.

Under the most restrictive provisions of the loan agreements, Ingram
Industries is required to maintain certain levels of stockholders' equity, a
certain current ratio and a certain debt to capital ratio and is subject to
certain dividend restrictions. During 1994 and 1995, Ingram Industries was in
compliance with the provisions of these agreements.

Long-term debt consists of the following:

<TABLE>
<CAPTION>
MARCH
30,
1996
1994 1995 --------
-------- -------- (UNAUDITED)
<S> <C> <C> <C>
Revolving credit facility.......................... $ 87,568 $167,176 $175,161
Overdraft facilities............................... 10,724 5,782 13,253
Other.............................................. 4,636 3,798 4,036
-------- -------- --------
102,928 176,756 192,450
Less current maturities of long-term debt.......... (10,724) (6,332) (14,234)
-------- -------- --------
$ 92,204 $170,424 $178,216
======== ======== ========
</TABLE>

Annual maturities of long-term debt as of December 30, 1995 are as follows:

<TABLE>
<S> <C>
1996.............................................................. $ 6,332
1997.............................................................. 364
1998.............................................................. 388
1999.............................................................. 167,566
2000 and thereafter............................................... 2,106
--------
$176,756
========
</TABLE>

NOTE 7 -- INCOME TAXES

The components of income before taxes and minority interest consist of the
following:

<TABLE>
<CAPTION>
FISCAL YEAR
---------------------------------
1993 1994 1995
------- -------- --------
<S> <C> <C> <C>
United States....................................... $85,044 $ 99,701 $124,277
Foreign............................................. (2,189) 1,004 10,339
------- -------- --------
Total..................................... $82,855 $100,705 $134,616
======= ======== ========
</TABLE>

F-13
<PAGE> 85

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------
1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Current:
Federal............................................. $30,268 $35,989 $44,615
State............................................... 4,721 4,060 9,544
Foreign............................................. 2,390 4,223 7,616
------- ------- -------
37,379 44,272 61,775
Deferred:
Federal............................................. (1,929) (2,472) (4,082)
State............................................... (198) 136 (949)
Foreign............................................. (3,592) (2,332) (3,601)
------- ------- -------
(5,719) (4,668) (8,632)
------- ------- -------
Total income tax provision............................ $31,660 $39,604 $53,143
======= ======= =======
</TABLE>

Deferred income taxes reflect the tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------
1993 1994 1995
------- ------- -------
<S> <C> <C> <C>
Deferred tax assets:
Tax in excess of book basis of foreign operations... $ 9,837 $13,816 $19,511
Accruals not currently deductible................... 7,840 9,275 12,734
Inventories......................................... 2,724 3,538 5,876
Other............................................... 293 263 492
------- ------- -------
Total....................................... $20,694 $26,892 $38,613
======= ======= =======
Deferred tax liabilities:
Depreciation........................................ $ 1,324 $ 958 $ 1,564
======= ======= =======
</TABLE>

Current deferred tax assets of $15,130 and $19,307 are included in other
current assets at December 31, 1994 and December 30, 1995, respectively.
Non-current deferred tax assets of $11,762 and $19,306 are included in other
assets at December 31, 1994 and December 30, 1995, respectively.

Reconciliation of the statutory U.S. federal income tax rate to the
Company's effective rate is as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
----------------------
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate............................................ 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit.......... 3.3 2.8 3.9
Other.......................................................... (.1) 1.5 .6
---- ---- ----
- - -
Effective tax rate............................................. 38.2% 39.3% 39.5%
===== ===== =====
</TABLE>

The Company is included in the consolidated federal income tax return filed
by Ingram Industries. Taxes related to the Company are determined on a separate
entity basis and taxes payable are remitted to Ingram

F-14
<PAGE> 86

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Industries every two months. Taxes payable to Ingram Industries of $4,089 at
December 31, 1994 and $14,303 at December 30, 1995 are included in accrued
expenses in the consolidated balance sheet.

At December 30, 1995, the Company had foreign net operating tax loss
carryforwards of $49,264 of which approximately one third have no expiration
date.

The Company does not provide for U.S. federal income taxes on undistributed
earnings of foreign subsidiaries as such earnings are intended to be permanently
reinvested in those operations.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES

There are various claims, lawsuits and pending actions against the Company
incident to the Company's operations. It is the opinion of management that the
ultimate resolution of these matters will not have a material effect on the
Company's financial position or results of operations.

The Company has arrangements with certain finance companies which provide
accounts receivable and inventory financing facilities for its customers. The
Company assesses the financial stability of the finance companies and payment
terms are within 3 to 30 days of product shipment. In conjunction with certain
of these arrangements, the Company has inventory repurchase agreements with the
finance companies that would require it to repurchase certain inventory which
might be repossessed from the customers by the finance companies. Such
repurchases have been insignificant to date.

The Company leases the majority of its facilities and certain equipment
under noncancelable operating leases. Renewal and purchase options at fair
values exist for a substantial portion of the leases. Rental expense for the
years ended January 1, 1994, December 31, 1994 and December 30, 1995 was
$11,939, $16,574 and $28,367, respectively. Future minimum rental commitments on
operating leases that have remaining noncancelable lease terms in excess of one
year as of December 30, 1995 are as follows:

<TABLE>
<S> <C>
1996............................................................... $21,507
1997............................................................... 18,614
1998............................................................... 16,693
1999............................................................... 14,912
2000............................................................... 9,912
Later years........................................................ 54,104
</TABLE>

F-15
<PAGE> 87

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 9 -- SEGMENT INFORMATION

The Company operates predominantly in a single industry segment as a
wholesale distributor of microcomputer hardware and software. Geographic areas
in which the Company operates include the United States (United States and the
majority of the Company's exports), Europe (Belgium, Denmark, France, Germany,
Italy, the Netherlands, Norway, Spain, Sweden and the United Kingdom) and Other
(Canada, Mexico and Singapore). Transfers between geographic areas primarily
represent intercompany sales and are accounted for based on established sales
prices between the related companies. Net sales, income (loss) from operations
and identifiable assets by geographic area are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
------------------------------------
1993 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES:
United States:
Sales to unaffiliated customers............... $3,118,316 $4,122,338 $5,969,749
Transfers between geographic areas............ 60,358 76,696 86,961
Europe........................................... 485,126 1,078,250 1,849,129
Other............................................ 440,727 629,611 797,989
Eliminations..................................... (60,358) (76,696) (86,961)
---------- ---------- ----------
Total.................................... $4,044,169 $5,830,199 $8,616,867
========== ========== ==========
INCOME (LOSS) FROM OPERATIONS:
United States.................................... $ 98,669 $ 123,796 $ 156,749
Europe........................................... (3,246) 8,079 19,576
Other............................................ 7,605 8,415 10,556
---------- ---------- ----------
Total.................................... $ 103,028 $ 140,290 $ 186,881
========== ========== ==========
IDENTIFIABLE ASSETS:
United States.................................... $ 945,699 $1,381,798 $1,996,642
Europe........................................... 190,892 393,346 669,309
Other............................................ 159,772 199,145 274,947
---------- ---------- ----------
Total.................................... $1,296,363 $1,974,289 $2,940,898
========== ========== ==========
</TABLE>

No single customer accounts for 10% or more of the Company's net sales.

NOTE 10 -- TRANSACTIONS WITH RELATED PARTIES

Ingram Industries provides certain corporate, general and administrative
services to the Company in addition to treasury activities described in Note 6
(including, but not limited to, legal, tax, employee benefits and electronic
data processing services). Charges for these services are based upon utilization
and at amounts which management believes are less than the amounts which the
Company would incur as a stand-alone entity. Such amounts are reflected as
charges allocated from Ingram Industries on the consolidated statement of
income.

Ingram Industries also provides guarantees to certain of the Company's
vendors and for certain of the Company's leases; no charges from Ingram
Industries have been reflected in the Company's financial statements for such
guarantees.

F-16
<PAGE> 88

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The Company leases warehouse and office space from certain shareholders of
Ingram Industries. Total rental payments were $729 in fiscal 1993, $784 in 1994
and $1,645 in 1995.

Other transactions with Ingram Industries affiliates includes sales of
$1,664 in fiscal 1993, $3,056 in 1994 and $5,281 in 1995.

NOTE 11 -- STOCK OPTIONS AND INCENTIVE PLANS

Certain of the Company's employees participate in Ingram Industries'
qualified and non-qualified stock option and SAR plans. Ingram Industries' plans
provide for the grant of options and SARs at fair value. In conjunction with the
Split-Off, Ingram Industries options held by the Company's employees and certain
other Ingram Industries options and SARs will be converted to Ingram Micro
options ("Rollover Stock Options") to purchase Class B Common Stock. Upon
conversion, approximately 11,000,000 Rollover Stock Options will be outstanding.
The Rollover Stock Options have exercise prices ranging from $0.66 to $3.32 per
share, the majority will be fully vested by the year 2000 and expire no later
than 10 years from the date of grant. The Company recorded a non-cash
compensation charge of approximately $6,745 or $4,115 net of tax, in the first
quarter of 1996 related to the vested portion of certain Rollover Stock Options.
This charge was based on the difference between the estimated fair value of such
options in the first quarter of 1996 and the exercise price of such options.

The Company has two Incentive Stock Unit ("ISU") plans available to grant
up to 1,575,000 ISUs to certain key employees. Subject to continued employment,
these stock appreciation awards vest over five years and actual cash payout is
based on the increase in book value from date of award grant. Outstanding ISUs
at January 1, 1994, December 31, 1994 and December 30, 1995 were 748,200,
221,000 and 25,100, respectively. The amounts charged to expense related to
these incentive stock unit plans totaled $3,354 in fiscal 1993, $2,163 in 1994
and $695 in 1995. There were no grants made under the ISU plans in 1995.

The Company will establish its separate stock option and incentive plans in
conjunction with the Split-Off. Refer to Note 12.

NOTE 12 -- SUBSEQUENT EVENTS

Formation of Ingram Micro Inc.

On April 29, 1996, a Delaware corporation, Ingram Micro Inc., was formed to
hold all of the outstanding stock of Ingram Micro Holdings Inc. ("Holdings"). It
is the Company's plan to merge with and into such Delaware corporation prior to
the effective date of a registration statement on Form S-1 filed with the
Securities and Exchange Commission. The proposed merger will not impact the
Company's financial statements, except for certain reclassifications within
stockholders' equity to reflect the capital structure described herein. This
change will be reflected in the Company's second quarter of 1996.

Ingram Micro Inc., a Delaware corporation, has two classes of common stock
consisting of 265,000,000 shares of $0.01 par value Class A Common Stock,
135,000,000 shares of $0.01 par value Class B Common Stock and 1,000,000 shares
of $0.01 par value Preferred Stock. Class A stockholders are entitled to one
vote on each matter to be voted on by the shareholders whereas the Class B
stockholders are entitled to ten votes

F-17
<PAGE> 89

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

on each matter to be voted on by the shareholders. The two classes of stock have
similar rights in all other respects. Each share of Class B Common Stock may at
any time be converted to a share of Class A Common Stock; however, conversion
will occur automatically on the earliest to occur of (i) the fifth anniversary
of the consummation of the Split-Off pursuant to the Exchange Agreement; (ii)
the sale of Class B Common Stock to any person not provided for under the
provisions of the Board Representation Agreement; or (iii) the date on which the
number of shares of Class B Common Stock then outstanding represents less than
25% of the aggregate number of shares of Class A Common Stock and Class B Common
Stock then outstanding. As a result of the formation of the Delaware
corporation, the Company will have approximately 108,000,000 shares of Class B
Common Stock outstanding. The Company made a $20,000 distribution to Ingram
Industries in the second quarter of 1996.

Key Employee Stock Purchase Plan

As of April 30, 1996, the Company adopted the Key Employee Stock Purchase
Plan (the "Plan") which provides for the issuance of up to 4,000,000 shares of
Class B Common Stock to certain employees. In June 1996, the Company offered
2,775,000 shares of its Class B Common Stock to certain employees pursuant to
the Plan, with expected net proceeds of approximately $19,025. Up to an
additional 1,118,000 shares remain available for issuance pursuant to the Plan.
The shares sold thereby are subject to vesting and certain restrictions on
transfer, may be redeemable prior to vesting and are subject to repurchase by
the Company upon termination of employment. In addition, the Company granted,
pursuant to this Plan, 107,000 restricted shares of Class B Common Stock to
certain officers and employees of the Company. These shares are subject to
vesting. Prior to vesting, these restricted grant shares are subject to
forfeiture to the Company without consideration.

1996 Equity Incentive Plan

As of April 30, 1996, the Company adopted the 1996 Equity Incentive Plan
and Ingram Industries approved the grant of options under this plan. In June
1996, the Company issued options at $7.00 per share to purchase an aggregate of
approximately 4,900,000 shares of Class B Common Stock under its Equity
Incentive Plan to all eligible employees of the Company. These options vest and
generally become exercisable over five years from the issue date and expire
eight years after the issue date.

Split-Off, Reorganization and Exchange

The Company plans to engage in a Split-Off, consisting of a Reorganization
and an Exchange, from Ingram Industries and Ingram Entertainment. Pursuant to
the Reorganization Agreement it is contemplated that the Company will retain all
of the assets and liabilities associated with the Company's business and will
indemnify Ingram Industries and Ingram Entertainment for all liabilities related
to the Company's business and operations or otherwise assigned to the Company.
In addition the Reorganization Agreement provides for the sharing by the Company
of approximately 73% of certain contingent assets and liabilities not allocated
to one of the parties. The Company will assume a portion of Ingram Industries'
debt in return for the extinguishment of intercompany indebtedness. The debt to
be assumed by the Company includes (i) an accounts receivable securitization
program which will be transferred to the Company subsequent to the Split-Off;
(ii) $190,000 of privately placed term debt; and (iii) certain borrowings on the
existing Ingram Industries' $380,000 revolving credit facility which will be
amended to reflect the Company as sole borrower. Ingram Industries and Ingram
Entertainment will guarantee the amended credit facility until such time as the
Company has received at least $250,000 in qualifying new equity. Ingram
Industries and Ingram Entertainment will receive a fee for such guarantees.

F-18
<PAGE> 90

INGRAM MICRO INC.
(A WHOLLY-OWNED SUBSIDIARY OF INGRAM INDUSTRIES INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

In connection with the Reorganization Agreement, the Company is expected to
enter into an employee benefit transfer, assumption and service agreement with
Ingram Industries and Ingram Entertainment which will provide for the allocation
of employee benefit assets and liabilities on a pro rata basis to each of the
parties of the Split-Off. It is also contemplated that the Company will enter
into a Tax Sharing Agreement. This Agreement will hold the Company liable for
its allocable share of the consolidated federal and state income tax liability
for the year that includes the Split-Off and approximately 73% of any adjustment
in excess of reserves already established by Ingram Industries for past federal
or state tax liabilities of the Company, Ingram Industries or Ingram
Entertainment. In addition, the Company will share in any refunds received. The
Company will also enter into a Transitional Service Agreement related to certain
administration services including data processing.

In conjunction with the Reorganization, the Company will consummate an
Exchange Agreement pursuant to which the existing shareholders of Ingram
Industries may exchange all or a portion of their shares of Ingram Industries
common stock for shares of Class B Common Stock of the Company and/or common
stock of Entertainment of equivalent value. If all stockholders were to exchange
all eligible shares, they would receive approximately 108,000,000 shares of
Class B Common Stock. Pursuant to a Transfer Restrictions Agreement, the shares
of Class B Common Stock received by employees of the Company, Ingram Industries
or Ingram Entertainment in the Exchange are expected to be subject to repurchase
by the Company upon termination of employment. The repurchase feature lapses
upon consummation of an initial public offering.

F-19
<PAGE> 91

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

PROSPECTUS (Subject to Completion)
Issued July 19, 1996

20,000,000 Shares

[INGRAM MICRO LOGO]

CLASS A COMMON STOCK
---------------------------

OF THE 20,000,000 SHARES OF CLASS A COMMON STOCK (THE "COMMON STOCK") OFFERED
HEREBY, 4,000,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE THE UNITED STATES
AND CANADA BY THE INTERNATIONAL UNDERWRITERS, AND 16,000,000 SHARES ARE BEING
OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS.
SEE "UNDERWRITERS." ALL OF THE SHARES OF COMMON STOCK OFFERED HEREBY ARE
BEING ISSUED AND SOLD BY THE COMPANY. PRIOR TO THE OFFERING, THERE HAS
BEEN NO PUBLIC MARKET FOR THE COMMON STOCK OF THE COMPANY. IT IS
CURRENTLY ESTIMATED THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE
BETWEEN $ AND $ PER SHARE. SEE "UNDERWRITERS" FOR A DISCUSSION
OF THE FACTORS TO BE CONSIDERED IN DETERMINING THE INITIAL PUBLIC
OFFERING PRICE. THE COMPANY HAS TWO CLASSES OF AUTHORIZED COMMON
STOCK, THE COMMON STOCK OFFERED HEREBY AND CLASS B COMMON STOCK
(THE "CLASS B COMMON STOCK," AND COLLECTIVELY WITH THE COMMON
STOCK, THE "COMMON EQUITY"). THE RIGHTS OF HOLDERS OF COMMON STOCK
AND CLASS B COMMON STOCK ARE IDENTICAL EXCEPT FOR VOTING AND
CONVERSION RIGHTS AND RESTRICTIONS ON TRANSFERABILITY. HOLDERS
OF THE COMMON STOCK ARE ENTITLED TO ONE VOTE PER SHARE, AND
HOLDERS OF THE CLASS B COMMON STOCK ARE ENTITLED TO TEN VOTES
PER SHARE ON MOST MATTERS SUBJECT TO STOCKHOLDER VOTE. UPON
THE CLOSING OF THIS OFFERING, THE INGRAM STOCKHOLDERS (AS
DEFINED HEREIN) WILL HAVE APPROXIMATELY 80.0% OF THE
COMBINED VOTING POWER OF THE COMMON EQUITY (79.8% IF THE
U.S. UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT OPTION
IN FULL). APPLICATION HAS BEEN MADE FOR THE COMMON
STOCK TO BE LISTED ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "IM."

---------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THE OFFERING.
---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------

PRICE $ A SHARE
---------------------------

- ---------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company estimated at $1,500,000.

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Wilson Sonsini Goodrich & Rosati, counsel for the Underwriters. It is
expected that delivery of the Shares will be made on or about ,
1996 at the office of Morgan Stanley & Co. Incorporated, New York, New York,
against payment therefor in immediately available funds.
---------------------------

MORGAN STANLEY & CO.
International

ALEX. BROWN & SONS
INTERNATIONAL

HAMBRECHT & QUIST

THE ROBINSON-HUMPHREY COMPANY, INC.

J.C. BRADFORD & CO.
, 1996

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

An itemized statement of the estimated amount of the expenses, other than
underwriting discounts and commissions, incurred and to be incurred in
connection with the issuance and distribution of the securities registered
pursuant to this Registration Statement is as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 111,034
NYSE listing fee................................................. *
NASD filing fee.................................................. 30,500
Printing and engraving expenses.................................. *
Accounting fees and expenses..................................... *
Legal fees and expenses.......................................... *
Transfer Agent fees and expenses................................. *
Blue Sky fees and expenses and legal fees........................ *
Miscellaneous.................................................... *
--------
Total.................................................. $ *
========
</TABLE>

- ---------------

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred by him as a result of such action,
and in the case of a derivative action, against expenses (including attorneys'
fees), if in either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company. This indemnification does not apply, in a derivative action, to matters
as to which it is adjudged that the director, officer, employee or agent is
liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

Section 102 of the DGCL allows the Company to eliminate or limit the
personal liability of a director to the Company or to any of its stockholders
for monetary damage for a breach of fiduciary duty as a director, except in the
case where the director (i) breaches such person's duty of loyalty to the
Company or its stockholders, (ii) fails to act in good faith, engages in
intentional misconduct or knowingly violates a law, (iii) authorizes the payment
of a dividend or approves a stock purchase or redemption in violation of Section
174 of the DGCL or (iv) obtains an improper personal benefit. Article Tenth of
the Company's Certificate of Incorporation includes a provision which eliminates
directors' personal liability to the fullest extent permitted under the Delaware
General Corporation Law.

Article Tenth of the Company's Certificate of Incorporation provides that
the Company shall indemnify any person (and the heirs, executors or
administrators of such person) who was or is a party or is threatened to be made
a party to, or is involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another

II-1
<PAGE> 93

corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by Delaware Law. Each such indemnified party shall have
the right to be paid by the Company for any expenses incurred in connection with
any such proceeding in advance of its final disposition to the fullest extent
authorized by Delaware Law. Article Tenth of the Company's Certificate of
Incorporation also provides that the Company may, by action of its Board of
Directors, provide indemnification to such of the employees and agents of the
Company to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by Delaware Law.

Reference is made to the underwriting agreement to be filed as an Exhibit
hereto, pursuant to which the Underwriters will agree to indemnify officers and
directors of the Company against certain liabilities under the Securities Act.

As permitted by Delaware Law and the Company's Certificate of
Incorporation, the Company maintains insurance covering its directors and
officers against certain liabilities incurred by them in their capacities as
such, including among other things, certain liabilities under the Securities Act
of 1933, as amended. In addition, the Company expects to enter into
indemnification agreements with its directors and officers prior to the closing
of this offering.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In July 1996, the Company sold 2,775,000 shares of Class B Common Stock to
certain of its employees for $19,025,000 (net of offering costs). The shares
were issued without registration under the Securities Act in reliance upon the
exemptions from registration afforded by Section 4(2) of the Securities Act, and
Regulation D and Regulation S promulgated under the Securities Act. All such
shares were issued pursuant to the Company's Key Employee Stock Purchase Plan
and are subject to certain restrictions.

Reference is made to "Management -- Rollover Plan" and "The
Split-Off -- The Exchange" regarding shares, and options exercisable for shares,
of the Company's Class B Common Stock, to be issued in connection with the
Exchange, the purchasers thereof and the consideration therefor. Such issuances
will occur without registration under the Securities Act in reliance upon the
exemption from registration afforded by Section 4(2) of the Securities Act.

II-2
<PAGE> 94

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) LIST OF EXHIBITS.

<TABLE>
<C> <C> <S>
1.01 -- Form of Underwriting Agreement*
3.01 -- Form of Certificate of Incorporation of the Registrant
3.02 -- Form of Bylaws of the Registrant
4.01 -- Specimen Certificate for the Class A Common Stock, par value $0.01 per share,
of the Registrant*
5.01 -- Opinion of Davis Polk & Wardwell*
10.01 -- Reorganization Agreement dated , 1996 among the Company, Ingram
Industries, and Ingram Entertainment*
10.02 -- Master Services Agreement dated , 1996 among the Company, Ingram
Industries, and Ingram Entertainment*
10.03 -- Tax Sharing and Services Agreement dated , 1996 among the Company,
Ingram Industries, and Ingram Entertainment*
10.04 -- Employee Benefits Transfer and Assumption Agreement dated , 1996
among the Company, Ingram Industries, and Ingram Entertainment*
10.05 -- Form of Registration Rights Agreement*
10.06 -- Amended Credit Facility*
10.07 -- Severance Agreement dated as of June 1, 1996 among Ingram Industries, Ingram
Entertainment, the Company, and Linwood A. Lacy, Jr.*
10.08 -- Ingram Micro Inc. Key Employee Stock Purchase Plan
10.09 -- Ingram Micro Inc. 1996 Equity Incentive Plan
10.10 -- Ingram Micro Inc. Amended 1996 Equity Incentive Plan*
10.11 -- Ingram Micro Inc. Executive Incentive Bonus Plan*
10.12 -- Agreement dated as of between the Company and Jeffrey R. Rodek*
10.13 -- Agreement dated as of between the Company and Sanat Dutta*
11.01 -- Statement Regarding Computation of Earnings Per Share*
21.01 -- Subsidiaries of the Registrant*
23.01 -- Consent of Price Waterhouse LLP
23.02 -- Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit
5.01)*
24.01 -- Powers of Attorney of certain officers and directors of the Registrant (filed
herewith on the signature page)
27.01 -- Financial Data Schedule (EDGAR version only)
</TABLE>

- ---------------
* To be filed by amendment.

(b) FINANCIAL STATEMENT SCHEDULES

See Schedule II on page S-1. All other schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable
or the information is contained in the Consolidated Financial Statements and
related notes and therefore have been omitted.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that:

(1) It will provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

II-3
<PAGE> 95

(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(3) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(4) For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-4
<PAGE> 96

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ingram Micro
Inc. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on this 18th day of July, 1996.

INGRAM MICRO INC.

By: /s/ JEFFREY R. RODEK

------------------------------------
Name: Jeffrey R. Rodek
Title: President and Chief
Operating Officer; Director

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes
and appoints John R. Ingram, James E. Anderson, Jr. and Michael J. Grainger, and
any agent for service named in this Registration Statement and each of them,
his, her, or its true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him, her, or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and things requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------------- --------------
<S> <C> <C>
/s/ MARTHA R. INGRAM Chairman of the Board of Directors July 18, 1996
-------------------------------------------
Martha R. Ingram
/s/ JOHN R. INGRAM Chief Executive Officer (Principal July 18, 1996
------------------------------------------- Executive Officer); Director
John R. Ingram
/s/ MICHAEL J. GRAINGER Chief Financial Officer (Principal July 18, 1996
------------------------------------------- Financial Officer and Principal
Michael J. Grainger Accounting Officer)
/s/ JEFFREY R. RODEK President and Chief Operating July 18, 1996
------------------------------------------- Officer; Director
Jeffrey R. Rodek
/s/ DAVID R. DUKES Vice Chairman; Director July 18, 1996
-------------------------------------------
David R. Dukes
/s/ DAVID B. INGRAM Director July 18, 1996
-------------------------------------------
David B. Ingram
/s/ PHILIP M. PFEFFER Director July 18, 1996
-------------------------------------------
Philip M. Pfeffer
</TABLE>

II-5
<PAGE> 97

INGRAM MICRO INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END OF
DESCRIPTION OF YEAR EXPENSES OTHER(*) DEDUCTIONS YEAR
- ----------------------------------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
receivable and sales returns:
1995............................. $ 25,668 $ 24,168 $ 673 $(19,717) $ 30,791
1994............................. 18,594 20,931 (4) (13,852) 25,668
1993............................. 12,928 17,492 2,343 (14,169) 18,594
Inventory obsolescence:
1995............................. $ 10,706 $ 13,199 $ 207 $(11,867) $ 12,246
1994............................. 9,431 9,410 257 (8,391) 10,706
1993............................. 6,076 6,587 121 (3,353) 9,431
</TABLE>

- ---------------
* Other includes recoveries, acquisitions and the effect of fluctuations in
foreign currency.

S-1
<PAGE> 98

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------------------------------------------------------------------- ----------
<C> <S> <C>
1.01 Form of Underwriting Agreement*
3.01 Form of Certificate of Incorporation of the Registrant
3.02 Form of Bylaws of the Registrant
4.01 Specimen Certificate for the Class A Common Stock, par value $0.01 per
share, of the Registrant*
5.01 Opinion of Davis Polk & Wardwell*
10.01 Reorganization Agreement dated , 1996 among the Company,
Ingram Industries, and Ingram Entertainment*
10.02 Master Services Agreement dated , 1996 among the Company,
Ingram Industries, and Ingram Entertainment*
10.03 Tax Sharing and Services Agreement dated , 1996 among the
Company, Ingram Industries, and Ingram Entertainment*
10.04 Employee Benefit, Transfer and Assumption Agreement dated ,
1996 among the Company, Ingram Industries, and Ingram Entertainment*
10.05 Form of Registration Rights Agreement*
10.06 Amended Credit Facility*
10.07 Severance Agreement dated as of June 1, 1996 among Ingram Industries,
Ingram Entertainment, the Company, and Linwood A. Lacy, Jr.*
10.08 Ingram Micro Inc. Key Employee Stock Purchase Plan
10.09 Ingram Micro Inc. 1996 Equity Incentive Plan
10.10 Ingram Micro Inc. Amended 1996 Equity Incentive Plan*
10.11 Ingram Micro Inc. Executive Incentive Bonus Plan*
10.12 Agreement dated as of between the Company and Jeffrey R.
Rodek*
10.13 Agreement dated as of between the Company and Sanat Dutta*
11.01 Statement Regarding Computation of Earnings Per Share*
21.01 Subsidiaries of the Registrant*
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Davis Polk & Wardwell (included in their opinion filed as
Exhibit 5.01)*
24.01 Powers of Attorney of certain officers and directors of the Registrant
(filed herewith on the signature page)
27.01 Financial Data Schedule (EDGAR version only)
</TABLE>

- ---------------
* To be filed by amendment.

<PAGE> 1
Exhibit 3.01

CERTIFICATE OF INCORPORATION

INGRAM MICRO INC.

* * * * *

FIRST: The name of the Corporation is Ingram Micro Inc.

SECOND: The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware. The name of its registered agent at such address
is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended ("DELAWARE LAW").

FOURTH: (a) SHARES AUTHORIZED. The total number of shares of stock
which the Corporation shall have authority to issue is (i) a total of
400,000,000 shares of Common Stock, par value $0.01 per share (the "COMMON
STOCK"), in two classes consisting of 265,000,000 shares of Class A Common Stock
(the "CLASS A COMMON STOCK") and 135,000,000 shares of Class B Common Stock (the
"CLASS B COMMON STOCK") and (ii) 1,000,000 shares of Preferred Stock, par value
$0.01 per share (the "PREFERRED STOCK"). The number of authorized shares of any
class or classes of capital stock of the Corporation may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of the stock
of the Corporation entitled to vote generally in the election of directors,
irrespective of the provisions of Section 242(b)(2) of the Delaware Law or any
corresponding provision hereinafter enacted.

(b) COMMON STOCK. All shares of Class A Common Stock and Class B
Common Stock will be identical and will entitle the holders thereof to the same
rights and privileges, except as otherwise provided herein.
<PAGE> 2
(1) VOTING RIGHTS. The holders of the Class A Common Stock shall be
entitled to one vote on each matter to be voted on by the stockholders of
the Corporation for each share of such stock held. The holders of the
Class B Common Stock shall be entitled to 10 votes on each matter to be
voted on by the stockholders of the Corporation for each share of such
stock held. Except as otherwise required by applicable law, the holders of
shares of Class A Common Stock and the holders of shares of Class B Common
Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

(2) DIVIDENDS AND DISTRIBUTIONS. Subject to the preferences
applicable to Preferred Stock outstanding at any time, the holders of
shares of Class A Common Stock and the holders of shares of Class B Common
Stock shall be entitled to receive, from time to time, when and as
declared by the Board of Directors, out of assets or funds of the
Corporation legally available therefor, dividends and other distributions
in cash, property or securities of the Corporation; provided that, subject
to the provisions of this subparagraph, the Corporation shall pay
dividends or other distributions to the holders of each class of Common
Stock that are equal on a per share basis. In the case of dividends or
other distributions payable in Class A Common Stock or Class B Common
Stock, including distributions pursuant to stock splits or divisions of
Class A Common Stock or Class B Common Stock, only shares of Class A
Common Stock shall be distributed with respect to Class A Common Stock and
only shares of Class B Common Stock shall be distributed with respect to
Class B Common Stock. In the case of dividends or other distributions
consisting of other voting securities of the Corporation, the Corporation
shall declare and pay such dividends in two separate classes of such
voting securities, identical in all respects, except that the voting
rights of each such security paid to the holders of Class A Common Stock
shall be one-tenth of the voting rights of each such security paid to the
holders of Class B Common Stock, and such security paid to the holders of
Class B Common Stock shall convert into the security paid to the holders
of Class A Common Stock upon the same terms and conditions applicable to
the Class B Common Stock. In the case of dividends or other distributions
consisting of non-voting securities convertible into, or exchangeable
for, voting securities of the Corporation, the Corporation shall provide
that such convertible or exchangeable securities and the underlying
securities

2
<PAGE> 3
be identical in all respects (including, without limitation, the
conversion or exchange rate), except that the voting rights of each
security underlying the convertible or exchangeable security paid to the
holders of Class A Common Stock shall be one-tenth of the voting rights of
each security underlying the convertible or exchangeable security paid to
the holders of the Class B Common Stock, and such underlying securities
paid to the holders of Class B Common Stock shall convert into the
underlying securities paid to the holders of Class A Common Stock upon the
same terms and conditions applicable to the Class B Common Stock.

(3) STOCK SPLITS. The Corporation shall not in any manner subdivide
or combine (by stock split, stock dividend, reclassification,
recapitalization or otherwise) the outstanding shares of one class of
Common Stock unless the outstanding shares of all classes of Common Stock
shall be proportionately subdivided or combined.

(4) CONVERSION OF CLASS B COMMON STOCK. (A) OPTIONAL. Subject to the
provisions of this subparagraph (4),the holder of each share of Class B
Common Stock shall have the right, at any time, at such holder's option,
to convert each outstanding share of Class B Common Stock into one fully
paid and nonassessable share of Class A Common Stock. Such right of
conversion shall be exercised by the holder thereof by giving written
notice to the Corporation that the holder elects to convert a stated
number of shares of Class B Common Stock into Class A Common Stock and by
surrender of a certificate or certificates for the shares to be converted
as provided in subparagraph (4)(C) below.

(B) AUTOMATIC. Each outstanding share of Class B Common Stock will
be automatically converted into one fully paid and nonassessable share of
Class A Common Stock without any action (including without limitation the
surrender of certificates therefor) on the part of the holder thereof upon
the earliest to occur of:

(I) the fifth anniversary of the consummation of the split-off
pursuant to the Exchange Agreement (the "EXCHANGE AGREEMENT") to be
entered into among Ingram Industries Inc., Ingram Entertainment
Inc., the Corporation and the persons listed on the signature pages
thereof;

3
<PAGE> 4
(II) the sale or transfer of such share of Class B Common Stock
(A) by a holder that is a party to the Board Representation
Agreement (as defined in the Exchange Agreement) to any person that
is not (i) an affiliate of such holder, (ii) the spouse or a
descendant (including adopted persons and their descendants) of such
holder, their estates or trusts or other entities for the benefit of
such holder or its affiliates, spouse or descendants (including
adopted persons and their descendants) or (iii) any other party to
the Exchange Agreement or (B) by any other holder, to a holder that
is not the spouse or a descendant (including adopted persons and
their descendants) of such holder, their estates or trusts for the
benefit thereof; and

(III) the date on which the number of shares of Class B Common
Stock then outstanding represents less than 25% of the aggregate
number of shares of Class A Common Stock and Class B Common Stock
then outstanding, as determined by the Board of Directors of the
Corporation.

As soon as practicable following the occurrence of an event referred to in
clause (I) or (III) above, written notice of such automatic conversion
shall be given by the Corporation to all holders of Class B Common Stock.
Upon receipt of such written notice, or immediately prior to the
consummation of any sale or transfer referred to in clause (II) above,
each holder of Class B Common Stock shall, pursuant to subparagraph (4)(C)
below, surrender the certificate or certificates representing the shares
of Class B Common Stock that have been or will be converted.

(C) Each certificate for shares of Class B Common Stock to be
surrendered to the Corporation in connection with a conversion shall be
surrendered at the principal office of the Corporation (or such other
office or agency of the Corporation as the Corporation may designate by
notice in writing to the holder or holders of the Class B Common Stock) at
any time during its usual business hours, together with a statement of the
name or names (with address) in which the certificate or certificates for
shares of Class A Common Stock shall be issued. Unless the shares issuable
on conversion are to be issued in the same name as the name in which such
shares of Class B Common Stock are registered, each share surrendered for
conversion shall be accompanied by instruments of

4
<PAGE> 5
transfer, in form satisfactory to the Corporation, duly executed by the
holder or the holder's duly authorized attorney and by transfer tax stamps
or funds therefor, if required pursuant to subparagraph (4)(G) below.

(D) Promptly following the receipt by the Corporation of the
certificate for the share or shares of Class B Common Stock surrendered
for conversion, together with the other documents referred to in
subparagraph (4)(C) above, and the payment in cash of any amount required
pursuant to subparagraph (4)(G) below, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in
such name or names as such holder may direct, a certificate or
certificates for the number of shares of Class A Common Stock issuable
upon conversion of such share or shares of Class B Common Stock. Such
conversion shall be deemed to have been effected immediately prior to the
close of business on (x) the date on which the certificate or certificates
for such share or shares, together with the other documents referred to in
subparagraph (4)(C) above, shall have been surrendered and the payment of
the amount required pursuant to subparagraph (4)(G) below shall have been
made, in the case of a conversion pursuant to subparagraph (4)(A) above or
(y) upon consummation of the sale or the happening of an event in the case
of a conversion pursuant to subparagraph (4)(B) above, and at such time
the rights of the holder of such share or shares of Class B Common Stock
shall cease, and the person or persons in whose name or names any
certificate or certificates for shares of Class A Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

(E) If the number of shares of Class B Common Stock represented by
the certificate or certificates surrendered for conversion exceeds the
number of shares converted, the Corporation shall, upon such conversion,
execute and deliver to the holder thereof, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Class B Common Stock represented by the certificate or certificates
surrendered which are not to be converted.

(F) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, such number of its authorized
but unissued shares of Class A Common Stock as shall be required for

5
<PAGE> 6
the purpose of effecting conversions of the Class B Common Stock.

(G) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or
delivery of shares of Class A Common Stock on conversion of the Class B
Common Stock pursuant hereto; provided that the Corporation shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the issue or delivery of shares of Class A Common Stock in a
name other than that of the holder of the Class B Common Stock to be
converted and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the Corporation the
amount of any such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.

(H)(I) In the event that the Corporation shall enter into any
consolidation, merger, combination or other transaction in which
shares of any class of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property,
then, and in such event, the shares of each class of Common Stock
shall be exchanged for or changed into an amount per share equal to
the amount of stock, securities, cash and/or any other property, as
the case may be, into which or for which each share of the other
class of Common Stock is exchanged or changed; provided that if
shares of Class A Common Stock and Class B Common Stock are
exchanged for or changed into shares of capital stock, such shares
so exchanged for or changed into may differ to the extent and only
to the extent that the Class A Common Stock and Class B Common Stock
differ as provided herein.

(II) In the event of a reclassification, change of outstanding
shares (other than a change in par value or as a result of any
subdivision or combination) or other similar transaction as a result
of which the shares of Class A Common Stock are converted into
another security, then a holder of Class B Common Stock shall be
entitled to receive upon conversion the amount of such security that
such holder would have received if such conversion had occurred
immediately prior to the record date of such reclassification or
other similar transaction.

6
<PAGE> 7
(III) If a share of Class B Common Stock shall be converted
subsequent to the record date for the payment of a dividend or other
distribution on shares of Class B Common Stock but prior to such
payment, then the registered holder of such share at the close of
business on such record date shall be entitled to receive the
dividend or other distribution payable on such share on such date
notwithstanding the conversion thereof.

(5) LIQUIDATION RIGHTS. In the event of any dissolution, liquidation
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, after payment or provision for the payment of the debts and
other liabilities of the Corporation and after making provision for the
holders of each series of Preferred Stock, if any, the remaining assets
and funds of the Corporation, if any, shall be divided among and paid
ratably to the holders of the Class A Common Stock and the Class B Common
Stock treated as a single class.

(6) ISSUANCE. Shares of Class B Common Stock which have been issued
and reacquired in any manner, including shares purchased, redeemed,
converted or exchanged, shall (upon compliance with any applicable
provisions of the laws of the State of Delaware) be canceled and shall not
be available for reissue or redesignation.

(c) PREFERRED STOCK. The Board of Directors is hereby empowered to
authorize by resolution or resolutions from time to time the issuance of one or
more classes or series of Preferred Stock and to fix the voting powers, full or
limited, or no voting powers and the designations, preferences and relative,
participating, optional or other special rights, if any, and the qualifications
or restrictions thereof, if any, with respect to each such class or series of
Preferred Stock and the number of shares constituting each such class or series,
and to increase or decrease the number of shares of any such class or series to
the extent permitted by Delaware Law.

7
<PAGE> 8
FIFTH: The name and mailing address of the incorporator are:

NAME MAILING ADDRESS
---- ---------------

Carole Schiffman 450 Lexington Avenue
New York, New York 10017

The power of the incorporator as such shall terminate upon the filing of this
Certificate of Incorporation.

SIXTH: The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until their
successors are elected and qualified are:

NAME MAILING ADDRESS
---- ---------------

Linwood A. Lacy, Jr. c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

Philip M. Pfeffer c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

Jeffrey R. Rodek c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

David R. Dukes c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

John R. Ingram c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

David B. Ingram c/o Ingram Micro Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

SEVENTH: The Board of Directors shall have the power to adopt, amend
or repeal the bylaws of the Corporation.

EIGHTH: (a) Election of directors need not be by written ballot
unless the bylaws of the Corporation so provide.

8
<PAGE> 9
(b) There shall be no cumulative voting in the election of
directors.

NINTH: For so long as any shares of Class B Common Stock are
outstanding, any action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, by written consent setting forth the action to be taken signed by the
holders of outstanding capital stock entitled to vote thereon having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a stockholders' meeting at which all shares entitled to vote
thereon were present and voted. Commencing at such time as there are no shares
of Class B Common Stock outstanding, any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken only upon
the vote of stockholders at an annual or special meeting duly noticed and called
in accordance with Delaware Law and may not be taken by written consent of
stockholders without a meeting.

TENTH: (a) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

(b)(i) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE TENTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE TENTH shall be a contract right.

(ii) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the employees and agents of the Corporation
to such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by Delaware Law.

9
<PAGE> 10
(c) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.

(d) The rights and authority conferred in this ARTICLE TENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.

(e) Neither the amendment nor repeal of this ARTICLE TENTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE TENTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

ELEVENTH: The Corporation reserves the right to amend this
Certificate of Incorporation in any manner permitted by Delaware Law and, except
as otherwise provided in ARTICLE TENTH, all rights and powers conferred herein
on stockholders, directors and officers, if any, are subject to this reserved
power. For so long as any shares of Class B Common Stock are outstanding, in
addition to any vote otherwise required by law, any such amendment shall require
approval of both (a) a majority of the members of the Board of Directors and (b)
the holders of a majority of the voting power of all the shares of capital stock
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class.

10
<PAGE> 11
IN WITNESS WHEREOF, I have hereunto signed my name this 29th day of
April, 1996.

/s/ Carole Schiffman
_______________________________
Carole Schiffman

<PAGE> 1
Exhibit 3.02

BYLAWS

INGRAM MICRO INC.

* * * * *

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

SECTION 3. BOOKS. The books of the Corporation may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on
such date and at such time as may be determined from time to time by the Board
of Directors (or the chief executive officer in the absence of a designation by
the Board of Directors).

SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders,
commencing with the year 1997, shall be held to elect the Board of Directors and
transact such other business as may properly be brought before the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be
called by the Board of Directors or the chairman of the Board and shall be
called by the secretary at the request in writing of stockholders having at
least ten percent of the outstanding voting power of the
<PAGE> 2
Corporation. Such request shall state the purpose or purposes of the proposed
meeting.

SECTION 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF
NOTICE. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended ("DELAWARE LAW"), such notice shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice. Unless these bylaws otherwise require, when a meeting is adjourned
to another time or place (whether or not a quorum is present), notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken; provided that if the adjournment
is for more than 30 days, or after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting.

(b) A written waiver of any such notice signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

SECTION 5. QUORUM. Unless otherwise provided under the certificate
of incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the votes entitled to be
cast by the stockholders entitled to vote generally, present in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the stockholders; provided that in the case of any vote to be taken by
classes, the holders of a majority of the votes entitled to be cast by the
stockholders of a particular class shall constitute a quorum for the transaction
of business by such class.

2
<PAGE> 3
SECTION 6. VOTING. (a) Unless otherwise provided by Delaware Law or
by the certificate of incorporation, each stockholder of record of any class or
series of capital stock of the Corporation shall be entitled to such number of
votes for each share of such stock as may be fixed in the certificate of
incorporation or in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such stock.

(b) Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to a corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

(c) Unless otherwise provided by Delaware Law, the certificate of
incorporation or these bylaws, the affirmative vote of shares of capital stock
of the Corporation representing a majority of the voting power of the
Corporation present, in person or by proxy, at a meeting of stockholders and
entitled to vote on the subject matter shall be the act of the stockholders.

SECTION 7. ACTION BY CONSENT. (a) Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding capital
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

3
<PAGE> 4
(b) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by this Section and
Delaware Law to the Corporation, written consents signed by a sufficient number
of holders to take action are delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

SECTION 8. ORGANIZATION. At each meeting of stockholders, the
chairman of the Board, if one shall have been elected, (or in his absence or if
one shall not have been elected, the chief executive officer) shall act as
chairman of the meeting. The secretary (or in his absence or inability to act,
the person whom the chairman of the meeting shall appoint secretary of the
meeting) shall act as secretary of the meeting and keep the minutes thereof.

SECTION 9. ORDER OF BUSINESS. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. Except as otherwise provided in Delaware
Law or the certificate of incorporation, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of
directors which shall constitute the whole Board of Directors shall be fixed
from time to time by resolution of the Board of Directors but shall in no event
be less than five nor more than seven. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 12 of this
Article III, and each director so elected shall hold office until his successor
is elected and qualified or until his earlier death, resignation or removal.
Directors need not be stockholders.

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<PAGE> 5
SECTION 3. QUORUM AND MANNER OF ACTING. (a) Unless the certificate
of incorporation or these bylaws require a greater number, a majority of the
total number of directors shall constitute a quorum for the transaction of
business, and the affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

(b) When a meeting is adjourned to another time or place (whether or
not a quorum is present), notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the Board of Directors may transact any
business which might have been transacted at the original meeting. If a quorum
shall not be present at any meeting of the Board of Directors the directors
present thereat may adjourn the meeting, from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

SECTION 4. TIME AND PLACE OF MEETINGS. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the chief executive officer in the absence of a determination by
the Board of Directors).

SECTION 5. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, on such date and at such
time as shall be specified in a notice thereof given as hereinafter provided in
Section 7 of this Article or in a waiver of notice thereof signed by any
director who chooses to waive the requirement of notice.

SECTION 6. REGULAR MEETINGS. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.

SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the chief executive officer and shall be called by
the secretary on

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<PAGE> 6
the written request of three directors. Notice of special meetings of the Board
of Directors shall be given to each director at least three days before the date
of the meeting in such manner as is determined by the Board of Directors.

SECTION 8. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; provided that no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, amending the bylaws of the Corporation, or
authorizing any action required pursuant to these bylaws to be authorized or
approved by a majority of the entire Board of Directors; and unless the
resolution of the Board of Directors, the certificate of incorporation or these
bylaws expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

SECTION 9. ACTION BY CONSENT. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

SECTION 10. TELEPHONIC MEETINGS. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of

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<PAGE> 7
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

SECTION 11. RESIGNATION. Any director may resign at any time by
giving written notice to the Board of Directors or to the secretary of the
Corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

SECTION 12. VACANCIES. Unless otherwise provided in the certificate
of incorporation, vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the
outstanding voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Whenever the
holders of any class or classes of stock or series thereof are entitled to elect
one or more directors by the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected. Each director so chosen
shall hold office until his successor is elected and qualified, or until his
earlier death, resignation or removal. If there are no directors in office, then
an election of directors may be held in accordance with Delaware Law.

SECTION 13. REMOVAL. Any director or the entire Board of Directors
may be removed, with or without cause, at any time by the affirmative vote of
the holders of a majority of the outstanding voting power of all of the shares
of capital stock of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class, and the vacancies thus
created may be filled in accordance with Section 12 of this Article III.

SECTION 14. COMPENSATION. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have
authority to fix the compensation of directors, including fees and reimbursement
of expenses.

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<PAGE> 8
ARTICLE IV

OFFICERS

SECTION 1. PRINCIPAL OFFICERS. The principal officers of the
Corporation shall be a chief executive officer, a president, one or more vice
presidents, a treasurer and a secretary who shall have the duty, among other
things, to record the proceedings of the meetings of stockholders and directors
in a book kept for that purpose. The Corporation may also have such other
principal officers, including a chairman, a vice chairman or one or more
controllers, as the Board of Directors may in its discretion appoint. One person
may hold the offices and perform the duties of any two or more of said offices,
except that no one person shall hold the offices and perform the duties of
president and secretary.

SECTION 2. ELECTION, TERM OF OFFICE AND REMUNERATION. The principal
officers of the Corporation shall be elected annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal. The remuneration of all officers of the Corporation shall be fixed by
the Board of Directors. Any vacancy in any office shall be filled in such manner
as the Board of Directors shall determine.

SECTION 3. SUBORDINATE OFFICERS. In addition to the principal
officers enumerated in Section 1 of this Article IV, the Corporation may have
one or more assistant treasurers, assistant secretaries and assistant
controllers and such other subordinate officers, agents and employees as the
Board of Directors may deem necessary, each of whom shall hold office for such
period as the Board of Directors may from time to time determine. The Board of
Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.

SECTION 4. REMOVAL. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by the Board of Directors.

SECTION 5. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall take
effect upon receipt of notice thereof

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<PAGE> 9
or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

SECTION 6. POWERS AND DUTIES. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective
offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.

ARTICLE V

GENERAL PROVISIONS

SECTION 1. FIXING THE RECORD DATE. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided that the Board of Directors may fix a new record date for the adjourned
meeting.

(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by Delaware Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed

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<PAGE> 10
to be taken is delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by Delaware Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

SECTION 2. DIVIDENDS. Subject to limitations contained in Delaware
Law and the certificate of incorporation, the Board of Directors may declare and
pay dividends upon the shares of capital stock of the Corporation, which
dividends may be paid either in cash, in property or in shares of the capital
stock of the Corporation.

SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall
commence on the day following the end of the preceding fiscal year of the
Corporation and end on the Saturday nearest December 31 of each year.

SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.

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SECTION 5. VOTING OF STOCK OWNED BY THE CORPORATION. The Board of
Directors may authorize any person, on behalf of the Corporation, to attend,
vote at and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold stock.

SECTION 6. AMENDMENTS. These bylaws or any of them, may be altered,
amended or repealed, or new bylaws may be made, by the stockholders entitled to
vote thereon at any annual or special meeting thereof or by the Board of
Directors.

<PAGE> 1
Exhibit 10.08
INGRAM MICRO INC.

KEY EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE. The purposes of the Ingram Micro Inc. Key
Employee Stock Purchase Plan are to promote the interests of Ingram Micro Inc.
and its stockholders by (i) attracting and retaining exceptional executive
personnel and other key employees of Micro and its Affiliates, as defined below;
(ii) motivating such employees by means of an equity-based incentive to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of Micro.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms
shall have the meanings set forth below:

"ACQUISITION AGREEMENT" means an agreement substantially in the form
attached hereto as Exhibit A, in the case of Shares acquired under Section 6, or
Exhibit B in the case of Shares of Restricted Stock acquired under Section 7, in
each case to be executed by Micro and a Participant as a condition to such
acquisition by such Participant.

"ACQUISITION DATE" means the date that a Participant has executed
the applicable Acquisition Agreement and, in the case of purchases in accordance
with Section 6(c) hereof, paid for the shares to be purchased as required
thereby.

"AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by Micro and (ii) any other entity in which Micro has a significant
equity interest or which has a significant equity interest in Micro, in either
case as determined by the Committee.

"BOARD" means the Board of Directors of Micro.

"CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

"COMMITTEE", prior to the registration of any class of Micro Common
Stock under Section 12 of the Exchange Act, means either the Board or the
Committee, as hereinafter defined, and, after such registration, means a
committee of the Board designated by the Board to administer the Plan and
composed of not less than the minimum number of persons from
<PAGE> 2
time to time required by Rule 16b-3, each of whom, to the extent necessary to
comply with Rule 16b-3 only, is a "disinterested person" within the meaning of
Rule 16b-3. Until otherwise determined by the Board, the Compensation Committee
designated by the Board shall be the Committee under the Plan.

"EMPLOYEE" means an employee of Micro or any Affiliate.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"EXCHANGE AGREEMENT" means the Exchange Agreement among Ingram
Industries Inc., Ingram Entertainment Inc., Micro and the other Persons set
forth on the signature pages thereof pursuant to which Micro will be split-off
from Ingram Industries Inc.

"EXECUTIVE OFFICER" means, at any time, an individual who is an
executive officer of Micro within the meaning of Exchange Act Rule 3b-7 or who
is an officer of Micro within the meaning of Exchange Act Rule 16a-1(f).

"FAIR MARKET VALUE" means with respect to the Shares, as of any
given date or dates, the reported closing price of a share of such class of
common stock on such exchange or market as is the principal trading market for
such class of common stock. If such class of common stock is not traded on an
exchange or principal trading market on such date, the fair market value of a
Share shall be determined by the Committee in good faith taking into account as
appropriate recent sales of the Shares, recent valuations of the Shares, the
lack of liquidity of the Shares, the fact that the Shares may represent a
minority interest and such other factors as the Committee shall in its
discretion deem relevant or appropriate.

"INGRAM FAMILY" means Martha Ingram, her descendants (including any
adopted persons and their descendants) and their respective spouses.

"MICRO" means Ingram Micro Inc., together with any successor
thereto.

OFFICER" means any employee whose aggregate direct annual
remuneration from Micro exceeds $60,000 and who is appointed by the Board to a
position of significant managerial responsibility within Micro.

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<PAGE> 3
"PARTICIPANT" means any Employee selected by the Committee to
participate in the Plan and who executes an Acquisition Agreement (and to the
extent applicable, any heirs or legal representatives thereof).

"PERSON" means any individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

"PLAN" means this Ingram Micro Inc. Key Employee Stock Purchase
Plan.

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement referred to in, and to be entered into at the closing of the
transactions contemplated by, the Exchange Agreement.

"RESTRICTED STOCK" means any Shares granted under Section 7 of the
Plan.

"RULE 16b-3" means Rule 16b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereunder as in
effect from time to time.

"SEC" means the Securities and Exchange Commission or any successor
thereto.

"SHARES" means shares of Class B Common Stock, $.01 par value, of
Micro, or such other securities of Micro as may be designated by the Committee
from time to time.

"TRANSFER RESTRICTIONS AGREEMENT" means the Transfer Restrictions
Agreement referred to in, and to be entered into at the closing of the
transactions contemplated by, the Exchange Agreement.

SECTION 3. ADMINISTRATION.

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<PAGE> 4
terminated and shares acquired thereunder may be reacquired or transferred; (v)
interpret and administer the Plan and any Acquisition Agreement or other
instrument or agreement relating to, or made under, the Plan; (vi) establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (vii)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

(b) Committee Discretion Binding. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Acquisition Agreement
shall be within the sole discretion of the Committee, may be made at any time
and shall be final, conclusive and binding upon all Persons, including Micro,
any Affiliate, any Participant, any holder or beneficiary of any Acquisition
Agreement, any shareholder and any Employee.

SECTION 4. SHARES AVAILABLE FOR ACQUISITION AGREEMENTS.

(a) Shares Available. Subject to adjustment as provided in Section
4(b), the number of Shares which may be issued under the Plan shall be
4,000,000. Notwithstanding the foregoing and subject to adjustment as provided
in Section 4(b), no Employee of Micro may receive Acquisition Agreements under
the Plan in any calendar year that relate to more than 600,000 Shares.

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<PAGE> 5
Committee no such adjustment shall be authorized to the extent that such
authority would be inconsistent with the Plan's meeting the requirements of
Section 162(m) of the Code, as from time to time amended.

(c) Sources of Shares. Any Shares delivered pursuant to an
Acquisition Agreement may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

SECTION 5. ELIGIBILITY. Any Employee, including any Officer or
employee-director of Micro or any Affiliate shall be eligible to be designated a
Participant.

SECTION 6. SHARE PURCHASES.

(a) Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Micro, the Committee shall have sole and complete
authority to determine the Employees eligible to purchase Shares hereunder, the
number of Shares available for purchase by each such Participant, the purchase
price therefor and the conditions and limitations applicable to such purchase,
the duration of the period during which, and the conditions under which, such
Shares may be repurchased by Micro, and the other terms and conditions of the
related Acquisition Agreements.

(b) Purchase Price. Subject to the provisions of the Plan and any
contractual provisions affecting Micro, the Committee in its sole discretion
shall establish the purchase price at the time the opportunity to purchase
Shares hereunder is made available to a Participant.

(c) Payment. No Shares shall be delivered hereunder until payment in
full of the purchase price therefor is received by Micro. Such payment may be
made in cash or its equivalent, pursuant to financing arrangements approved by
the Committee, including loans to Participants made by Micro, or by a
combination of the foregoing, provided that the combined value of all cash, cash
equivalents and such financing arrangements is at least equal to such purchase
price.

SECTION 7. RESTRICTED STOCK. Subject to the provisions of the Plan
and contractual provisions affecting Micro, the Committee shall have sole and
complete authority to determine the Employees to whom Shares of Restricted Stock
shall be granted, the number of Shares of Restricted Stock to be granted to each
Participant, the duration of the period during which, and the conditions under
which, the

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<PAGE> 6
Restricted Stock may be forfeited to Micro, and the other terms and conditions
of the related Acquisition Agreements.

SECTION 8. TRANSFER RESTRICTIONS. Shares acquired hereunder may not
be sold, assigned, transferred, pledged or otherwise disposed of, except as
provided in the Plan or the applicable Acquisition Agreement. Each Acquisition
Agreement shall include provisions established by the Committee setting forth
the terms and conditions under which Micro shall be obligated to purchase, and
the Participant shall be obligated to sell, the Shares to be issued under the
Acquisition Agreement. Certificates issued in respect of Shares shall be
registered in the name of the Participant and deposited by such Participant,
together with a stock power endorsed in blank, with Micro. To the extent
provided in the applicable Acquisition Agreement, upon the lapse of restrictions
applicable to such Shares Micro shall deliver such certificates to the
Participant upon request.

SECTION 9. TERMINATION OF EMPLOYMENT. In the event of the
Participant's termination of employment, the terms of the applicable Acquisition
Agreement shall determine the treatment of the Shares acquired thereunder.
Except as the Committee may otherwise determine, for purposes hereof any
termination of a participant's employment for any reason shall occur on the date
Participant ceases to perform services for Micro or any Affiliate without regard
to whether Participant continues thereafter to receive any compensatory payments
therefrom or is paid salary thereby in lieu of notice of termination.

SECTION 10. AMENDMENT AND TERMINATION.

(a) Amendments to the Plan. Subject to any contractual restrictions
affecting Micro, the Board may amend, alter, suspend, discontinue, or terminate
the Plan or any portion thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement for which or with which the Board deems it necessary or
desirable to qualify or comply. Notwithstanding anything to the contrary herein,
the Committee may amend the Plan in such manner as may be necessary so as to
have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

(b) Amendments to Acquisition Agreements. The Committee may waive
any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or

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<PAGE> 7
terminate, any Acquisition Agreement, prospectively or retroactively; provided
that any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would adversely affect the rights of any
Participant under any Acquisition Agreement shall not to that extent be
effective without the consent of the affected Participant.

SECTION 11. GENERAL PROVISIONS.

(a) No Rights to Purchase or Otherwise Acquire Shares. No Employee,
Participant or other Person shall have any claim to be granted the opportunity
to purchase or otherwise acquire any Shares hereunder, and there is no
obligation for uniformity of treatment of Employees or Participants. The terms
and conditions of Acquisition Agreements need not be the same with respect to
each recipient.

(b) Share Certificates. All certificates for Shares or other
securities of Micro or any Affiliate delivered under the Plan pursuant to any
Acquisition Agreement shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan, the applicable
Acquisition Agreement or the rules, regulations and other requirements of the
SEC or any stock exchange upon which such Shares or other securities are then
listed and any applicable laws or rules or regulations, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

(c) Withholding. A Participant may be required to pay to Micro or
any Affiliate and Micro or any Affiliate shall have the right and is hereby
authorized to withhold from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities or other property) of
any applicable withholding taxes in respect of the acquisition of Shares
hereunder, the lapse of any restrictions on transfer of the Shares acquired
hereunder or the vesting of Shares acquired hereunder and to take such other
action as may be necessary in the opinion of Micro to satisfy all obligations
for the payment of such taxes. The Committee may in its discretion provide for
additional cash payments to Participants to defray or offset any tax arising
from any such acquisition, lapse or vesting relating to any Acquisition
Agreement.

(d) Execution of Acquisition Agreement; Disposition of Shares. No
Shares shall be issued hereunder unless and until an Acquisition Agreement shall
be executed

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<PAGE> 8
by Micro and the Participant. Each certificate representing Shares so acquired
shall bear an appropriate legend setting forth the restrictions on transfer of
such Shares as provided by such Acquisition Agreement.

(e) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent Micro or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options, restricted stock, Shares and other types of awards (subject to
shareholder approval if such approval is required), and such arrangements may be
either generally applicable or applicable only in specific cases.

(f) No Right to Employment. The execution of an Acquisition
Agreement shall not be construed as giving a Participant the right to be
retained in the employ of Micro or any Affiliate. Further, Micro or an Affiliate
may at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Acquisition Agreement.

(g) Rights as a Stockholder. Subject to the provisions of the
applicable Acquisition Agreement, each Participant holding Shares acquired
hereunder shall be entitled to the rights of a stockholder in respect of such
Shares.

(h) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Acquisition
Agreement shall be determined in accordance with the laws of the State of
Delaware.

(i) Severability. If any provision of the Plan or any Acquisition
Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any Person or Acquisition Agreement, or would
disqualify the Plan or any Acquisition Agreement under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform
to the applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of the
Plan or the Acquisition Agreement, such provision shall be stricken as to such
jurisdiction, Person or Acquisition Agreement and the remainder of the Plan and
any such Acquisition Agreement shall remain in full force and effect.

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<PAGE> 9
(j) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Acquisition Agreement if, acting in its
sole discretion, it determines that the issuance or transfer of such Shares or
such other consideration might violate any applicable law or regulation or
entitle Micro to recover the same under Section 16(b) of the Exchange Act, and
any payment tendered to Micro by a Participant in connection therewith shall be
promptly refunded to the relevant Participant. Without limiting the generality
of the foregoing, no Acquisition Agreement shall be construed as an offer to
sell securities of Micro, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
Federal securities laws and any other laws to which such offer, if made, would
be subject.

(k) No Trust or Fund Created. Neither the Plan nor any Acquisition
Agreement shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between Micro or any Affiliate and a
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from Micro or any Affiliate pursuant to an Acquisition
Agreement, such right shall be no greater than the right of any unsecured
general creditor of Micro or any Affiliate.

(l) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Acquisition Agreement, and the Committee
shall determine whether cash or other securities or other property shall be paid
or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated, or otherwise
eliminated.

(m) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

9
<PAGE> 10
SECTION 12. TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of April 30,
1996, subject to approval by the shareholders of Micro.

(b) Expiration Date. The Plan shall terminate upon the earlier of
(i) the first underwritten registered public offering in the United States of
any class of common stock of Micro or (ii) December 31, 1996. Unless otherwise
expressly provided in the Plan or in an applicable Acquisition Agreement, any
Acquisition Agreement may, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Acquisition
Agreement or to waive any conditions or rights under any such Acquisition
Agreement shall, continue after such termination date.

10
<PAGE> 11
EXHIBIT A

ACQUISITION AGREEMENT
(KEY EMPLOYEE STOCK PURCHASE PLAN)
(PURCHASED SHARES)

This Agreement, entered into this ____ day of __________, 1996 by
and between INGRAM MICRO INC., a Delaware corporation ("MICRO"), and __________
("PARTICIPANT").

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS. All capitalized terms used but not defined
herein will have the meaning given those terms in the Ingram Micro Inc. Key
Employee Stock Purchase Plan (the "Plan").

SECTION 2. PURCHASE AND SALE. Micro hereby sells to Participant, and
Participant hereby purchases from Micro, that number of Shares set forth on the
signature page hereof, pursuant to the terms of the Plan and this Agreement.

SECTION 3. PAYMENT. The purchase price set forth on the signature
page hereof (the "Purchase Price") for the Shares shall be payable by
Participant to Micro upon the execution hereof in either (i) cash or (ii) such
other means, including a note payable to Micro, as the Committee may approve or
permit from time to time. Payment in currency or by check, bank draft, cashier's
check, postal money order or wire transfer shall be considered payment in cash
provided any such instrument is honored upon presentation.

SECTION 4. INVESTMENT REPRESENTATIONS. Participant represents and
warrants to Micro that he is acquiring the Shares for investment purposes only,
solely for his own account, and not with a view to, or for resale in connection
with, any distribution thereof. Participant acknowledges and understands that
the Shares have not been registered under the Securities Act of 1933, as amended
(the "1933 ACT"), and, in addition to the other restrictions set forth herein,
the Shares may not be resold by Participant unless the Shares are registered
under the 1933 Act or, in the opinion of Micro's counsel, such registration is
not required under the 1933 Act (or any other applicable law, regulation or
rule) with respect to such proposed resale.
<PAGE> 12
SECTION 5. CERTAIN AGREEMENTS AND UNDERTAKINGS. (a) Participant
agrees to sell all or part of the Shares acquired hereunder in a Control Block
Transfer (within the meaning of the Transfer Restrictions Agreement) if Holders
(as defined in such Agreement) are required to sell Shares in such transaction.
The number of Shares to be sold by Participant in any such transaction shall be
determined as if Participant were a Holder (as defined in the Transfer
Restrictions Agreement).

(b) Participant shall have the right to sell Shares acquired
hereunder in a Control Block Transfer pursuant to the terms and conditions, and
subject to the limitations, of the Transfer Restrictions Agreement as if
Participant were a Holder thereunder.

(c) During the period commencing on the date that Shares first
become Unrestricted Shares (as hereinafter defined) and ending one year
thereafter, provided that the first underwritten registered public offering in
the United States of shares of any class of common stock of Micro has occurred,
Micro shall use reasonable efforts to register the Unrestricted Shares or any
other shares to which they are converted upon transfer under the 1933 Act, if
such is required, to enable them to be sold in the public market. Such
registration shall be at such time and on such terms and conditions as Micro may
reasonably determine, giving due regard to Micro's other registration
obligations.

(d) Participant agrees to be bound by, and undertakes to observe,
all provisions of the Registration Rights Agreement applicable to a Holder (as
defined therein), and, in consideration therefor, Micro agrees to extend to
Participant in respect of Unrestricted Shares the "Piggy-Back" registration
rights of a Holder under such Agreement.

SECTION 6. IMPROPER TRANSFERS. (a)(i) Participant shall not be
permitted to offer, sell, assign, grant a participation in, pledge or otherwise
transfer ("TRANSFER") any Shares (or any interest therein) except as
specifically provided in this Agreement or as consented to in writing by Micro.

(ii) Any attempt to Transfer any Shares not in compliance with this
Agreement shall be null and void and neither Micro nor any transfer agent of
Micro shall register, or otherwise recognize in Micro's records, any such
improper Transfer.

2
<PAGE> 13
(iii) No Participant shall enter into any transaction or series of
transactions for the purpose or with the effect of, directly or indirectly,
denying or impairing the rights or obligations of any Person under this
Agreement, and any such transaction shall be null and void and, to the extent
that such transaction requires any action by Micro, it shall not be registered
or otherwise recognized in Micro's records or otherwise.

(b)(i) If Participant's employment with Micro or any Affiliate is
terminated for any reason other than death, disability (as defined in Section
7(c)(i) hereof) or retirement (as defined in Section 7(c)(i) hereof) prior to
the time when all Shares have become Unrestricted Shares (as determined below),
Restricted Shares (as determined below) shall be repurchased by Micro at the
lower of (x) the Purchase Price and (y) the Fair Market Value of such Shares on
the Repurchase Date (as defined below). Except as the Committee may otherwise
determine, for purposes hereof any termination of a participant's employment for
any reason shall occur on the date Participant ceases to perform services for
Micro or any Affiliate without regard to whether Participant continues
thereafter to receive any compensatory payments therefrom or is paid salary
thereby in lieu of notice of termination.

(ii) If Participant's employment with Micro or any Affiliate is
terminated by death or disability, all Restricted Shares shall become
Unrestricted Shares as of the date of such termination.

(iii) If Participant's employment with Micro or any Affiliate is
terminated by retirement, Micro shall, except as the Committee may otherwise
determine, repurchase any Restricted Shares held by such Participant. Such
repurchase price shall be the lower of (x) the Purchase Price and (y) the Fair
Market Value of such Shares on such date following such retirement as Micro
shall determine in its sole discretion plus, in either case, the sum (such sum
being the "MAKE WHOLE AMOUNT") of (A) all out-of-pocket financing costs and tax
liability incurred by Participant in connection with the acquisition of such
Restricted Shares and (B) an amount determined by Micro such that after payment
by Participant of all applicable federal, state and local taxes (computed at the
applicable marginal rates) ("TAXES") deemed by Micro to be payable by
Participant upon Participant's receipt of an amount equal to the amount in (A),
Participant retains an amount equal to the Taxes imposed upon the amount set
forth in (A).

3
<PAGE> 14
(iv) Unrestricted Shares will not be subject to the repurchase
provisions of this Paragraph 6(b) but shall be subject to the applicable
provisions of Paragraphs 7, 8 and 9 below and the other applicable provisions of
this Agreement. For purposes of this Agreement, the Repurchase Date shall be the
date Micro receives or gives notice of any termination of employment. Initially,
all Shares purchased hereunder shall be Restricted Shares. Beginning on April 1,
1998, the number of Shares purchased hereunder that are Restricted Shares and
Unrestricted Shares, as the case may be, shall be determined as follows.

<TABLE>
<CAPTION>
Restricted Unrestricted
On or after and Prior to Shares Shares
----------- --- -------- ------ ------
<S> <C> <C> <C>
April 1, 1998 April 1, 1999 50% 50%

April 1, 1999 April 1, 2000 25% 75%

April 1, 2000 0% 100%
</TABLE>

SECTION 7. SHARE REPURCHASES. (a) If the Participant ceases to be
employed by Micro, Participant shall be bound to sell to Micro, and Micro,
subject to Section 8(d), shall be bound to purchase from Participant, the
Unrestricted Shares subject hereto (the "REPURCHASED SHARES") at the purchase
price, payable in cash, specified in clause (b) below and otherwise in the
manner set forth herein.

(b) The purchase price for sales made pursuant to this Section 7
shall be (i) in the case of any termination in connection with which the Board
(or the appropriate committee thereof) determines, in its sole discretion, that
Participant has committed acts of dishonesty or disloyalty or acts substantially
detrimental to the welfare of Micro, the lower of the Purchase Price and the
Fair Market Value of the Repurchased Shares, and (ii) in the case of any other
termination, the Fair Market Value of those Repurchased Shares, in any such
case, as of the end of the last calendar quarter occurring on or immediately
preceding the date of such termination or, in the case of any election to sell
in quarterly or annual installments under clause (c)(i), the date of such
quarterly or annual installments.

(c)(i) In the event of any termination by reason of Participant's
physical or mental disability resulting in such Participant being unable for a
period of 12 consecutive months or for an aggregate of 12 months in any 24
consecutive month period to perform his duties or retirement either in
accordance with a tax-qualified retirement plan of Micro or with the consent of
the Board (or the appropriate

4
<PAGE> 15
committee thereof), Participant or, if applicable, his legal representative, may
elect, within 60 days after such termination, to effect the repurchase in one
lump sum or in equal quarterly or annual installments over a period of time not
to exceed five years from the date of such termination. If the election is made
to sell the Repurchased Shares in installments, the closing of each installment
repurchase shall take place within 60 days after the end of the quarterly or
yearly period elected by such holder for the repurchases upon at least five
days' prior written notice by Micro of the date, time and place of the closing
of such repurchase.

(ii) In the event of any other such termination, the closing of the
repurchase shall be consummated as promptly as practicable following such
termination upon at least five days' prior notice by Micro of the date, time and
place of the closing of such repurchase.

SECTION 8. PUT AND CALL RIGHTS. (a) Participant shall have the
right, exercisable by written notice (the "PUT NOTICE") to Micro at any time, to
cause Micro to purchase all or any portion of the Shares subject hereto. The put
price ("PUT PRICE") for Unrestricted Shares shall be an aggregate amount in cash
equal to the Fair Market Value of such Shares as of the end of the last calendar
quarter occurring on or immediately preceding the date of receipt by Micro of
the Put Notice ("PUT VALUATION DATE"). The Put Price for Restricted Shares shall
be the lower of the Purchase Price and the Fair Market Value on the Put
Valuation Date.

(b) Micro shall have the right, exercisable by written notice (the
"CALL NOTICE") to Participant at any time, to purchase from Participant all or
any portion of the Shares subject hereto. The call price ("CALL PRICE") for
Unrestricted Shares shall be an aggregate amount in cash equal to the Fair
Market Value of such Shares as of the end of the last calendar quarter occurring
on or immediately preceding the date of receipt by Participant of the Call
Notice. The Call Price for Restricted Shares shall be the Purchase Price plus
the applicable Make Whole Amount.

(c) Any closing of the purchase of Shares under this Section 8 shall
be consummated as soon as practicable following receipt of the Put Notice or the
Call Notice, as the case may be, upon at least five days' prior written notice
by Micro of the date, time and place of such closing.

(d) Micro shall not be obligated to make any such purchase under
Section 6(b), Section 7(a) or Section 8(a) if

5
<PAGE> 16
Micro determines in good faith that such purchase would affect the qualification
of the transactions contemplated by the Exchange Agreement or Reorganization
Agreement (as defined in the Exchange Agreement) for tax-free treatment
under Section 355 of the Code.

SECTION 9. LAPSE OF RESTRICTIONS. Notwithstanding anything else
contained herein, Participant shall after the first underwritten registered
public offering in the United States of shares of any class of common stock of
Micro be free to Transfer any Unrestricted Shares to any Person at any time
without restriction of any kind except such as may be imposed by applicable
securities laws, rules and regulations, and Micro shall not be obligated, nor
shall it have any preferential right or option, under Sections 7 or 8 or
otherwise, to purchase or otherwise acquire Shares from Participant except to
purchase or otherwise acquire Restricted Shares pursuant to Section 6(b) or
Section 8(a) hereof. Notwithstanding the occurrence of such public offering, no
Participant may Transfer Restricted Shares other than pursuant to Section 6(b)
or Section 8(a) hereof or as otherwise permitted in writing by the Committee.

SECTION 10. NO RIGHT TO EMPLOYMENT. Nothing contained in this
Agreement shall constitute, or shall be construed to constitute, a limitation on
the right of Micro to terminate Participant's employment at any time, with or
without cause or notice.

SECTION 11. LEGEND; DEPOSIT OF SHARES. (a) Micro and Participant
both acknowledge that the stock certificates representing the Shares purchased
this day pursuant to the terms of this Agreement by Participant from Micro bear
a legend evidencing the existence and tenor of this Agreement and the
restrictions hereby imposed upon the transfer or encumbrance of said
certificates, and the parties hereto agree that any other stock certificate or
certificates representing any interest of Participant in the Shares into which
the said certificates may at any time be transferred shall bear the same or a
substantially similar legend.

(b) Certificates issued in respect of Shares shall, unless the
Committee otherwise determines, be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank,
with Micro. Upon the lapse of restrictions applicable to such Shares pursuant to
Sections 6 and 9, Micro shall deliver such certificates to the Participant upon
request.

6
<PAGE> 17
SECTION 12. BINDING ON HEIRS AND LEGAL REPRESENTATIVES. Participant
acknowledges and agrees that this Agreement shall be binding upon his heirs and
legal representatives in the event of his death or disability.

SECTION 13. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

SECTION 14. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.

SECTION 15. COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.

SECTION 16. REMEDIES. The parties hereby acknowledge and agree that
in the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) in addition to any other remedy to
which the parties may be entitled, that the remedy of specific performance of
this Agreement is appropriate in any action in court.

SECTION 17. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Delaware State Court or United
States Federal Court sitting in Delaware over any suit, action or proceeding
arising out of or relating to this Agreement. Each party hereto hereby
irrevocably appoints The Corporation Trust Company as its authorized agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any such suit, action or proceeding in any such court and represents
and warrants that such agent has accepted such appointment. Each party hereto
consents to process being served in any such suit, action or proceeding by
serving a copy thereof upon the agent for service of process, provided that to
the extent lawful and possible, written notice of such service shall also be
mailed to such party. Each party hereto waives any right it may have to assert
the doctrine of forum non conveniens or to object to venue to the extent any
proceeding is brought in accordance

7
<PAGE> 18
with this Section 17. Nothing in this paragraph shall affect or limit any right
to serve process in any manner permitted by law, to bring proceedings in the
courts of any jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.

SECTION 18. COMMUNITY PROPERTY. If Participant's Shares constitute
community property, this Agreement has been executed and delivered by the
Participant's spouse, who shall be bound hereby.

8
<PAGE> 19
IN WITNESS WHEREOF, the parties hereunto have signed this Agreement
as of the date first hereinabove written.

Number of Shares: ______

Purchase Price Per Share: $ ______

INGRAM MICRO INC.

By:______________________
Name:____________________
Title:___________________

1600 Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

_________________________
Participant

9
<PAGE> 20
EXHIBIT B

ACQUISITION AGREEMENT
(KEY EMPLOYEE STOCK PURCHASE PLAN)
(RESTRICTED STOCK)

This Agreement, entered into this ______ day of _____________, 1996
by and between INGRAM MICRO INC., a Delaware corporation ("MICRO"), and
_________________ ("PARTICIPANT").

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS. All capitalized terms used but not defined
herein will have the meaning given those terms in the Ingram Micro Inc. Key
Employee Stock Purchase Plan (the "PLAN").

SECTION 2. AWARD OF SHARES. Company hereby awards to Participant
that number of Shares set forth on the signature page hereof, pursuant to the
terms of the Plan and this Agreement.

SECTION 3. INVESTMENT REPRESENTATIONS. Participant represents and
warrants to Micro that he is acquiring the Shares for investment purposes only,
solely for his own account, and not with a view to, or for resale in connection
with, any distribution thereof. Participant acknowledges and understands that
the Shares have not been registered under the Securities Act of 1933, as amended
(the "1933 ACT"), and, in addition to the other restrictions set forth herein,
the Shares may not be resold by Participant unless the Shares are registered
under the 1933 Act or, in the opinion of Micro's counsel, such registration is
not required under the 1933 Act (or any other applicable law, regulation or
rule) with respect to such proposed resale.

SECTION 4. CERTAIN AGREEMENTS AND UNDERTAKINGS. (a) Participant
agrees to sell all or part of the Shares acquired hereunder in a Control Block
Transfer (within the meaning of the Transfer Restrictions Agreement) if Holders
(as defined in such Agreement) are required to sell Shares in such transaction.
The number of Shares to be sold by Participant in any such transaction shall be
determined as if Participant were a Holder (as defined in the Transfer
Restrictions Agreement).

(b) Participant shall have the right to sell Shares acquired
hereunder in a Control Block Transfer
<PAGE> 21
pursuant to the terms and conditions, and subject to the limitations, of the
Transfer Restrictions Agreement as if Participant were a Holder thereunder.

(c) Participant agrees to be bound by, and undertakes to observe,
all provisions of the Registration Rights Agreement applicable to a Holder (as
defined therein), and, in consideration therefor, Micro agrees to extend to
Participant in respect of Unrestricted Shares (as hereinafter defined) the
"Piggy-Back" registration rights of a Holder under such Agreement.

SECTION 5. IMPROPER TRANSFERS. (a)(i) Participant shall not be
permitted to offer, sell, assign, grant a participation in, pledge or otherwise
transfer ("TRANSFER") any Shares (or any interest therein) except as
specifically provided in this Agreement or as consented to in writing by Micro.

(iii) No Participant shall enter into any transaction or series of
transactions for the purpose or with the effect of, directly or indirectly,
denying or impairing the rights or obligations of any Person under this
Agreement, and any such transaction shall be null and void and, to the extent
that such transaction requires any action by Micro, it shall not be registered
or otherwise recognized in Micro's records or otherwise.

(b)(i) If Participant's employment with Micro or any Affiliate is
terminated for any reason other than death, disability (as defined in Section
6(c)(i) hereof) or retirement (as defined in Section 6(c)(i) hereof) prior to
April 1, 2001, all shares of Restricted Stock (as determined below) shall be
immediately forfeited to Micro. Except as the Committee may otherwise determine,
for purposes hereof any termination of a participant's employment for any reason
shall occur on the date Participant ceases to perform services for Micro or any
Affiliate without regard to whether Participant continues thereafter to receive
any compensatory payments therefrom or is paid salary thereby in lieu of notice
of termination.

(ii) If Participant's employment with Micro or any Affiliate is
terminated by death or disability, all

2
<PAGE> 22
shares of Restricted Stock shall become Unrestricted Shares as of the date of
such termination.

(iii) If Participant's employment with Micro or any Affiliate is
terminated by retirement, all shares of Restricted Stock shall, except as the
Committee may otherwise determine, be immediately forfeited to Micro.

(iv) Unrestricted Shares (as determined below) will not be subject
to this Paragraph 5(b) but shall be subject to the applicable provisions of
Paragraphs 6, 7 and 8 below and the other applicable provisions of this
Agreement. Initially, all Shares acquired hereunder shall be shares of
Restricted Stock. Thereafter, the number of Shares acquired hereunder that are
shares of Restricted Stock and Unrestricted Shares, as the case may be, shall be
determined as follows.

<TABLE>
<CAPTION>
Shares of
Restricted Unrestricted
On or after and Prior to Stock Shares
----------- --- --------- ----- ------
<S> <C> <C> <C>
April 1, 1996 April 1, 1998 100% 0%

April 1, 1998 April 1, 1999 75% 25%

April 1, 1999 April 1, 2000 50% 50%

April 1, 2000 April 1, 2001 25% 75%

April 1, 2001 0% 100%
</TABLE>

SECTION 6. UNRESTRICTED SHARE FORFEITURES AND REACQUISITIONS. (a)(i)
In the case of any termination in connection with which the Board (or the
appropriate committee thereof) determines, in its sole discretion, that
Participant has committed acts of dishonesty or disloyalty or acts substantially
detrimental to the welfare of Micro or an Affiliate, all shares of Unrestricted
Stock shall be immediately forfeited to Micro.

(ii) If the Participant ceases to be employed by Micro other than as
provided in (i) above, Participant shall be bound to sell to Micro, and Micro,
subject to Section 7(d), shall be bound to purchase from Participant, the
Unrestricted Shares subject hereto (the "REACQUIRED SHARES") at the purchase
price, if any, payable in cash, specified in clause (b) below and otherwise in
the manner set forth herein.

(b) The purchase price for sales made pursuant to Section 6(a)(ii)
shall be the Fair Market Value of the Reacquired Shares as of the end of the
last calendar quarter occurring on or immediately preceding the date of such

3
<PAGE> 23
termination or, in the case of any election to sell in quarterly or annual
installments under clause (c)(i), the date of such quarterly or annual
installments.

(c)(i) In the event of any such termination by reason of
Participant's physical or mental disability resulting in such Participant being
unable for a period of 12 consecutive months or for an aggregate of 12 months in
any 24 consecutive month period to perform his duties or retirement either in
accordance with a tax-qualified retirement plan of Micro or with the consent of
the Board (or the appropriate committee thereof), Participant or, if applicable,
his legal representative, may elect, within 60 days after such termination, to
effect the acquisition of the Unrestricted Shares in one lump sum or in equal
quarterly or annual installments over a period of time not to exceed five years
from the date of such termination. If the election is made to sell the
Reacquired Shares in installments, the closing of each installment repurchase
shall take place within 60 days after the end of the quarterly or yearly period
elected by such holder for the reacquisition upon at least five days' prior
written notice by Micro of the date, time and place of the closing of such
reacquisition.

(ii) In the event of any other such termination, the closing of the
reacquisition shall be consummated as promptly as practicable following such
termination upon at least five days' prior notice by Micro of the date, time and
place of the closing of such reacquisition.

SECTION 7. PUT AND CALL RIGHTS. (a) Participant shall have the
right, exercisable by written notice (the "PUT NOTICE") to Micro at any time, to
cause Micro to purchase all or any portion of the Unrestricted Shares subject
hereto. The put price ("PUT PRICE") for Unrestricted Shares shall be an
aggregate amount in cash equal to the Fair Market Value of such Shares as of the
end of the last calendar quarter occurring on or immediately preceding the date
of receipt by Micro of the Put Notice.

(b) Micro shall have the right, exercisable by written notice (the
"CALL NOTICE") to Participant at any time, to purchase from Participant all or
any portion of the Shares subject hereto. The call price ("CALL PRICE") for
Unrestricted Shares shall be an aggregate amount in cash equal to the Fair
Market Value of such Shares as of the end of the last calendar quarter occurring
on or immediately preceding the date of receipt by Participant of the Call
Notice. The Call Price for Restricted Stock shall be the sum of (x) all
out-of-pocket financing costs and tax

4
<PAGE> 24
liability incurred by Participant in connection with the acquisition of such
Restricted Stock and (y) an amount determined by Micro such that after payment
by Participant of all federal, state and local taxes (computed at the applicable
marginal rates) ("TAXES") deemed by Micro to be payable by the Participant upon
Participant's receipt of an amount equal to the amount in (x), Participant
retains an amount equal to the Taxes imposed upon the amount set forth in (x).
The Put Notice must be delivered to Micro prior to the end of the Exercise
Period.

(c) Any closing of the purchase of Shares under this Section 6 shall
be consummated as soon as practicable following receipt of the Call Notice upon
at least five days' prior written notice by Micro of the date, time and place of
such closing.

(d) Micro shall not be obligated to make any purchase under Section
6(a)(ii) or Section 7(a) if Micro determines in good faith that such purchase
would affect the qualification of the transactions contemplated by the Exchange
Agreement or Reorganization Agreement (as defined in the Exchange Agreement) for
tax-free treatment under Section 355 of the Code.

SECTION 8. LAPSE OF RESTRICTIONS. Notwithstanding anything else
contained herein, Participant shall after the first underwritten registered
public offering in the United States of shares of any class of common stock of
Micro be free to Transfer any Unrestricted Shares to any Person at any time
without restriction of any kind except such as may be imposed by applicable
securities laws, rules and regulations, and Micro shall not be obligated, nor
shall it have any preferential right or option, under Sections 6 or 7 or
otherwise, to purchase or otherwise acquire Restricted Shares from Participant
except to purchase or otherwise acquire shares of Restricted Stock pursuant to
Section 5(b) hereof. Notwithstanding the occurrence of such public offering, no
Participant may Transfer Restricted Shares other than pursuant to Section 5(b)
hereof or as otherwise permitted in writing by the Committee.

SECTION 9. NO RIGHT TO EMPLOYMENT. Nothing contained in this
Agreement shall constitute, or shall be construed to constitute, a limitation on
the right of Micro to terminate Participant's employment at any time, with or
without cause or notice.

SECTION 10. LEGEND; DEPOSIT OF SHARES. (a) Micro and Participant
both acknowledge that the stock

5
<PAGE> 25
certificates representing the Shares acquired this day pursuant to the terms of
this Agreement by Participant from Micro bear a legend evidencing the existence
and tenor of this Agreement and the restrictions hereby imposed upon the
transfer or encumbrance of said certificates, and the parties hereto agree that
any other stock certificate or certificates representing any interest of
Participant in the Shares into which the said certificates may at any time be
transferred shall bear the same or a substantially similar legend.

(b) Certificates issued in respect of Shares shall, unless the
Committee otherwise determines, be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank,
with Micro. Upon the lapse of restrictions applicable to such Shares pursuant to
Sections 4 and 7, Micro shall deliver such certificates to the Participant upon
request.

SECTION 11. BINDING ON HEIRS AND LEGAL REPRESENTATIVES. Participant
acknowledges and agrees that this Agreement shall be binding upon his heirs and
legal representatives in the event of his death or disability.

SECTION 12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

SECTION 13. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.

SECTION 14. COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.

SECTION 15. REMEDIES. The parties hereby acknowledge and agree that
in the event of any breach of this Agreement, the parties would be irreparably
harmed and could not be made whole by monetary damages. Each party hereto
accordingly agrees (i) not to assert by way of defense or otherwise that a
remedy at law would be adequate, and (ii) in addition to any other remedy to
which the parties may be entitled, that the remedy of specific

6
<PAGE> 26
performance of this Agreement is appropriate in any action in court.

SECTION 16. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Delaware State Court or United
States Federal Court sitting in the Delaware over any suit, action or proceeding
arising out of or relating to this Agreement. Each party hereto hereby
irrevocably appoints The Corporation Trust Company as its authorized agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any such suit, action or proceeding in any such court and represents
and warrants that such agent has accepted such appointment. Each party hereto
consents to process being served in any such suit, action or proceeding by
serving a copy thereof upon the agent for service of process, provided that to
the extent lawful and possible, written notice of such service shall also be
mailed to such party. Each party hereto waives any right it may have to assert
the doctrine of forum non conveniens or to object to venue to the extent any
proceeding is brought in accordance with this Section 16. Nothing in this
paragraph shall affect or limit any right to serve process in any manner
permitted by law, to bring proceedings in the courts of any jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any
other jurisdiction.

SECTION 17. COMMUNITY PROPERTY. If Participant's Shares constitute
community property, this Agreement has been executed and delivered by the
Participant's spouse, who shall be bound hereby.

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<PAGE> 27
IN WITNESS WHEREOF, the parties hereunto have signed this Agreement
as of the date first hereinabove written.

Number of Shares: ______

INGRAM MICRO INC.

By:______________________
Name:____________________
Title:___________________

1600 Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

_________________________
Participant

<PAGE> 1
Exhibit 10.09

INGRAM MICRO INC.

1996 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Ingram Micro Inc. 1996
Equity Incentive Plan are to promote the interests of Ingram Micro Inc. and its
stockholders by (i) attracting and retaining exceptional executive personnel and
other key employees of Micro and its Affiliates, as defined below; (ii)
motivating such employees by means of performance-related incentives to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of Micro.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms
shall have the meanings set forth below:

"AFFILIATE" means (i) a "parent corporation," whether new or
hereafter existing, as defined in Section 424(e) of the Code, and (ii) any
"subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code.

"AWARD" means any Option, Stock Appreciation Right, Restricted Stock
Award, Performance Award or Other Stock-Based Award.

"AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"BOARD" means the Board of Directors of Micro.

"CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

"COMMITTEE", prior to the registration of any class of Micro common
stock under Section 12 of the Exchange Act, means either the Board or the
Committee, as hereinafter defined, and, after such registration, means a
committee of the Board designated by the Board to administer the Plan and
composed of not less than the minimum number of persons from time to time
required by Rule 16b-3, each of whom, to the extent necessary to comply with
Rule 16b-3 only, is a "disinterested person" within the meaning of Rule 16b-3.
Until otherwise determined by the Board, the Compensation Committee designated
by the Board shall be the Committee under the Plan.

"EMPLOYEE" means an employee of Micro or any Affiliate.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
<PAGE> 2
"EXCHANGE AGREEMENT" means the Exchange Agreement among the Ingram
Companies and the other persons set forth on the signature pages thereof.

"INCENTIVE STOCK OPTION" means a right to purchase Shares from Micro
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

"INGRAM FAMILY" means Martha Ingram, her descendants (including any
adopted persons and their descendants) and their respective spouses.

"MICRO" means Ingram Micro Inc., together with any successor
thereto.

"NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from
Micro that is granted under Section 6 of the Plan and that is not intended to be
an Incentive Stock Option.

"OFFICER" means any employee whose aggregate direct annual
remuneration from Micro exceeds $60,000 and who is appointed by the Board to a
position of significant managerial responsibility within Micro.

"OPTION" means an Incentive Stock Option or a Non-Qualified Stock
Option.

"OTHER STOCK-BASED AWARD" means any right granted under Section 10
of the Plan.

"PARTICIPANT" means any Employee selected by the Committee to
receive an Award under the Plan (and to the extent applicable, any heirs or
legal representatives thereof).

"PERFORMANCE AWARD" means any right granted under Section 9 of the
Plan.

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<PAGE> 3
"PLAN" means this Ingram Micro Inc. 1996 Equity Incentive Plan.

"PURCHASE AGREEMENT" means an agreement substantially in the form
attached hereto as Exhibit A to be executed by Micro and a Participant as a
condition to the exercise, prior to a Public Offering, by such Participant of
any Option granted hereunder.

"RESTRICTED STOCK" means any Share granted under Section 8 of the
Plan.

"RESTRICTED STOCK UNIT" means any unit granted under Section 8 of
the Plan.

"RULE 16b-3" means Rule 16b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.

"SEC" means the Securities and Exchange Commission or any successor
thereto.

"SHARES" means shares of Class B common stock, $.01 par value, of
Micro.

"STOCK APPRECIATION RIGHT" means any right granted under Section 7
of the Plan.

"SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
Micro or with which Micro combines.

SECTION 3. ADMINISTRATION.

(a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting Micro, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award, Award Agreement and Purchase Agreement;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or cancelled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (vii) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (ix) make any other determination

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<PAGE> 4
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan.

(b) Committee Discretion Binding. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including Micro, any Affiliate,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

SECTION 4. SHARES AVAILABLE FOR AWARDS.

(a) Shares Available. Subject to adjustment as provided in Section
4(b) and 4(c), the number of Shares with respect to which Awards may be granted
under the Plan shall be 10,000,000. If, after the effective date of the Plan,
any Shares covered by an Award granted under the Plan or to which such an Award
relates, are forfeited, or if such an Award is settled for cash or otherwise
terminates or is cancelled without the delivery of Shares, then the Shares
covered by such Award, or to which such Award relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to which
Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall, in the calendar year in which such
settlement, forfeiture, termination or cancellation occurs, again become Shares
with respect to which Awards may be granted unless any dividends have been paid
thereon prior to such settlement, forfeiture, termination or cancellation.
Notwithstanding the foregoing and subject to adjustment as provided in Section
4(b), no Employee of Micro may receive Awards under the Plan in any calendar
year that relate to more than 900,000 Shares.

(b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, reclassification, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of
Micro, issuance of warrants or other rights to purchase Shares or other
securities of Micro, or other similar corporate transaction or event affects the
Shares such that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the number of
Shares of Micro (or number and kind of other securities or property) with
respect to which Awards may thereafter be granted, (ii) the number of Shares or
other securities of Micro (or number and kind of other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that
except to the extent deemed desirable by the Committee (A) with respect to
Awards of Incentive Stock Options no such adjustment shall be authorized to the
extent that such authority would cause the Plan to violate Section 422(b)(1) of
the Code, as from time to time amended and (B) with respect to any Award no such
adjustment shall be authorized to the extent that such authority would be
inconsistent with the Plan's meeting the requirements of Section 162(m) of the
Code, as from time to time amended.

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<PAGE> 5
(c) Substitute Awards. Any Shares underlying Substitute Awards shall
not, except in the case of Shares with respect to which Substitute Awards are
granted to Employees who are officers or directors of Micro for purposes of
Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

SECTION 5. ELIGIBILITY. Any Employee, including any Officer or
employee-director of Micro or any Affiliate, who is not a member of the
Committee, shall be eligible to be designated a Participant.

SECTION 6. STOCK OPTIONS.

(a) Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Options shall be granted, the
number of Shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute.

(b) Exercise Price. The per Share exercise price for the Shares to
be issued upon exercise of an Option shall be such price as is determined by the
Committee, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of Micro or any Affiliate, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

(B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

(ii) In the case of a Non-Qualified Stock Option

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<PAGE> 6
(B) granted to any other Employee, the per Share exercise
price shall be no less than 85% of the Fair Market Value per Share on the date
of grant.

(c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter but in no
case shall an Option, other than an Option granted to an Officer of Micro,
become exercisable at a rate less than 20% per year over five years from the
date of grant. The Committee may impose such conditions with respect to the
exercise of Options, including without limitation, any relating to the
application of Federal or state securities laws, as it may deem necessary or
advisable.

(d) Payment. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor is received by
Micro. Such payment may be made: (i) in cash; (ii) in Shares already owned by
the Participant (the value of such Shares shall be their Fair Market Value on
the date of exercise); (iii) by a combination of cash and Shares; (iv) if
approved by the Committee, in accordance with a cashless exercise program under
which either (A) if so instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon receipt of the purchase
price in cash from the broker or dealer, or (B) Shares may be issued by Micro to
a Participant's broker or dealer in consideration of such broker's or dealer's
irrevocable commitment to pay to Micro that portion of the proceeds from the
sale of such Shares that is equal to the exercise price of the Option(s)
relating to such Shares, or (v) in such other manner as permitted by the
Committee at the time of grant or thereafter.

SECTION 7. STOCK APPRECIATION RIGHTS.

(a) Grant. Subject to the provisions of the Plan and contractual
restrictions affecting Micro, the Committee shall have sole and complete
authority to determine the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Stock Appreciation Right
Award, the grant price thereof and the conditions and limitations applicable to
the exercise thereof. Stock Appreciation Rights may be granted in tandem with
another Award, in addition to another Award, or freestanding and unrelated to
another Award. Stock Appreciation Rights granted in tandem with or in addition
to an Award may be granted either at the same time as the Award or at a later
time. Stock Appreciation Rights shall not be exercisable earlier than six months
after grant and shall have a grant price as determined by the Committee on the
date of grant.

(b) Exercise and Payment. A Stock Appreciation Right shall entitle
the Participant to receive an amount equal to the excess of the Fair Market
Value of a Share on the date of exercise of the Stock Appreciation Right over
the grant price thereof, provided that the Committee may for administrative
convenience determine that, with respect to any Stock Appreciation Right which
is not related to an Incentive Stock Option and which can only be exercised for
cash during limited periods of time in order to satisfy the conditions of Rule
16b-3, the exercise of such Stock Appreciation Right for cash during such
limited period shall be deemed to occur for all purposes hereunder on the last
day of such limited period and the Fair Market Value of the Shares subject to
such stock appreciation right shall be deemed to be equal to the average of the
high and low prices during such period on each day the

6
<PAGE> 7
Shares are traded on any stock exchange on which Shares are listed or on any
over-the-counter market on which Shares are then traded. Any such determination
by the Committee may be changed by the Committee from time to time and may
govern the exercise of Stock Appreciation Rights granted prior to such
determination as well as Stock Appreciation Rights thereafter granted. The
Committee shall determine whether a Stock Appreciation Right shall be settled in
cash, Shares or a combination of cash and Shares.

(c) Other Terms and Conditions. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine, at or after the
grant of a Stock Appreciation Right, the term, methods of exercise, methods and
form of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

SECTION 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

(a) Grant. Subject to the provisions of the Plan and contractual
provisions affecting Micro, the Committee shall have sole and complete authority
to determine the Employees to whom Shares of Restricted Stock and Restricted
Stock Units shall be granted, the number of Shares of Restricted Stock and/or
the number of Restricted Stock Units to be granted to each Participant, the
duration of the period during which, and the conditions under which, the
Restricted Stock and Restricted Stock Units may be forfeited to Micro, and the
other terms and conditions of such Awards. The per Share purchase price of
Restricted Stock granted under this Section 8 shall in all cases be at least 85%
of the Fair Market Value per Share on the date of grant.

(b) Repurchase Option. Unless the Committee determines otherwise,
the Restricted Stock purchase agreement shall grant Micro a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with Micro for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to Micro. This repurchase
option shall lapse at such rate as the Committee may determine, but, except with
respect to Restricted Stock granted to an Officer of Micro, in no case at a rate
of less than 20% per year over five years from the date of purchase.

(c) Payment. Each Restricted Stock Unit shall have a value equal to
the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash,
Shares, other securities or other property, as determined in the sole discretion
of the Committee, upon the lapse of the restrictions applicable thereto, or
otherwise in accordance with the applicable Award Agreement.

(d) Dividends and Distributions. Dividends and other distributions
paid on or in respect of any Shares of Restricted Stock may be paid directly to
the Participant, or may be

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<PAGE> 8
reinvested in additional Shares of Restricted Stock or in additional Restricted
Stock Units, as determined by the Committee in its sole discretion.

SECTION 9. PERFORMANCE AWARDS.

(a) Grant. Subject to the provisions of the Plan and contractual
provisions affecting Micro, the Committee shall have sole and complete authority
to determine the Employees who shall receive a "Performance Award", which shall
consist of a right which is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.

(b) Terms and Conditions. Subject to the terms of the Plan, any
contractual provisions affecting Micro and any applicable Award Agreement, the
Committee shall determine the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be made
pursuant to any Performance Award; provided, however, that unless otherwise
specifically determined by the Committee, all Performance Awards shall vest in
any event prior to the scheduled expiration of such Award.

(c) Payment of Performance Awards. Performance Awards may be paid in
a lump sum or in installments following the close of the performance period or,
in accordance with procedures established by the Committee, on a deferred basis.
In any event, Performance Awards to an Executive Officer shall not be paid in
cash during the six-month period commencing on the day immediately following the
date of grant of such Award.

SECTION 10. OTHER STOCK-BASED AWARDS. The Committee shall have
authority to grant to eligible Employees an "Other Stock-Based Award", which
shall consist of any right which is (i) not an Award described in Sections 6
through 9 above and (ii) an Award of Shares or an Award denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities convertible into Shares),
as deemed by the Committee to be consistent with the purposes of the Plan;
provided that any such rights must comply with applicable law, and to the extent
deemed desirable by the Committee, with Rule 16b-3. Subject to the terms of the
Plan, any contractual provisions affecting Micro and any applicable Award
Agreement, the Committee shall determine the terms and conditions of any such
Other Stock-Based Award.

SECTION 11. TERMINATION OR SUSPENSION OF EMPLOYMENT. The following
provisions shall apply in the event of the Participant's termination of
employment unless the Committee shall have provided otherwise, either at the
time of the grant of the Award or thereafter.

(a) Nonqualified Stock Options and Stock Appreciation Rights.

(i) Termination of Employment. Except as the Committee may at any time
otherwise provide or as required to comply with applicable law, if the
Participant's

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<PAGE> 9
employment with Micro or its Affiliates is terminated for any reason other than
death, disability, or retirement, the Participant's right to exercise any
Nonqualified Stock Option or Stock Appreciation Right shall terminate, and such
Option or Stock Appreciation Right shall expire, on the earlier of (A) the
sixtieth day following such termination of employment or (B) the date such
Option or Stock Appreciation Right would have expired had it not been for the
termination of employment. The Participant shall have the right to exercise such
Option or Stock Appreciation Right prior to such expiration to the extent it was
exercisable at the date of such termination of employment and shall not have
been exercised.

(ii) Death, Disability or Retirement. Except as the Committee may at any
time otherwise provide or as required to comply with applicable law, if the
Participant's employment with Micro or its Affiliates is terminated by reason of
death, disability, or retirement, the Participant or his successor (if
employment is terminated by death) shall have the right to exercise any
Nonqualified Stock Option or Stock Appreciation Right during the one-year period
following such termination of employment, to the extent it was exercisable and
outstanding at the date of such termination of employment, but in no event shall
such option be exercisable later than the date the Option would have expired had
it not been for the termination of such employment. The meaning of the terms
"disability" and "retirement" shall be determined by the Committee.

(iii) Extension of Exercisability. Notwithstanding the foregoing, the
Committee may, in its discretion, provide at any time that an Option granted to
a Participant may terminate at a date later than that set forth above, provided
such date shall not be beyond the date the Option would have expired had it not
been for the termination of the Participant's employment.

(b) Incentive Stock Options. Except as otherwise determined by the
Committee at the time of grant or otherwise or as required to comply with
applicable law, if the Participant's employment with Micro and its Affiliates is
terminated for any reason, the Participant shall have the right to exercise any
Incentive Stock Option and any related Stock Appreciation Right during the 90
days after such termination of employment to the extent it was exercisable at
the date of such termination, but in no event later than the date the Option
would have expired had it not been for the termination of such employment. If
the Participant does not exercise such Option or related Stock Appreciation
Right to the full extent permitted by the preceding sentence, the remaining
exercisable portion of such Option automatically will be deemed a Nonqualified
Stock Option, and such Option and the related Stock Appreciation Right will be
exercisable during the period set forth in Section 11(a) of the Plan, provided
that in the event that employment is terminated because of death or the
Participant dies in such 90-day period the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422 of
the Code, or any successor provision, and any regulations promulgated
thereunder.

(c) Restricted Stock. Except as otherwise determined by the
Committee at the time of grant or as required to comply with applicable law,
upon termination of employment for any reason during the restriction period, all
shares of Restricted Stock still subject to a repurchase option of Micro shall
be repurchased by Micro at the price paid by the Participant for such Restricted
Stock.

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<PAGE> 10
(d) Except as the Committee may otherwise determine, for purposes
hereof any termination of a Participant's employment for any reason shall occur
on the date Participant ceases to perform services for Micro or any Affiliate
without regard to whether Participant continues thereafter to receive any
compensatory payments therefrom or is paid salary thereby in lieu of notice of
termination.

SECTION 12. MERGER. In the event of a merger of Micro with or into
another corporation, each outstanding Award may be assumed or an equivalent
award may be substituted by such successor corporation or a parent or subsidiary
of such successor corporation. If, in such event, an Award is not assumed or
substituted, the Award shall terminate as of the date of the closing of the
merger. For the purposes of this paragraph, the Award shall be considered
assumed if, following the merger, the Award confers the right to purchase or
receive, for each Share subject to the Award immediately prior to the merger,
the consideration (whether stock, cash, or other securities or property)
received in the merger by holders of Common Stock for each Share held on the
effective date of the transaction (and if the holders are offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares). If such consideration received in the merger is not
solely common stock of the successor corporation or its parent, the Committee
may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Award, for each Share
subject to the Award, to be solely common stock of the successor corporation or
its parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger.

SECTION 13. AMENDMENT AND TERMINATION.

(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act, for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

(b) Amendments to Awards. Subject to the terms of the Plan and
applicable law, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.

(c) Cancellation. Any provision of this Plan or any Award Agreement
to the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be

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cancelled in consideration of a cash payment or alternative Award made to the
holder of such cancelled Award equal in value to the Fair Market Value of such
cancelled Award.

SECTION 14. GENERAL PROVISIONS.

(a) Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award, whether made as an Other Stock-Based Award under Section 10
or as an Award granted pursuant to Sections 6 through 9 hereof, may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred basis.

(b) Nontransferability. No Award shall be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a Participant,
except by will or the laws of descent and distribution.

(c) No Rights to Awards. No Employee, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

(d) Share Certificates. All certificates for Shares or other
securities of Micro or any Affiliate delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the Securities and Exchange
Commission or any stock exchange upon which such Shares or other securities are
then listed and any applicable laws or rules or regulations, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

(e) Withholding. A Participant may be required to pay to Micro or
any Affiliate, and Micro or any Affiliate shall have the right and is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding taxes in respect of an Award, its
exercise, or any payment or transfer under an Award or under the Plan and to
take such other action as may be necessary in the opinion of Micro to satisfy
all obligations for the payment of such taxes. The Committee may provide for
additional cash payments to holders of Awards to defray or offset any tax
arising from any such grant, lapse, vesting, or exercise of any Award.

(f) Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.

(g) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent Micro or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options,

11
<PAGE> 12
restricted stock, Shares and other types of Awards provided for hereunder
(subject to shareholder approval if such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.

(h) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of
Micro or any Affiliate. Further, Micro or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(i) Rights as a Stockholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares. Notwithstanding
the foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.

(j) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.

(k) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

(l) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle Micro to
recover the same under Section 16(b) of the Exchange Act, and any payment
tendered to Micro by a Participant in connection therewith shall be promptly
refunded to the relevant Participant, holder or beneficiary. Without limiting
the generality of the foregoing, no Award granted hereunder shall be construed
as an offer to sell securities of Micro, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any
such offer, if made, would be in compliance with all applicable requirements of
the U.S. federal securities laws and any other laws to which such offer, if
made, would be subject.

(m) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between Micro or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from Micro or any Affiliate pursuant to an

12
<PAGE> 13
Award, such right shall be no greater than the right of any unsecured general
creditor of Micro or any Affiliate.

(n) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash or other securities or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.

(o) Execution of Purchase Agreement; Disposition of Shares. Prior to
a Public Offering, no Shares shall be issued pursuant to an Award unless and
until a Purchase Agreement shall be executed by Micro and the Participant. Each
certificate representing Shares so acquired shall bear an appropriate legend
setting forth the restrictions on transfer of such Shares as provided by such
Purchase Agreement.

(p) Transfer Restrictions. Shares acquired hereunder may not be
sold, assigned, transferred, pledged or otherwise disposed of, except as
provided in the Plan, the applicable Award Agreement or the applicable Purchase
Agreement.

(q) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

SECTION 15. TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of April 30,
1996, subject to approval by the shareholders of Micro.

(b) Expiration Date. No Incentive Stock Option shall be granted
under the Plan after December 31, 2000. Unless otherwise expressly provided in
the Plan or in an applicable Award Agreement, any Award granted hereunder may,
and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after the authority for grant of new
Awards hereunder has been exhausted.

SECTION 16. INFORMATION TO PARTICIPANTS AND PURCHASERS. Micro shall
provide to each Participant and to each individual who acquires Shares pursuant
to the Plan, not less frequently than annually during the period such
Participant or purchaser has one or more Awards outstanding, and, in the case of
an individual who acquires Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. Micro shall
not be required to provide such statements to key employees whose duties in
connection with Micro assure their access to equivalent information.

13
<PAGE> 14
EXHIBIT A

PURCHASE AGREEMENT
(1996 EQUITY INCENTIVE PLAN)

This Agreement, entered into this _____ day of ________ , by and
between INGRAM MICRO INC., a Delaware corporation ("MICRO"), and _______________
("PARTICIPANT").

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS. All capitalized terms used but not defined
herein will have the meaning given those terms in Ingram Micro Inc. 1996 Equity
Incentive Plan (the "Plan").

SECTION 4. REPRESENTATIONS. Participant represents and warrants to
Micro that he is acquiring the Shares for investment purposes only, solely for
his own account, and not with a view to, or for resale in connection with, any
distribution thereof. Participant acknowledges and understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the "1933
ACT"), and, in addition to the other restrictions set forth herein, the Shares
may not be resold by Participant unless the Shares are registered under the 1933
Act or, in the opinion of Micro's counsel, such registration is not required
under the 1933 Act (or any other applicable law, regulation or rule) with
respect to such proposed resale.

SECTION 5. RIGHT OF FIRST REFUSAL. Subject to Section 8, before any
Shares that are permitted to be sold or otherwise transferred pursuant to this
Agreement and that are held by Participant may be sold or otherwise transferred
(including transfer by gift or operation of law), Micro or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 5 (the "RIGHT OF FIRST REFUSAL").

(a) NOTICE OF PROPOSED TRANSFER. Participant shall deliver to Micro
a written notice (the "NOTICE") stating: (i) Participant's bona fide intention
to sell or otherwise
<PAGE> 15
transfer such Shares; (ii) the name of each proposed purchaser or other
transferee ("PROPOSED TRANSFEREE"); (iii) the number of Shares to be transferred
to each Proposed Transferee; (iv) the bona fide cash price for which Participant
proposes to transfer the Shares (the "OFFERED PRICE"); (v) satisfactory evidence
of the Proposed Transferee's ability to pay the Offered Price; and (vi)
satisfactory evidence that such sale or transfer complies with all applicable
federal and state securities laws, rules and regulations, and Participant shall
offer the Shares at the Offered Price to Micro or its assignee(s).

(b) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within thirty
(30) days after receipt of the Notice, Micro and/or its assignee(s) may, by
giving written notice to Participant, elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

(c) PURCHASE PRICE. The Purchase price ("PURCHASE PRICE") for the
Shares purchased by Micro or its assignee(s) under this Section 5 shall be the
Offered Price.

(d) PAYMENT. Payment of the Purchase Price shall be made, at the
option of Micro or its assignee(s), in cash (by check), by cancellation of all
or a portion of any outstanding indebtedness of Participant to Micro (or, in the
case of repurchase by an assignee, to the assignee), or by any combination
thereof within thirty (30) days after receipt of the Notice or in the manner and
at the times set forth in the Notice.

(e) PARTICIPANT'S RIGHT TO TRANSFER. If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by Micro and/or its assignee(s) as provided in this Section, then Participant
may sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within sixty (60) days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and Proposed Transferee agrees in writing that the
provisions of this Section 5 shall continue to apply to the Shares in the hands
of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to Micro, and Micro and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by Participant may be sold or otherwise
transferred.

(f) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the contrary
contained in this Section notwithstanding, the transfer of any or all of the
Shares during Participant's lifetime or on Purchaser's death by will or
intestacy to Participant's immediate family or a trust for the benefit of
Participant's immediate family shall be exempt from the provisions of this
Section provided that Participant notifies the Company in writing within thirty
(30) days of said transfer. "Immediate Family" as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Agreement, including but not
limited to this Section 5 and Sections 6 and 7 and there shall be no further
transfer of such Shares except in accordance with the terms of this Section 5.

2
<PAGE> 16
SECTION 6. SHARE REPURCHASES. (a) Subject to Section 8, if the
Participant ceases to be employed by Micro, Participant shall be bound to sell
to Micro, and Micro, subject to Section 7(b), shall be bound to purchase from
Participant, the Shares subject hereto (the "REPURCHASED SHARES") at the
purchase price, payable in cash, specified in clause (b) below and otherwise in
the manner set forth herein.

(b) The purchase price for sales made pursuant to this Section 6
shall be (i) in the case of any termination of an Officer of Micro in connection
with which the Board (or the appropriate committee thereof) determines, in its
sole discretion, that such Officer has committed acts of dishonesty or
disloyalty or acts substantially detrimental to the welfare of Micro, the lower
of the Purchase Price and the Fair Market Value of the Repurchased Shares and
(ii) in the case of any other termination, the Fair Market Value of the
Repurchased Shares, in any such case, as of the end of the last calendar quarter
occurring on or immediately preceding the date of such termination.

(c) The closing of the repurchase shall be consummated as promptly
as practicable following such termination upon at least five days' prior notice
by Micro of the date, time and place of the closing of such repurchase but in
any case shall occur within 90 days following such termination.

(d) Except as the Committee may otherwise determine, for purposes
hereof any termination of a participant's employment for any reason shall occur
on the date Participant ceases to perform services for Micro or any Affiliate
without regard to whether Participant continues thereafter to receive any
compensatory payments therefrom or is paid salary thereby in lieu of notice of
termination.

SECTION 7. PUT RIGHTS. Subject to Section 8, Participant shall have
the right, exercisable by written notice (the "PUT NOTICE") to Micro at any time
for so long as Participant continues to be an employee of Micro (the "EXERCISE
PERIOD"), to cause Micro to purchase all or any portion of the Shares subject
hereto for an aggregate amount in cash equal to the Fair Market Value of such
Shares as of the end of the last calendar quarter occurring on or immediately
preceding the date of receipt by Micro of the Put Notice. The Put Notice must be
delivered to Micro prior to the end of the Exercise Period. Any closing of the
purchase of the Repurchased Shares shall be consummated as soon as practicable
following receipt of the Put Notice upon at least five days' prior written
notice by Micro of the date, time and place of such closing.

SECTION 8. LAPSE OF RESTRICTIONS. Notwithstanding anything else
contained herein, after the first underwritten registered public offering of
shares of any class of common stock of Micro, Micro shall not be obligated, nor
shall it have any preferential right or option, under Sections 5, 6 or 7 or
otherwise, to purchase or otherwise acquire such Shares from Participant.

3
<PAGE> 17
SECTION 10. LEGENDS.

(a) Purchaser understands and agrees that Micro shall cause the
legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by Micro or by applicable state or
federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL, AND A REPURCHASE
OPTION HELD BY MICRO OR ITS ASSIGNEE(S) AS SET FORTH IN THE PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND
REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.

Purchaser understands that transfer of the Shares may be restricted
by Section 260.141.11 of the Rules of the California Corporations Commissioner,
a copy of which is attached hereto as Annex 1.

4
<PAGE> 18
SECTION 12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof.

SECTION 13. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.

SECTION 16. CONSENT TO JURISDICTION. Each party hereto irrevocably
submits to the non-exclusive jurisdiction of any Delaware State Court or United
States Federal Court sitting in Delaware over any suit, action or proceeding
arising out of or relating to this Agreement. Each party hereto hereby
irrevocably appoints The Corporation Trust Company as its authorized agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any such suit, action or proceeding in any such court and represents
and warrants that such agent has accepted such appointment. Each party hereto
consents to process being served in any such suit, action or proceeding by
serving a copy thereof upon the agent for service of process, provided that to
the extent lawful and possible, written notice of such service shall also be
mailed to such party. Each party hereto waives any right it may have to assert
the doctrine of forum non conveniens or to object to venue to the extent any
proceeding is brought in accordance with this Section 16. Nothing in this
paragraph shall affect or limit any right to serve process in any manner
permitted by law, to bring proceedings in the courts of any jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any
other jurisdiction.

SECTION 17. COMPLIANCE WITH APPLICABLE LAWS. Micro shall not be
obligated to make any purchase or transfer any Shares pursuant to Sections 5, 6
or 7 if Micro determines in good faith and in its sole discretion that such
purchase or transfer would: (i) affect the qualification of the transactions
contemplated by the Exchange Agreement or Reorganization Agreement (as defined
in the Exchange Agreement) for tax-free treatment under Section 355 of the Code;
or (ii) violate the applicable laws, rules, regulations or orders of the U.S. or
any other jurisdiction.

SECTION 18. COMMUNITY PROPERTY. If the Participant is a married
individual and the Participant's Shares constitute community property, this
Agreement has been executed and delivered by the Participant's spouse, who shall
be bound hereby.

5
<PAGE> 19
IN WITNESS WHEREOF, the parties hereunto have signed this Agreement
as of the date first hereinabove written.

Number of Shares: ______

Purchase Price Per Share: $ ______

INGRAM MICRO INC.

By:_________________________
Name:_______________________
Title:______________________

1600 Saint Andrew Place
Santa Ana, CA 92705
Telecopy: (714) 566-7900

___________________________
Participant

6
<PAGE> 20
ANNEX 1

STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE

Title 10 Investment - Chapter 3. Commissioner of Corporations

260.141.11: Restriction on Transfer. (a) The issuer of any security upon
which a restriction on transfer has been imposed pursuant to Sections 260.102.6,
260.141.10 or 260.534 shall cause a copy of this section to be delivered to each
issuee or transferee of such security at the time the certificate evidencing the
security is delivered to the issuee or transferee.

(b) It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of these rules), except:

(1) to the issuer;

(2) pursuant to the order or process of any court;

(3) to any person described in Subdivision (i) of Section 25102 of the
Code or Section 260.105.14 of these rules;

(4) to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants, or spouse; or to a transferee by a trustee or
custodian for the account of the transferee or the transferee's ancestors,
descendants or spouse;

(5) to holders of securities of the same class of the same issuer;

(6) by way of gift or donation inter vivos or on death;

(7) by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory
or country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such
securities is not in violation of any securities law of the foreign state,
territory or country concerned;

(8) to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate
or selling group;

(9) if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which
the Commissioner's written consent is obtained or under this rule not
required;
<PAGE> 21
(10) by way of a sale qualified under Sections 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no
order under Section 25140 or subdivision (a) of Section 25143 is in effect
with respect to such qualification;

(11) by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code, provided that no order under Section 25140 or
subdivision (a) of Section 25143 is in effect with respect to such
qualification;

(13) between residents of foreign states, territories or countries who
are neither domiciled nor actually present in this state;

(14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state; or

(15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the
sale that transfer of the securities is restricted under this rule, (ii)
delivers to each purchaser a copy of this rule, and (iii) advises the
Commissioner of the name of each purchaser;

(16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities;

(17) by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of
Section 25110 of the Code but exempt from that qualification requirement
by subdivision (f) of Section 25102; provided that any such transfer is on
the condition that any certificate evidencing the security issued to such
transferee shall contain the legend required by this section.

(c) The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS
OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S
RULES."

<PAGE> 1

EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 (333- ) of our report dated February
29, 1996, except as to Note 12 which is dated as of June 25, 1996, relating to
the financial statements of Ingram Micro Inc., which appears in such Prospectus.
We also consent to the application of such report to the Financial Statement
Schedules for the three years ended December 30, 1995 listed under Item 16(b) of
this Registration Statement when such schedules are read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also included these schedules. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Nashville, Tennessee
July 17, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INGRAM MICRO INC. FOR THE PERIOD ENDED DECEMBER 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-30-1995
<CASH> 56,916
<SECURITIES> 0
<RECEIVABLES> 1,102,066
<ALLOWANCES> 30,791
<INVENTORY> 1,582,922
<CURRENT-ASSETS> 2,799,616
<PP&E> 150,363
<DEPRECIATION> 61,237
<TOTAL-ASSETS> 2,940,898
<CURRENT-LIABILITIES> 1,779,977
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> 308,795
<TOTAL-LIABILITY-AND-EQUITY> 2,940,898
<SALES> 8,616,867
<TOTAL-REVENUES> 8,616,867
<CGS> 8,011,181
<TOTAL-COSTS> 8,429,986
<OTHER-EXPENSES> 9,687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,057
<INCOME-PRETAX> 134,616
<INCOME-TAX> 53,143
<INCOME-CONTINUING> 84,307
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,307
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74

</TABLE>