UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

~~For the quarterly period ended December 30, 2017~~

Commission File ~~#1-4224~~#1-4224

AVNET, INC.

~~AVNET, INC.~~(Exact name of registrant as specified in its charter)


New York				11-1890605
(State or other jurisdiction				(IRS Employer
of incorporation or organization)				Identification No.)


2211 South 47th Street, Phoenix, Arizona		85034
(Address of principal executive offices)		(Zip Code)

(480) 643-2000

~~Incorporated in New York~~(Registrant’s telephone number, including area code.)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which registered:
Common stock, par value $1.00 per share	AVT	Nasdaq Global Select Market

~~IRS Employer Identification No. 11-1890605~~

~~2211 South 47~~th ~~Street, Phoenix, Arizona 85034~~

~~(480) 643-2000~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes ☑þ No ☐◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~accelerated filer~~ Accelerated Filer ☑		Accelerated ~~filer~~ Filer ☐
Non-accelerated ~~filer ☐(Do not check if a smaller reportingcompany)~~Filer ☐		Smaller ~~reporting company~~ Reporting Company ☐
Emerging ~~growth company~~ Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~January 18, 2018,~~April 23, 2020, the total number of shares outstanding of the registrant’s Common Stock was ~~119,945,293~~98,746,669 shares, net of treasury shares.

PART I

FINANCIAL INFORMATION

~~Item 1.~~
Item 1.
Financial Statements

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 30,

July 1,

2017

2017

(Thousands, except share

amounts)

ASSETS

Current assets:

Cash and cash equivalents

$
589,518

$
836,384

Marketable securities

136,443

281,326

Receivables, less allowances of $50,559 and $47,272, respectively

3,295,014

3,337,624

Inventories

3,285,926

2,824,709

Prepaid and other current assets

269,204

253,765

Total current assets

7,576,105

7,533,808

Property, plant and equipment, net

507,692

519,575

Goodwill

1,181,013

1,148,347

Intangible assets, net

269,743

277,291

Other assets

265,952

220,568

Total assets

$
9,800,505

$
9,699,589

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Short-term debt

$
243,351

$
50,113

Accounts payable

1,958,145

1,861,635

Accrued expenses and other

554,140

542,023

Total current liabilities

2,755,636

2,453,771

Long-term debt

1,488,066

1,729,212

Other liabilities

308,259

334,538

Total liabilities

4,551,961

4,517,521

Commitments and contingencies (Note 7)

Shareholders’ equity:

Common stock $1.00 par; authorized 300,000,000 shares; issued 119,600,864 shares and 123,080,952 shares, respectively

119,601

123,081

Additional paid-in capital

1,520,858

1,503,490

Retained earnings

3,724,978

3,799,363

Accumulated other comprehensive loss

(116,893)

(243,866)

Total shareholders’ equity

5,248,544

5,182,068

Total liabilities and shareholders’ equity

$
9,800,505

$
9,699,589

~~See notes to consolidated financial statements.~~

~~AVNET, INC. AND SUBSIDIARIES~~


	March 28,		June 29,
	2020		2019
	(Thousands, except share
	amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	402,655	$	546,105
Receivables, less allowances of $50,874 and $53,499, respectively		2,987,791		3,168,369
Inventories		2,745,219		3,008,424
Prepaid and other current assets		180,956		153,438
Total current assets		6,316,621		6,876,336
Property, plant and equipment, net		413,371		452,171
Goodwill		760,939		876,728
Intangible assets, net		77,306		143,520
Operating lease assets (Note 5)		271,243		—
Other assets		250,248		215,801
Total assets	$	8,089,728	$	8,564,556
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	399,965	$	300,538
Accounts payable		1,733,673		1,864,342
Accrued expenses and other		418,654		413,696
Short-term operating lease liabilities (Note 5)		55,496		—
Total current liabilities		2,607,788		2,578,576
Long-term debt		1,194,240		1,419,922
Long-term operating lease liabilities (Note 5)		247,539		—
Other liabilities		362,883		425,585
Total liabilities		4,412,450		4,424,083
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock $1.00 par; authorized 300,000,000 shares; issued 98,760,983 shares and 104,037,769 shares, respectively		98,761		104,038
Additional paid-in capital		1,587,294		1,573,005
Retained earnings		2,390,425		2,767,469
Accumulated other comprehensive loss		(399,202)		(304,039)
Total shareholders’ equity		3,677,278		4,140,473
Total liabilities and shareholders’ equity	$	8,089,728	$	8,564,556

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Second Quarters Ended

Six Months Ended


December 30,

December 31,

December 30,

December 31,


2017

2016

2017

2016

(Thousands, except per share amounts)

Sales

$
4,521,636

$
4,273,559

$
9,182,578

$
8,391,663

Cost of sales

3,919,175

3,687,374

7,967,563

7,282,823

Gross profit

602,461

586,185

1,215,015

1,108,840

Selling, general and administrative expenses

478,681

431,555

974,886

795,227

Restructuring, integration and other expenses

36,762

30,400

83,156

59,869

Operating income

87,018

124,230

156,973

253,744

Other income (expense), net

762

(36,514)

16,341

(50,248)

Interest expense

(25,640)

(26,748)

(49,700)

(53,984)

Income from continuing operations before taxes

62,140

60,968

123,614

149,512

Income tax expense

5,346

28,503

8,638

49,359

Income from continuing operations, net of tax

56,794

32,465

114,976

100,153

Income (loss) from discontinued operations, net of tax

(10,070)

70,753

(9,949)

71,908

Net income

46,724

103,218

105,027

172,061

Earnings (loss) per share - basic:

Continuing operations

$
0.47

$
0.25

$
0.94

$
0.78

Discontinued operations

(0.08)

0.55

(0.08)

0.56

Net income per share basic

0.39

0.80

0.86

1.34

Earnings (loss) per share - diluted:

Continuing operations

$
0.47

$
0.25

$
0.93

$
0.77

Discontinued operations

(0.08)

0.54

(0.08)

0.55

Net income per share diluted

0.39

0.79

0.85

1.32

Shares used to compute earnings per share:

Basic

120,400

127,901

121,543

127,716

Diluted

121,749

130,347

122,867

130,055

Cash dividends paid per common share

$
0.18

$
0.17

$
0.36

$
0.34

See notes to consolidated financial statements.

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~OPERATIONS

(Unaudited)

Second Quarters Ended

Six Months Ended


December 30,

December 31,

December 30,

December 31,

2017

2016

2017

2016

(Thousands)

Net income

$
46,724

$
103,218

$
105,027

$
172,061

Other comprehensive income (loss), net of tax:

Foreign currency translation and other

27,941

(182,663)

116,784

(151,002)

Pension adjustments, net

9,250

3,183

10,189

3,802

Total comprehensive income (loss)

$
83,915

$
(76,262)

$
232,000

$
24,861


	Third Quarters Ended				Nine Months Ended
	March 28,		March 30,		March 28,		March 30,
	2020		2019		2020		2019
	(Thousands, except per share amounts)
Sales	$	4,309,818	$	4,698,824	$	13,474,632	$	14,837,683
Cost of sales		3,790,885		4,074,629		11,886,247		12,946,706
Gross profit		518,933		624,195		1,588,385		1,890,977
Selling, general and administrative expenses		469,646		468,171		1,391,024		1,415,040
Goodwill and intangible asset impairment expense		145,836		—		145,836		—
Restructuring, integration and other expenses		19,211		2,939		58,073		79,986
Operating (loss) income		(115,760)		153,085		(6,548)		395,951
Other (expense) income, net		(12,608)		8,731		(8,162)		9,424
Interest and other financing expenses, net		(29,718)		(36,253)		(97,254)		(100,064)
Income (loss) from continuing operations before taxes		(158,086)		125,563		(111,964)		305,311
Income tax (benefit) expense		(29,425)		30,628		(30,270)		90,072
Income (loss) from continuing operations, net of tax		(128,661)		94,935		(81,694)		215,239
Loss from discontinued operations, net of tax		—		(6,887)		(1,548)		(7,066)
Net (loss) income		(128,661)		88,048		(83,242)		208,173

Earnings (loss) per share - basic:
Continuing operations	$	(1.29)	$	0.87	$	(0.81)	$	1.93
Discontinued operations		—		(0.06)		(0.01)		(0.06)
Net (loss) income per share basic		(1.29)		0.81		(0.82)		1.87

Earnings (loss) per share - diluted:
Continuing operations	$	(1.29)	$	0.87	$	(0.81)	$	1.91
Discontinued operations		—		(0.06)		(0.01)		(0.06)
Net (loss) income per share diluted		(1.29)		0.81		(0.82)		1.85

Shares used to compute earnings per share:
Basic		99,479		108,074		101,013		111,222
Diluted		99,479		108,822		101,013		112,252
Cash dividends paid per common share	$	0.21	$	0.20	$	0.63	$	0.60

See notes to consolidated financial statements.

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE INCOME

(Unaudited)

Six Months Ended

December 30,

December 31,

2017

2016

(Thousands)

Cash flows from operating activities:

Net income

$
105,027

$
172,061

Less: Income (loss) from discontinued operations, net of tax

(9,949)

71,908

Income from continuing operations

114,976

100,153

Non-cash and other reconciling items:

Depreciation

77,510

45,616

Amortization

47,256

11,759

Deferred income taxes

(55,921)

9,312

Stock-based compensation

17,090

32,525

Other, net

22,386

13,069

Changes in (net of effects from businesses acquired and divested):

Receivables

108,459

(127,153)

Inventories

(410,361)

139,672

Accounts payable

75,342

133,698

Accrued expenses and other, net

(55,955)

(55,437)

Net cash flows (used) provided by operating activities - continuing operations

(59,218)

303,214

Net cash flows used by operating activities - discontinued operations

—

(63,124)

Net cash flows (used) provided by operating activities

(59,218)

240,090

Cash flows from financing activities:

Issuance of notes, net of issuance costs

—

296,374

Repayment of notes

—

(378,559)

Borrowings (repayments) under accounts receivable securitization, net

78,000

(264,963)

Borrowings (repayments) under senior unsecured credit facility, net

(99,971)

771,174

Repayments under bank credit facilities and other debt, net

(27,381)

(18,978)

Borrowings of term loans

—

530,756

Repurchases of common stock

(135,458)

—

Dividends paid on common stock

(43,572)

(43,426)

Other, net

(1,214)

13,825

Net cash flows (used) provided by financing activities - continuing operations

(229,596)

906,203

Net cash flows used by financing activities - discontinued operations

—

(16,505)

Net cash flows (used) provided by financing activities

(229,596)

889,698

Cash flows from investing activities:

Purchases of property, plant and equipment

(67,397)

(70,424)

Acquisitions of businesses, net of cash acquired (Note 2)

(14,661)

(798,366)

Other, net

2,402

7,766

Net cash flows used for investing activities - continuing operations

(79,656)

(861,024)

Net cash flows provided (used) by investing activities - discontinued operations

112,664

(3,093)

Net cash flows provided (used) by investing activities

33,008

(864,117)

Effect of currency exchange rate changes on cash and cash equivalents

8,940

(27,007)

Cash and cash equivalents:

— (decrease) increase

(246,866)

238,664

— at beginning of period

836,384

1,031,478

— at end of period

$
589,518

$
1,270,142


	Third Quarters Ended				Nine Months Ended
	March 28,		March 30,		March 28,		March 30,
	2020		2019		2020		2019
	(Thousands)
Net (loss) income	$	(128,661)	$	88,048	$	(83,242)	$	208,173
Other comprehensive (loss) income, net of tax:
Foreign currency translation and other		(96,351)		1,193		(105,311)		(55,203)
Pension adjustments, net		3,167		1,249		10,148		6,212
Total comprehensive (loss) income	$	(221,845)	$	90,490	$	(178,405)	$	159,182

See notes to consolidated financial statements.

Table of Contents

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


									Accumulated
	Common		Common		Additional				Other		Total
	Stock-		Stock-		Paid-In		Retained		Comprehensive		Shareholders’
	Shares		Amount		Capital		Earnings		(Loss) Income		Equity
	(Thousands)
Balance, June 29, 2019		104,038	$	104,038	$	1,573,005	$	2,767,469	$	(304,039)	$	4,140,473
Net income		—		—		—		41,752		—		41,752
Translation adjustments and other		—		—		—		—		(102,146)		(102,146)
Pension liability adjustments, net		—		—		—		—		3,813		3,813
Cash dividends		—		—		—		(21,451)		—		(21,451)
Repurchases of common stock		(2,631)		(2,631)		—		(109,504)		—		(112,135)
Stock-based compensation		64		64		7,701		—		—		7,765
Balance, September 28, 2019		101,471	$	101,471	$	1,580,706	$	2,678,266	$	(402,372)	$	3,958,071
Net income		—		—		—		3,668		—		3,668
Translation adjustments and other		—		—		—		—		93,186		93,186
Pension liability adjustments, net		—		—		—		—		3,168		3,168
Cash dividends		—		—		—		(20,975)		—		(20,975)
Repurchases of common stock		(2,135)		(2,135)		—		(85,423)		—		(87,558)
Stock-based compensation		13		13		7,760		—		—		7,773
Balance, December 28, 2019		99,349	$	99,349	$	1,588,466	$	2,575,536	$	(306,018)	$	3,957,333
Net loss		—		—		—		(128,661)		—		(128,661)
Translation adjustments and other		—		—		—		—		(96,351)		(96,351)
Pension liability adjustments, net		—		—		—		—		3,167		3,167
Cash dividends		—		—		—		(20,810)		—		(20,810)
Repurchases of common stock		(1,104)		(1,104)		—		(35,640)		—		(36,744)
Stock-based compensation		516		516		(1,172)		—		—		(656)
Balance, March 28, 2020		98,761	$	98,761	$	1,587,294	$	2,390,425	$	(399,202)	$	3,677,278


									Accumulated
	Common		Common		Additional				Other		Total
	Stock-		Stock-		Paid-In		Retained		Comprehensive		Shareholders’
	Shares		Amount		Capital		Earnings		(Loss) Income		Equity
	(Thousands)
Balance, June 30, 2018		115,825	$	115,825	$	1,528,713	$	3,235,894	$	(195,351)	$	4,685,081
Net income		—		—		—		83,724		—		83,724
Translation adjustments and other		—		—		—		—		8,801		8,801
Pension liability adjustments, net		—		—		—		—		756		756
Cash dividends		—		—		—		(22,932)		—		(22,932)
Repurchases of common stock		(3,315)		(3,315)		—		(153,582)		—		(156,897)
Effects of new accounting principles		—		—		—		(3,832)		—		(3,832)
Stock-based compensation		521		521		25,851		—		—		26,372
Balance, September 29, 2018		113,031	$	113,031	$	1,554,564	$	3,139,272	$	(185,794)	$	4,621,073
Net income		—		—		—		36,401		—		36,401
Translation adjustments and other		—		—		—		—		(65,197)		(65,197)
Pension liability adjustments, net		—		—		—		—		4,207		4,207
Cash dividends		—		—		—		(21,769)		—		(21,769)
Repurchases of common stock		(4,116)		(4,116)		—		(170,967)		—		(175,083)
Stock-based compensation		36		36		9,069		—		—		9,105
Balance, December 29, 2018		108,951	$	108,951	$	1,563,633	$	2,982,937	$	(246,784)	$	4,408,737
Net income		—		—		—		88,048		—		88,048
Translation adjustments and other		—		—		—		—		1,193		1,193
Pension liability adjustments, net		—		—		—		—		1,249		1,249
Cash dividends		—		—		—		(21,487)		—		(21,487)
Repurchases of common stock		(2,816)		(2,816)		—		(114,421)		—		(117,237)
Stock-based compensation		519		519		1,450		—		—		1,969
Balance, March 30, 2019		106,654	$	106,654	$	1,565,083	$	2,935,077	$	(244,342)	$	4,362,472

See notes to consolidated financial statements.

Table of Contents

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	March 28,		March 30,
	2020		2019
	(Thousands)
Cash flows from operating activities:
Net (loss) income	$	(83,242)	$	208,173
Less: Loss from discontinued operations, net of tax		(1,548)		(7,066)
Income (loss) from continuing operations		(81,694)		215,239

Non-cash and other reconciling items:
Depreciation		75,535		72,692
Amortization		62,240		63,123
Amortization of operating lease assets		46,560		—
Deferred income taxes		(42,529)		45,286
Stock-based compensation		20,757		24,204
Goodwill and intangible asset impairment		145,836		—
Other, net		35,000		42,786
Changes in (net of effects from businesses acquired and divested):
Receivables		150,095		436,382
Inventories		227,996		(125,410)
Accounts payable		(112,923)		(399,526)
Accrued expenses and other, net		(84,263)		(118,347)
Net cash flows provided by operating activities - continuing operations		442,610		256,429
Net cash flows used for operating activities - discontinued operations		—		(56,284)
Net cash flows provided by operating activities		442,610		200,145

Cash flows from financing activities:
Borrowings (repayments) under accounts receivable securitization, net		(127,400)		342,000
Repayments under bank credit facilities and other debt, net		(1,639)		(11,386)
Borrowings (repayments) under senior unsecured credit facility, net		(1,194)		85,005
Repurchases of common stock		(235,830)		(447,901)
Dividends paid on common stock		(63,235)		(66,188)
Other, net		(15,132)		10,042
Net cash flows used for financing activities - continuing operations		(444,430)		(88,428)
Net cash flows used for financing activities		(444,430)		(88,428)

Cash flows from investing activities:
Purchases of property, plant and equipment		(61,156)		(101,383)
Acquisitions of businesses, net of cash acquired		(51,509)		(66,458)
Other, net		(12,547)		42,069
Net cash flows used for investing activities - continuing operations		(125,212)		(125,772)
Net cash flows provided by investing activities - discontinued operations		—		123,473
Net cash flows used for investing activities		(125,212)		(2,299)

Effect of currency exchange rate changes on cash and cash equivalents		(16,418)		(5,291)

Cash and cash equivalents:
— (decrease) increase		(143,450)		104,127
— at beginning of period		546,105		621,125
— at end of period	$	402,655	$	725,252

See notes to consolidated financial statements.

Table of Contents

AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of presentation and new accounting pronouncements

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income ~~(loss)~~ and cash flows. All such adjustments are of a normal recurring nature.

The preparation of financial statements in accordance with generally accepted accounting principles in the ~~U.S.~~United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these ~~estimates.~~estimates and assumptions.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017.~~June 29, 2019.

Certain reclassifications have been made in prior periods ~~and the fiscal year to date current periods~~ to conform to the current period presentation.

~~New~~Recently adopted accounting pronouncements

~~In December 2017,~~The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” and its related amendments (collectively “ASC 842”) on June 30, 2019 (the first day of fiscal 2020) using the ~~Securities~~modified transition approach without restating the comparative period consolidated financial statements. The standard requires lessees to recognize a right-of-use asset and ~~Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides~~a short-term and long-term lease liability for all leases.

The adoption of ASC 842 did not have a material impact on the Company’s consolidated statements of operations or retained earnings. The Company elected the package of practical expedients permitted under the transition guidance that allowed, among other things, the historical lease classification to be carried forward without reassessment and the hindsight practical expedient. The Company elected to not separate lease and non-lease components for its real estate leases. Refer to Note 5 for additional disclosures related to The Tax Cuts and Jobs Act (the “Act”). The Act changes existing United States tax law and includes numerous provisions that will affect the accounting for U.S. income taxes under ASC 740. SAB 118 allows registrants to record provisional amounts during a one year “measurement period”. The measurement period ends upon finalization of accounting. During the measurement period, impacts of the Act are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 summarizes three stages of applying the impact of the Act to be applied at each reporting period, to account for and qualitatively disclose the accounting impacts of the Act: (i) the effects of the Act for which accounting is complete; (ii) provisional amounts (or adjustments to provisional amounts) for the effects of the Act where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Act. See Note 8, “Income Taxes” for further discussion of the application of SAB 118 as of December 30, 2017.leases.

In August 2017, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update~~ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging ~~Activities~~ ~~(“ASU 2017-12”~~Activities” and its related amendments (collectively “ASC 815”), which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and makes certain targeted improvements to simplify the qualification and application of ~~the~~ hedge accounting compared to ~~current~~historical GAAP. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The ~~Company~~adoption of ASC 815 in the first quarter of fiscal 2020 did not have an impact on the Company’s consolidated financial statements.

Recently issued accounting pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. The company is currently evaluating the ~~impact~~potential effects of adopting the ~~adoption~~provisions of ASU ~~2017-12 on its consolidated financial statements.~~No. 2020-04.

~~In March 2017, the FASB issued Accounting Standards Update 2017-07,~~ ~~Compensation—Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~ (“ASU 2017-07”). The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period, and allows only the service cost component to be eligible for capitalization in assets. Other components of the net periodic benefit cost are to be presented separately from the line item that includes the service cost and outside of any subtotal of operating income, and the line item must be appropriately described. If a separate line item is not used, the line item used in the income statement to present the other components of net benefit cost must be disclosed. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within that annual period, with early adoption permitted. The amendment is to be applied retrospectively. The new guidance primarily impacts the income statement

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

presentation of net periodic benefit cost and the Company does not believe adoption of this standard will have a material impact on its consolidated financial statements including income before income taxes, but the reported amount of operating income will decrease compared to historical measurements of operating income. Refer to Note 9, “Pension Plan,” for further information on the components of net periodic pension cost.

In ~~October 2016,~~January 2020, the FASB issued ~~Accounting Standards Update~~ASU No. ~~2016-16,~~ ~~Income Taxes~~2020-01 - Investments-Equity Securities (Topic ~~740): Intra-Entity Transfers of Assets Other Than Inventory~~ (“321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU ~~2016-16”~~No.2020-01”)~~. The update amends accounting guidance for intra-entity transfers of assets other than inventory to require~~, which clarifies the recognition of income tax consequences when the transfer occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach should be applied. The Company is currently evaluating the impactinteraction of the ~~adoption of~~accounting for certain equity securities, equity method investments, and certain derivatives. ASU ~~2016-16 on its consolidated financial statements.~~

~~In February 2016, the FASB issued Accounting Standards Update~~ No. ~~2016-02,~~ ~~Leases (Topic 842)~~ (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the consolidated balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update2020-01 will be effective for the Company in the first quarter of fiscal ~~2020,~~2022, and early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2020-01.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes(Topic 740), (“ASU No. 2019-12”) which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for the Company in the first quarter of fiscal 2022, and early adoption is permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2019-12.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software(Subtopic 350-40):Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ("ASU No. 2018-15"). ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop internal-use software. ASU No. 2018-15 is effective for the Company in the first quarter of fiscal 2021, with early adoption permitted, and is to be applied either retrospectively or prospectively. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2018-15.

In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU No. 2018-14”). The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans, including removing certain previous disclosure requirements, adding certain new disclosure requirements, and clarifying certain other disclosure requirements. ASU No. 2018-14 will be effective for the Company in the first quarter of fiscal 2022, and early adoption is permitted. The Company’s planned adoption of ASU No. 2018-14 is not expected to have an impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU No. 2016-13") and also issued subsequent amendments to the initial guidance: ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, and ASU No. 2019-11 (collectively, Topic 326). Topic 326 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. Topic 326 is effective for the Company in the first quarter of fiscal 2021, with early adoption permitted, and is to be applied using a modified retrospective approach. The Company is currently evaluating the ~~impact~~potential effects of adopting the ~~adoption~~provisions of ~~ASU 2016-02 on its consolidated financial statements.~~Topic 326.

~~In May 2014, the FASB issued Accounting Standards Update No. 2014-09,~~ ~~Revenue from Contracts with Customers, as amended~~ (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 is expected to require more judgment and estimates within the revenue recognition process compared to existing GAAP. ASU 2014-09 is required to be adopted by the Company in the first quarter of fiscal 2019.

The Company expects to adopt the requirements of ASU 2014-09 using retrospective adoption to each prior reporting period presented. The company has established an implementation team inclusive of external advisors engaged to assist in evaluating potential differences compared to existing GAAP. The Company has identified its revenue streams and is currently assessing each stream for potential impacts from the adoption of ASU 2014-09. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized.

The Company’s analysis and evaluation of the new standard will continue through its effective date and a substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the significant number of customers and the related terms and conditions of our contracts that must be reviewed. The Company does not currently expect significant changes in revenue recognition practices for continuing operations compared to existing GAAP.

~~2. Acquisitions~~

~~Premier Farnell~~

On October 17, 2016, the Company acquired all of the outstanding shares of Premier Farnell Plc (“PF”), a global distributor of electronic components and related products. The cash consideration paid for the acquisition was approximately $841 million, which consisted of £1.85 per share of PF common stock. Additionally, Avnet assumed $242.8 million of debt at fair value.

The PF acquisition was accounted for as a business combination. The purchase price of this acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2. Acquisitions and discontinued operations

~~The following table summarizes the final purchase price allocation (in thousands):~~Acquisitions

Cash

$
46,354
Trade and other receivables, net

187,303
Inventories

328,037
Property, plant and equipment

52,621
Intangible assets

319,966
Total identifiable assets acquired

$
934,281

Accounts payable, accrued liabilities and other current liabilities

$
160,572
Short-term debt

242,814
Other long-term liabilities

150,109
Total identifiable liabilities acquired

$
553,495
Net identifiable assets acquired

380,786
Goodwill

460,534
Net assets acquired

$
841,320

~~Approximately $10.0 million of goodwill associated with the PF acquisition is expected to be deductible for tax purposes.~~

~~Dragon Innovation~~

In ~~August 2017,~~the second quarter of fiscal 2020, the Company ~~acquired Dragon Innovation, Inc. (“Dragon”), a provider of manufacturing logistics services to entrepreneurs.~~completed 2 acquisitions. The impact of ~~this acquisition~~these acquisitions was not material to the Company’s consolidated balance sheets or statements of ~~operations.~~

~~3. Discontinued~~ operations and ~~gain on sale~~as a result, the Company has not disclosed the preliminary allocation of purchase price or the pro-forma impact of the acquisition.

See Note 3 for further discussion of impairment considerations related to goodwill and long-lived assets.

Discontinued Operations

In February 2017, the Company completed the sale of its Technology Solutions business (“~~TS”~~TS business”) ~~business~~ to Tech Data Corporation (the “Buyer”). ~~Included in~~The TS business and the ~~gain on sale recorded upon completion~~financial impacts of the ~~sale were estimates for certain income taxes due on~~divestiture are classified as discontinued operations in all periods presented. In August 2018, the ~~gain and additional cash consideration expected from the Buyer related to~~Company executed a ~~closing date net working capital sales price adjustment (the “closing date adjustment”). The Company is finalizing the closing date adjustment~~settlement agreement with the Buyer ~~as provided for~~resulting in ~~the~~a final sales ~~agreement~~price increase of $120.0 million and ~~has included an estimate of this amount as the principal component~~a final geographic allocation of the ~~$269.2 million~~TS business sales price for tax reporting purposes. This incremental consideration received from the sale of ~~prepaid~~the TS business as well as cash settlements from the resolution of indemnification claims and other ~~current assets~~cash reimbursements have been classified as ~~of December 30, 2017. The final closing date adjustment, as determined through the established process outlined in the sales agreement, may be materially different~~cash flows from ~~the Company’s estimate. The impact of any probable changes in the closing date adjustment will be recorded as an adjustment~~discontinued operations investing activities. Income tax payments related to the gain on sale of the TS business have been classified as cash flows from discontinued operations inoperating activities.

Under the ~~period such change occurs. Additionally, the income taxes associated with the gain will be impacted by the final geographic allocation~~contractual terms of the sales price, which must be agreed to with the Buyer after determination of the closing date adjustment as required in the sales agreement and may be materially different from the Company’s estimates. The impact of any changes in estimated income taxes on the gain will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change in estimate occurs. The Company expects the closing date adjustment to be finalized by the end of fiscal 2018 and the income tax on the gain to be finalized during fiscal 2019.

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~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The Company received 2.8 million shares of the Buyer’s common stock at closing (the “Shares”), which has been recorded within “Marketable securities” on the Company’s Consolidated Balance Sheets. Unrealized and realized gains or losses due to changes in fair value based upon Level 1 quoted active market prices of the Shares are recorded in “Other income (expense), net” on the Consolidated Statements of Operations. The sales agreement includes time based contractual restrictions related to the Company’s sale of the Shares and as such, the Company entered into economic hedges to reduce the Company’s exposure to price fluctuations of the Shares during the restricted period, which fixes the net amount that the Company will realize upon the sale of the Shares. The Company records changes in fair value related to the economic share price hedges within “Other income (expense), net”, offsetting the changes in fair value of the underlying Shares. During the six months ended December 30, 2017, the Company sold 1.4 million Shares, the net proceeds of which have been included in “Cash flows from investing activities – discontinued operations.”

~~In connection with~~ the sale of the TS business, the Company ~~entered into a Transition Services Agreement (“TSA”), pursuant to which~~has indemnified the Buyer ~~will pay~~for certain liabilities including tax related matters, which may result in future indemnification expenses and indemnification payments to the ~~Company to provide certain information technology, distribution, facilities, finance and human resources related services for various periods of time~~Buyer depending upon the ~~services not~~outcome of those matters subject to exceed approximately two years from the closing date. Expenses incurred by the Company to provide such services under the TSA are classified within selling, general and administrative expenses and amounts billed to the Buyer to provide such services are classified as a reduction of such expenses. The Buyer has terminated substantially all TSA services outside of certain information technology services and all remaining TSA services are expected to be terminated by the end of fiscal 2018.indemnification.

Financial results of the TS business for the second quarter and six months ended December 31, 2016 are presented as “Income from discontinued operations, net of tax” on the Consolidated Statements of Operations and are summarized as follows:

Second Quarter Ended

Six Months Ended

December 31, 2016

(Thousands)

Sales

$
2,453,262

$
4,375,464

Cost of sales

2,199,235

3,928,164

Gross profit

254,027

447,300

Selling, general and administrative expenses

158,356

324,381

Restructuring, integration and other expenses

3,316

7,540

Operating income

92,355

115,379

Interest and other expense, net

(10,635)

(10,630)

Income from discontinued operations before income taxes

81,720

104,749

Income tax expense

10,967

32,841

Income from discontinued operations, net of taxes

$
70,753

$
71,908

Included within selling, general and administrative expenses of discontinued operations was $14.1 million and $26.6 million of estimated corporate expenses, excluding general overhead, specific to or benefiting the TS business for the second quarter and six months ended December 31, 2016.

The loss from discontinued operations, net of tax, in the second quarter and first six months of fiscal 2018 substantially all relates to settlement losses associated with the Company’s pension plan due to former TS business employees requesting and receiving distributions from the Company’s pension plan during fiscal 2018. Refer to Note 9, “Pension plan,” for further information on the pension settlement losses.

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~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

4.3. Goodwill and ~~long-lived~~intangible assets

Goodwill

The following table presents the change in goodwill by reportable segment for the ~~six~~nine months ended ~~December 30, 2017. All of the~~March 28, 2020.


	Electronic
	Components		Farnell		Total
	(Thousands)
Carrying value at June 29, 2019 ⁽¹⁾	$	390,896	$	485,832	$	876,728
Additions from acquisitions		30,562		—		30,562
Impairment of goodwill		(120,475)		—		(120,475)
Foreign currency translation		(5,970)		(19,906)		(25,876)
Carrying value at March 28, 2020 ⁽¹⁾	$	295,013	$	465,926	$	760,939

(1)Includes accumulated impairment ~~was recognized in~~of $1,045,110 from fiscal ~~2009.~~

Electronic

Premier


Components

Farnell

Total

(Thousands)
Carrying value at July 1, 2017 (1)

635,048

513,299

1,148,347
Additions from acquisitions

21,539

—

21,539
Foreign currency translation

6,263

17,662

23,925
Measurement period adjustments

2,530

(15,328)

(12,798)
Carrying value at December 30, 2017 (1)

$
665,380

$
515,633

$
1,181,013

⁽¹⁾

~~Includes accumulated impairment of $1,045,110~~

2009, $181,440 from fiscal 2018 and $137,396 from fiscal 2019

The Company’s reporting units passed goodwill impairment testing using a quantitative impairment model in the fourth quarter of fiscal 2017, however, the Company’s Electronic Components (“EC”) Americas reporting units had an estimated fair value that was not substantially in excess of its carrying value. The Company ~~also~~ evaluates each quarter if facts and circumstances indicate that it is more likely than not that the fair value of aits reporting ~~unit~~units is less than ~~its~~their carrying value, which would require the Company to perform an interim goodwill impairment test. Indicators ~~that~~ the Company evaluates to determine whether an interim goodwill impairment test is necessary include, but are not limited to, (i) a sustained decrease in share price or market capitalization as of any fiscal quarter end, (ii) changes in ~~the~~ macroeconomic or industry environments, (iii) the results of and the amount of time passed since the last goodwill impairment test and (iv) the long-term expected financial performance of its reporting units.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Intangible Assets

The following table presents the Company’s acquired intangible assets at ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017,~~June 29, 2019, respectively.


	March 28, 2020						June 29, 2019
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount ⁽¹⁾		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	290,199	$	(247,495)	$	42,704	$	292,266	$	(208,329)	$	83,937
Trade name		50,627		(29,810)		20,817		52,760		(24,752)		28,008
Technology and other		52,674		(38,889)		13,785		63,753		(32,178)		31,575
	$	393,500	$	(316,194)	$	77,306	$	408,779	$	(265,259)	$	143,520

December 30, 2017

July 1, 2017

Acquired

Accumulated

Net Book

Acquired

Accumulated

Net Book


Amount

Amortization

Value

Amount

Amortization

Value

(Thousands)

Customer related

$
308,024

$
(118,563)

$
189,461

$
277,865

$
(79,578)

$
198,287

Trade name

55,973

(12,500)

43,473

46,915

(6,720)

40,195

Technology and other

54,354

(17,545)

36,809

50,369

(11,560)

38,809

$
418,351

$
(148,608)

$
269,743

$
375,149

$
(97,858)

$
277,291

~~Table~~(1)Includes intangible asset impairment of ~~Contents~~

$17,494 in the third quarter of fiscal 2020

~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Intangible asset amortization expense from continuing operations was ~~$21.8~~$21.0 million and ~~$9.8~~$21.9 million for the ~~second~~third quarters of fiscal ~~2018~~2020 and ~~2017,~~2019, respectively, and ~~$47.3~~$62.2 million and ~~$11.8~~$63.1 million for the first ~~six~~nine months of fiscal ~~2018~~2020 and ~~2017,~~2019, respectively. Intangible assets have a weighted average remaining useful life of approximately 32 years. The following table presents the estimated future amortization expense for the remainder of fiscal ~~2018,~~2020 and the next five fiscal years ~~and thereafter~~ (in thousands):



Fiscal Year
Remainder of fiscal 2018		43,635
2019		85,765
2020		83,488
Remainder of fiscal 2020			$	18,708
2021		40,226		36,410
2022		12,685		12,610
2023		3,703		4,795
Thereafter		241
2024				1,472
2025				3,311
Total	$	269,743	$	77,306

Goodwill and intangible asset impairment expense

An interim goodwill impairment test was performed as of March 28, 2020. The macroeconomic impacts of the global coronavirus pandemic (“COVID-19”) and the corresponding decline in the Company’s share price below tangible book value, were indicators in the third quarter of fiscal 2020, that goodwill was potentially not recoverable.

The Company recorded non-cash goodwill impairment expense of $120.5 million during the third quarter of fiscal 2020, related to reporting units in the Electronic Components (EC) reportable segment including goodwill in the Americas and goodwill associated with recent acquisitions. The impairment of goodwill in such reporting units was primarily the result of COVID-19 related impacts including the significant decline in market capitalization during the quarter as well as a reduction in expected future operating results.

In assessing goodwill for impairment in the third quarter of fiscal 2020, the Company was required to make significant judgments related to the fair value of its reporting units. The Company used a combination of an income approach, specifically a discounted cash flow methodology, and a market approach to estimate the fair value of its reporting units. The discounted cash flow methodology includes market participant assumptions for, among other factors, forecasted sales, gross profit margins, operating expenses, cash flows, perpetual growth rates and long-term discount rates, all of which required judgments and estimates by management that are inherently uncertain. The market approach methodology required significant assumptions related to comparable transactions, market multiples, capital structure and control

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

premiums. The interim goodwill impairment testing results were also reconciled with the Company’s market capitalization on and around March 28, 2020, as the final step in the impairment testing.

The Company also performed asset impairment testing over long-lived assets, including intangible assets and property, plant and equipment, as of March 28, 2020 due primarily to the same indicators that led to the interim goodwill impairment testing. As a result of such long-lived asset impairment testing, the Company recorded $25.3 million in impairment expense substantially all related to intangible assets.

Other impairment expense

During the third quarter of fiscal 2020, the Company also recorded $15.3 million of equity investment impairment expense classified within other (expense) income, net in the consolidated statements of operations.

4. Debt

Short-term debt consists of the following ~~(in~~(carrying balances in thousands):


	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance

									March 28,		June 29,		March 28,		June 29,
									2020		2019		2020		2019
									Interest Rate				Carrying Balance
Bank credit facilities and other	2.41	%	2.27	%	$	23,351	$	50,113	4.76	%	1.02	%	$	65	$	538
Accounts receivable securitization program	1.93	%	—			220,000		—
Accounts receivable securitization program (due August 2020)									1.71	%	—			99,900		—
Public notes due June 2020									5.88	%	5.88	%		300,000		300,000
Short-term debt					$	243,351	$	50,113					$	399,965	$	300,538

Bank credit facilities and other consists primarily of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Company including its foreign operations.

The Company has ana trade accounts receivable securitization program (the ~~“Program”~~“Securitization Program”) in the United States with a group of financial institutions to allow the Company to transfer, on an ongoing revolving basis, an undivided interest in a designated pool of trade accounts receivable, to provide security or collateral for borrowings up to a maximum of ~~$400~~$500 million. The Securitization Program does not qualify for off balance sheet accounting treatment and any borrowings under the Securitization Program are recorded as debt in the consolidated balance sheets. Under the Securitization Program, the Company legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded within “Receivables” in the consolidated balance sheets, totaled ~~$730.8~~$756.7 million and ~~$807.5~~$857.3 million at ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017,~~June 29, 2019, respectively. The Securitization Program contains certain covenants relating to the quality of the receivables sold. The Securitization Program also requires the Company to maintain certain minimum interest coverage and leverage ratios, which the Company was in compliance with as of ~~December 30, 2017,~~March 28, 2020, and ~~July 1, 2017. The Program expires in August 2018 and as a result the Company has classified outstanding balances as short-term debt as of December 30, 2017.~~June 29, 2019. Interest on borrowings is calculated using a ~~base rate or a commercial paper~~one-month LIBOR rate plus a spread of ~~0.40%~~0.75%. The facility fee on the unused balance of the facility is up to 0.35%.

On March 31, 2020, the Company notified Wells Fargo Bank, N.A., as Trustee, that it has elected to redeem on April 30, 2020, all of its outstanding 5.875% Notes due June 15, 2020 (“Notes”) at a make-whole redemption price in accordance with the terms of the Notes and the indenture. On April 30, 2020, the Company redeemed $300 million in principal amount of the Notes with a combination of cash on hand and by drawing on its existing $1.25 billion senior unsecured revolving credit facility, ~~fee of 0.40%.~~which is scheduled to mature on June 28, 2023. The make-whole premium for the early redemption was not material.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-term debt consists of the following ~~(in~~(carrying balances in thousands):


	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance

									March 28,			June 29,		March 28,		June 29,
									2020		��	2019		2020		2019
									Interest Rate					Carrying Balance
Revolving credit facilities:
Accounts receivable securitization program	—		1.53	%	$	—	$	142,000	—			3.15	%	$	—	$	227,300
Credit Facility	—		2.77	%		—		99,970
Notes due:
June 2020	5.88	%	5.88	%		300,000		300,000
Credit Facility (due June 2023)									—			5.68	%		—		1,100
Public notes due:
December 2021	3.75	%	3.75	%		300,000		300,000	3.75	%		3.75	%		300,000		300,000
December 2022	4.88	%	4.88	%		350,000		350,000	4.88	%		4.88	%		350,000		350,000
April 2026	4.63	%	4.63	%		550,000		550,000	4.63	%		4.63	%		550,000		550,000
Other long-term debt	1.36	%	1.36	%		451		642	1.18	%		1.00	%		1,559		403
Long-term debt before discount and debt issuance costs						1,500,451		1,742,612							1,201,559		1,428,803
Discount and debt issuance costs - unamortized						(12,385)		(13,400)
Discount and debt issuance costs – unamortized															(7,319)		(8,881)
Long-term debt					$	1,488,066	$	1,729,212						$	1,194,240	$	1,419,922

The Company has a five-year $1.25 billion senior unsecured revolving credit facility (the “Credit Facility”) with a syndicate of banks, consisting of revolving credit facilities and the issuance of up to ~~$150.0~~$200.0 million of letters of credit and up to $300.0 million of loans in certain approved currencies, which expires in ~~July 2019.~~June 2023. Subject to certain conditions, the Credit Facility may be increased up to $1.50 billion. Under the Credit Facility, the Company may select from various interest rate options, currencies and maturities. The Credit Facility contains certain covenants including various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures. The Credit Facility also includes financial covenants requiring the Company to maintain minimum interest coverage and leverage ratios, which the Company was in compliance with as of ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017.~~June 29, 2019. As of ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017,~~June 29, 2019, there were ~~$2.0~~$1.6 million and ~~$3.1~~$4.0 million, respectively, in letters of credit issued under the Credit Facility.

As of ~~December 30, 2017,~~March 28, 2020, the carrying value and fair value of the Company’s total debt was ~~$1.73~~$1.59 billion and ~~$1.80~~$1.60 billion, respectively. At ~~July 1, 2017,~~June 29, 2019, the carrying value and fair value of the Company’s total debt was ~~$1.78~~$1.72 billion and ~~$1.85~~$1.78 billion, respectively. Fair value for the public notes was estimated based upon quoted market prices and for other forms of debt fair value approximates carrying value due to the market based variable nature of the interest rates on those debt ~~agreements.~~facilities.

5. Leases

Substantially all the Company’s leases are classified as operating leases and are predominately related to real property for distribution centers, office space and integration facilities with a lease term of up to 18 years. The Company’s equipment leases are primarily for automobiles and equipment, and are not material to the consolidated financial statements.

The Company determines if an arrangement contains a lease at inception based on whether it conveys the right to control the use of an identified asset in exchange for consideration. Lease right-of-use assets (“operating lease assets”) and associated liabilities (“operating lease liabilities”) are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Certain lease agreements may include one or more options to extend or terminate a lease. Lease terms are inclusive of these options if it is reasonably certain that the Company will exercise such options.

Table of Contents

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company’s leases generally do not provide a readily determinable implicit borrowing rate, as such, the discount rate used to calculate present value is based upon an estimate of the Company’s secured borrowing rate. The estimated secured borrowing rates used at the date of adoption for each lease varies in accordance with the lease term and the currency of the lease payments. Lease cost is recognized on a straight-line basis over the lease term and is included as a component of “Selling, general, and administrative expenses” in the consolidated statements of operations. Lease payments are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the measurement of operating lease assets and liabilities.

The components of lease cost related to the Company’s operating leases were as follows (in thousands):


	Third Quarter		Nine Months
	Ended		Ended
	March 28, 2020
Operating lease cost	$	19,257	$	57,633
Variable lease cost		5,496		15,594
Total lease cost	$	24,753	$	73,227

Future minimum operating lease payments as of March 28, 2020 are as follows (in thousands):


Fiscal Year
Remainder of fiscal 2020	$	19,735
2021		58,995
2022		49,061
2023		42,079
2024		32,965
Thereafter		167,259
Total future operating lease payments		370,094
Total imputed interest on operating lease liabilities		(67,059)
Total operating lease liabilities	$	303,035

Prior to the Company’s adoption of ASC 842, future minimum operating lease payments as of June 29, 2019 were as follows (in thousands) on an undiscounted basis and excluding non-lease components:


Fiscal Year
2020	$	68,710
2021		52,225
2022		42,069
2023		32,245
2024		23,305
Thereafter		85,196
Total lease payments	$	303,750

Other information pertaining to operating leases consists of the following:


Operating Lease Term and Discount Rate
Weighted-average remaining lease term in years	9.6
Weighted-average discount rate	3.8	%

Table of Contents

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Supplemental cash flow information related to the Company’s operating leases for the nine months ended March 28, 2020 was as follows (in thousands):


Supplemental Cash Flow Information:
Cash paid for operating lease liabilities	$	46,418
Operating lease assets obtained from new operating lease liabilities		30,750

6. Derivative financial instruments

Many of the Company’s subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Company to the risks associated with fluctuations in foreign currency exchange rates. The Company reduces this risk by utilizing natural hedging (e.g., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign exchange contracts typically with maturities of less than 60 days (“economic hedges”), but no longer than one year. The Company continues to have exposure to foreign currency risks to the extent they are not economically hedged. The Company adjusts any economic hedges to fair value through the consolidated statements of operations primarily within ~~“other~~“Other (expense) income, ~~(expense),~~ net.” The fair value of forward foreign exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions ~~“other~~“Prepaid and other current assets” or ~~“accrued~~“Accrued expenses and other,” as applicable, in the accompanying consolidated balance sheets as of ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017.~~June 29, 2019. The Company’s master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. The Company’s policy is to present derivative financial instruments with the same counterparty as either a net asset or liability when the right of offset exists.

~~Table of Contents~~

~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The Company generally does not hedge its investments in its foreign operations. The Company does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Company’s foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, ~~Canadian Dollar,~~ Japanese Yen, Chinese Yuan, Taiwan Dollar, Canadian Dollar and Mexican Peso. The Company also, to a lesser extent, has foreign operations transactions in other ~~European~~EMEA and ~~Asia/Pacific~~Asia foreign currencies.

The fair values of ~~derivative financial instruments~~forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in the Company’s consolidated balance sheets are as follows:


	March 28,		June 29,
	2020		2019
	(Thousands)
Prepaid and other current assets	$	15,614	$	5,511
Accrued expenses and other		14,147		6,154

December 30,

July 1,

2017

2017

(Thousands)

Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:

Other current assets

$
4,380

$
7,297

Accrued expenses

2,489

4,142

Table of Contents

In addition to amounts included in the above table, there was approximately $12.8 million and $34.0 million as of December 30, 2017 and July 1, 2017, respectively, of accrued expenses related to derivative financial instruments used to economically hedge the fair value changes in marketable securities discussed further in Note 3.AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The amounts recorded to other (expense) income, ~~(expense),~~ net, related to derivative financial instruments for economic hedges are as follows:

Second Quarters Ended

Six Months Ended

December 30,

December 31,

December 30,

December 31,

2017

2016

2017

2016

(Thousands)

Net derivative financial instrument (loss) gain

$
(1,361)

$
771

$
1,715

$
(8,737)


	Third Quarters Ended				Nine Months Ended
	March 28,		March 30,		March 28,		March 30,
	2020		2019		2020		2019
	(Thousands)
Net derivative financial instrument (loss) gain	$	(3,247)	$	(398)	$	7,856	$	(17)

The above table excludes approximately $27.0 million and $35.0 million for the second quarter and first six months of fiscal 2017, respectively, of derivative financial instrument losses in other income (expenses), net, associated with foreign currency derivative financial instruments purchased to economically hedge the British Pound purchase price of the PF acquisition.

Under the Company’s economic hedging policies, gains and losses on the derivative financial instruments are classified within the same line item in the consolidated statements of operations ~~and~~ as the remeasurement of the underlying assets or liabilities being economically hedged.

7. Commitments and contingencies

From time to time, the Company may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

~~Table of Contents~~

~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. For certain of these matters it is not possible to determine the ultimate outcome, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the early stages of the related proceedings and investigations. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity but could possibly be material to its results of operations in any one reporting period.

As of ~~December 30, 2017~~March 28, 2020 and ~~July 1, 2017,~~June 29, 2019, the Company had aggregate estimated liabilities of ~~$14.2~~$14.7 million classified within accrued expenses and other for such compliance-related matters that were reasonably estimable as of such dates.

8. Income taxes

During the second quarter of fiscal 2018, the Company made certain estimates related to the impact of the Act including the remeasurement of deferred taxes at the new expected tax rates. The amounts recorded in the three months ended December 30, 2017 for the remeasurement of U.S. net deferred tax assets principally relate to the reduction in the U.S. corporate income tax rate. The Company has provisionally recorded an expense of $11.1 million to account for these deferred tax impacts. This estimate is provisional as the Company continues to analyze the impacts of the Act, or in certain cases, U.S. Treasury is expected to issue further guidance on the application of certain provisions of the Act.

The Act includes a one-time mandatory repatriation transition tax on certain net accumulated earnings and profits of the Company’s foreign subsidiaries. The Company was not able to make a reasonable estimate of the income tax expense associated with the Company’s approximately $3.3 billion of unremitted foreign earnings as of July 1, 2017, as the required information related to each foreign subsidiaries’ unremitted foreign earnings and related foreign tax credit pools was not readily available. We expect a reasonable estimate to be recorded by the end of fiscal 2018 and the accounting for this aspect of the Act to be complete by the end of the measurement period. As of December 30, 2017, consistent with historical conclusions, the Company’s cash balances held in foreign locations are expected to be permanently reinvested outside the United States as the impact of the Act on the Company’s current position is not yet fully understood and is still under evaluation by the Company.

The Company’s effective tax rate on its ~~income before income taxes~~loss from continuing operations before taxes was ~~8.6%~~18.6% in the ~~second~~third quarter of fiscal ~~2018.~~2020. During the ~~second~~third quarter of fiscal ~~2018,~~2020, the Company’s effective tax rate was unfavorably impacted primarily by (i) the impairment of goodwill that is not deductible for tax purposes, partially offset by (ii) the release of unrecognized tax benefit reserves net of settlements.

During the third quarter of fiscal 2019, the Company’s effective tax rate on its income from continuing operations before taxes was 24.4%. During the third quarter of fiscal 2019, the Company’s effective tax rate was unfavorably impacted primarily by (i) an increase due to the impact from recently issued U.S. income tax regulations, partially offset by (ii) decreases in unrecognized tax benefits due to the expiration of the statute of limitations in various jurisdictions.

For the first nine months of fiscal 2020, the Company’s effective tax rate on its loss from continuing operations before income taxes was 27.0%. The effective tax rate for the first nine months of fiscal 2020 was favorably impacted primarily by (i) the release of unrecognized tax benefit reserves net of settlements and (ii) the mix of income in lower tax jurisdictions, partially offset by ~~the~~(iii) goodwill impairment expense that is not deductible for tax ~~expense created from remeasuring net~~purposes and (iv) a valuation allowance against interest deduction deferred tax ~~assets as a result~~assets.

Table of ~~applying the requirements of the Act.~~ Contents

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the second quarter of fiscal 2017, the Company’s effective tax rate of 46.7% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets created primarily from acquisition related expenses that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

~~For the~~ first ~~six~~nine months of fiscal ~~2018~~2019, the Company’s effective tax rate on its income ~~before income taxes~~ from continuing operations before taxes was ~~7.0%~~29.5%. The effective tax rate for the first ~~six~~nine months of fiscal ~~2018~~2019 was ~~favorably~~unfavorably impacted primarily by (i) an adjustment to the transition tax on unremitted foreign earnings recorded under the requirements of recent U.S. tax law changes (the “Act”) , (ii) net increases in unrecognized tax benefits, and (iii) an increase due to the impact from recently issued U.S. income tax regulations associated with the Act, partially offset by (iv) an adjustment to the deferred tax impacts of the Act, (v) the mix of income in lower tax jurisdictions, and ~~(ii)~~(vi) the release of unrecognized tax benefit reserves primarily due to the negotiation of a favorable outcome in a foreign jurisdiction, partially offset by (iii) the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

~~During the first six months of fiscal 2017, the Company’s effective tax rate of33.0% was unfavorably impacted primarily by (i) net increases to~~ valuation allowances against deferred tax assets that were deemed ~~unrealizable~~to be realizable.

The Company’s effective tax rate may change in future periods due to changes in tax laws and ~~(ii)~~issuance of additional guidance and regulations of tax laws.

The Company has considered the expected impact of COVID-19 in evaluating the need for valuation allowances and unrecognized tax benefit reserves.

The United States enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act is an approximately $2 trillion emergency economic stimulus package in response to the COVID-19 outbreak, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company analyzed the impact of ~~non-deductible acquisition related expenses, partially offset by (iii)~~ the ~~mix~~CARES Act and does not foresee a significant impact on its consolidated financial position, results of ~~income in lower~~operations, effective tax ~~jurisdictions.~~rate and cash flows.

~~Table of Contents~~

~~AVNET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

9. Pension plan

The Company has a noncontributory defined benefit pension plan ~~(the “Plan”)~~ that covers substantially all current or former U.S. employees ~~as of January 1, 2018, and an acquired closed noncontributory defined benefit pension plan in the U.S. covering certain PF employees (collectively, the “Plans”~~(the “Plan”). Components of net ~~period~~periodic pension cost for the ~~Plans were~~Plan was as follows:


	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016 (1)		2017		2016 (1)
	(Thousands)

									Third Quarters Ended				Nine Months Ended
									March 28,		March 30,		March 28,		March 30,
									2020		2019		2020		2019
									(Thousands)
Service cost	$	3,867	$	10,848	$	7,735	$	21,696	$	3,786	$	3,582	$	11,358	$	11,050
Total net periodic pension cost within selling, general and administrative expenses										3,786		3,582		11,358		11,050

Interest cost		5,783		3,774		11,566		7,548		5,638		8,010		16,914		21,238
Expected return on plan assets		(13,757)		(10,588)		(27,514)		(21,176)		(12,668)		(16,003)		(38,003)		(42,605)
Amortization of prior service credits		(393)		(393)		(786)		(786)
Amortization of prior service cost (credit)										534		(392)		1,603		(1,178)
Recognized net actuarial loss		3,746		3,851		7,492		7,702		3,658		2,091		10,972		7,161
Pension settlement charge		13,984		—		13,984		—
Net periodic pension cost	$	13,230	$	7,492	$	12,477	$	14,984
Total net periodic pension benefit within other (expense) income, net										(2,838)		(6,294)		(8,514)		(15,384)

Net periodic pension cost (benefit)									$	948	$	(2,712)	$	2,844	$	(4,334)

⁽¹⁾

~~Includes discontinued operations~~

The Company ~~contributed $8.0 million~~ ~~to the Plans during the~~ ~~first six months of fiscal 2018 and~~ expects to make ~~an additional contribution~~contributions to the ~~Plans~~Plan of ~~$8.0~~$4.0 million induring the remainder of fiscal ~~2018.~~

2020. The ~~Plans meet the definition~~Company made $4.0 million of defined benefit plans and as a result, the Company applies ASC 715 pension accounting to the Plans. The Plans, however, are cash balance plans that are similar in nature to defined contribution plans in that a participant’s benefit is defined in terms of stated account balances. The cash balance plans provides the Company with the benefit of applying any earnings on the Plan’s investments beyond the fixed return provided to participants, toward the Company’s future cash funding obligations.

~~Amounts reclassified out of accumulated other comprehensive income (loss), net of tax, to operating expenses~~contributions during the ~~second quarters and the~~ first ~~six~~nine months of fiscal ~~2018 and fiscal 2017 were not material and substantially all related to net periodic pension costs including recognition of actuarial losses and amortization of prior service credits.~~2020.

In connection with the sale of the TS business, a significant number of former employees became terminated vested employees under the Plan. During the second quarter of fiscal 2018, the aggregate amount of former employee withdrawals from the Plan exceeded the pension accounting threshold for fiscal 2018, which required a settlement charge under ASC 715 pension accounting. As a result, the Company recognized a $14.0 million pension settlement charge before taxes in the second quarter of fiscal 2018 classified within loss from discontinued operations.

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

10. Shareholders’ equity

Share repurchase program

In ~~November 2017,~~August 2019, the Company’s Board of Directors ~~authorized a $200 million increase in~~amended the Company’s existing share repurchase ~~program. With this increase,~~program, increasing the ~~Company may repurchase up~~cumulative total of authorized share repurchases to ~~$1.95~~$2.95 billion of common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors such as share price, expected liquidity, expected compliance with financial debt convents, corporate and regulatory requirements, and prevailing market conditions. During the ~~second~~third quarter and ~~six~~nine months ended ~~December 30, 2017,~~March 28, 2020, the Company repurchased ~~1.7~~1.1 million and ~~3.6~~5.9 million shares, respectively, under this program for a total cost of ~~$67.4~~$36.7 million and ~~$139.4~~$236.4 million, respectively. As of ~~December 30, 2017,~~March 28, 2020, the Company had ~~$459.6~~$469.0 million remaining under its share repurchase authorization.

As a result of the economic uncertainty caused by COVID-19, the Company has temporarily suspended share repurchases.

Common stock dividend

In ~~November 2017,~~February 2020, the Company’s Board of Directors approved a dividend of ~~$0.18~~$0.21 per common share and dividend payments of ~~$21.6~~$20.8 million were made in ~~December 2017.~~March 2020. During the ~~six~~nine months ended ~~December 31, 2017,~~March 28, 2020, the Company paid dividends of ~~$0.36~~$0.63 per common share and ~~$43.6~~$63.2 million in total.

11. Earnings per share

Second Quarters Ended

Six Months Ended

December 30,

December 31,

December 30,

December 31,

2017

2016

2017

2016

(Thousands, except per share data)

Numerator:



Income from continuing operations

$
56,794

$
32,465

$
114,976

$
100,153

Income (loss) from discontinued operations

(10,070)

70,753

(9,949)

71,908

Net income

$
46,724

$
103,218

$
105,027

$
172,061

Denominator:

Weighted average common shares for basic earnings per share

120,400

127,901

121,543

127,716

Net effect of dilutive stock based compensation awards

1,349

2,446

1,324

2,339

Weighted average common shares for diluted earnings per share

121,749

130,347

122,867

130,055

Basic earnings per share - continuing operations

$
0.47

$
0.25

$
0.94

$
0.78

Basic earnings (loss) per share - discontinued operations

(0.08)

0.55

(0.08)

0.56

Basic earnings per share

$
0.39

$
0.80

$
0.86

$
1.34

Diluted earnings per share - continuing operations

$
0.47

$
0.25

$
0.93

$
0.77

Diluted earnings (loss) per share - discontinued operations

(0.08)

0.54

(0.08)

0.55

Diluted earnings per share

$
0.39

$
0.79

$
0.85

$
1.32

Stock options excluded from earnings per share calculation due to anti-dilutive effect

1,508

7

1,508

7


	Third Quarters Ended				Nine Months Ended
	March 28,		March 30,		March 28,		March 30,
	2020		2019		2020		2019
	(Thousands, except per share data)
Numerator:
Income (loss) from continuing operations	$	(128,661)	$	94,935	$	(81,694)	$	215,239
Loss from discontinued operations, net of tax		—		(6,887)		(1,548)		(7,066)
Net (loss) income	$	(128,661)	$	88,048	$	(83,242)	$	208,173

Denominator:
Weighted average common shares for basic earnings per share		99,479		108,074		101,013		111,222
Net effect of dilutive stock based compensation awards		—		748		—		1,030
Weighted average common shares for diluted earnings per share		99,479		108,822		101,013		112,252
Basic (loss) earnings per share - continuing operations	$	(1.29)	$	0.87	$	(0.81)	$	1.93
Basic loss per share - discontinued operations		—		(0.06)		(0.01)		(0.06)
Basic (loss) earnings per share	$	(1.29)	$	0.81	$	(0.82)	$	1.87
Diluted (loss) earnings per share - continuing operations	$	(1.29)	$	0.87	$	(0.81)	$	1.91
Diluted loss per share - discontinued operations		—		(0.06)		(0.01)		(0.06)
Diluted (loss) earnings per share	$	(1.29)	$	0.81	$	(0.82)	$	1.85
Stock options excluded from earnings per share calculation due to anti-dilutive effect		1,431		528		1,018		410

~~See Note 3 for additional information on income (loss) from discontinued operations.~~

1617

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the three and nine months ended March 28, 2020, the diluted net loss per share is the same as basic net loss per share as the effects of 208,399 and 775,060 potential common shares, respectively, would be anti-dilutive.

12. Additional cash flow information

Non-cash investing and financing activities and supplemental cash flow information were as follows:


	Six Months Ended
	December 30,		December 31,
	2017		2016
	(Thousands)

					Nine Months Ended
					March 28,		March 30,
					2020		2019
					(Thousands)
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	17,765	$	8,661	$	5,366	$	10,310
Non-cash Financing Activities:
Unsettled share repurchases	$	3,971		—		—	$	4,740
Supplemental Cash Flow Information:
Interest	$	48,061	$	61,062	$	88,472	$	87,845
Income taxes	$	65,245	$	67,200
Income tax payments - continuing and discontinued operations						14,689		150,765

Included in cash and cash equivalents as of ~~December 30, 2017,~~March 28, 2020 and ~~July 1, 2017,~~June 29, 2019 was ~~$5.2~~$4.1 million and ~~$208.3~~$9.4 million, respectively, of cash equivalents, which was primarily comprised of investment grade money market funds and overnight time deposits.

13. Segment information

Electronic Components (“EC”) and ~~Premier~~ Farnell (“~~PF”~~Farnell”) are the Company’s reportable segments (“operating groups”). EC markets and sells semiconductors and interconnect, passive and electromechanical devices and integrated components to a diverse customer base serving many end-markets. ~~PF was acquired during the second quarter of the prior year and~~Farnell distributes electronic components and related products to the electronic system design community utilizing multi-channel sales and marketing resources.

1718

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


	Third Quarters Ended				Nine Months Ended
	March 28,		March 30,		March 28,		March 30,
	2020		2019		2020		2019
	(Thousands)
Sales:
Electronic Components	$	3,974,669	$	4,331,351	$	12,472,484	$	13,722,890
Farnell		335,149		367,473		1,002,148		1,114,793
		4,309,818		4,698,824		13,474,632		14,837,683
Operating income (loss):
Electronic Components	$	84,841	$	153,319	$	290,271	$	473,783
Farnell		23,350		45,651		65,109		126,088
		108,191		198,970		355,380		599,871
Corporate		(37,833)		(20,866)		(95,416)		(60,414)
Restructuring, integration and other expenses		(19,211)		(2,939)		(58,073)		(79,986)
Goodwill and intangible asset impairment expense		(145,836)		—		(145,836)		—
Amortization of acquired intangible assets and other		(21,071)		(22,080)		(62,603)		(63,520)
Operating (loss) income	$	(115,760)	$	153,085	$	(6,548)	$	395,951

Sales, by geographic area:
Americas ⁽¹⁾	$	1,203,605	$	1,297,220	$	3,605,944	$	3,869,435
EMEA ⁽²⁾		1,512,476		1,740,916		4,409,258		5,124,409
Asia/Pacific ⁽³⁾		1,593,737		1,660,688		5,459,430		5,843,839
Sales	$	4,309,818	$	4,698,824	$	13,474,632	$	14,837,683

⁽¹⁾	Includes sales from the United States of $1.11 billion and $1.22 billion for the third quarters ended March 28, 2020 and March 30, 2019, respectively. Includes sales from the United States of $3.37 billion and $3.61 billion for the first nine months of fiscal 2020 and 2019, respectively.

⁽²⁾

Includes sales from Germany and Belgium of $568.0 million and $278.3 million, respectively, for the third quarter ended March 28, 2020, and $1.69 billion and $837.7 million, respectively, for the first nine months of fiscal 2020. Includes sales from Germany and Belgium of $666.2 million and $311.9 million, respectively, for the third quarter ended March 30, 2019, and $2.00 billion and $868.2 million, respectively, for the first nine months of fiscal 2019.

⁽³⁾

Includes sales from China (including Hong Kong), Taiwan and Singapore of $524.1 million, $649.7 million and $239.3 million, respectively, for the third quarter ended March 28, 2020, and $1.76 billion, $2.39 billion and $722.7 million, respectively, for the first nine months of fiscal 2020. Includes sales from China (including Hong Kong), Taiwan and Singapore of $565.5 million, $659.7 million and $237.2 million, respectively, for the third quarter ended March 30, 2019, and $1.93 billion, $2.47 billion and $779.5 million, respectively, for the first nine months of fiscal 2019.

Second Quarters Ended

Six Months Ended

December 30,

December 31,

December 30,

December 31,

2017

2016

2017

2016

(Thousands)

Sales:













Electronic Components

$
4,163,519

$
4,004,342

$
8,470,769

$
8,122,446

Premier Farnell

358,117

269,217

711,809

269,217

4,521,636

4,273,559

9,182,578

8,391,663

Operating income (loss):

Electronic Components

$
129,848

$
166,705

$
269,449

$
351,756

Premier Farnell

35,630

23,974

70,425

23,974

165,478

190,679

339,874

375,730

Corporate (1)

(19,821)

(26,220)

(52,283)

(49,910)

Restructuring, integration and other expenses

(36,762)

(30,400)

(83,156)

(59,869)

Amortization of acquired intangible assets and other

(21,877)

(9,829)

(47,462)

(12,207)

Operating Income

$
87,018

$
124,230

156,973

253,744

Sales, by geographic area:

Americas (2)

$
1,210,251

$
1,252,606

$
2,395,735

$
2,503,114

EMEA (3)

1,506,015

1,380,694

3,199,000

2,645,988

Asia/Pacific (4)

1,805,370

1,640,259

3,587,843

3,242,561

Sales

$
4,521,636

$
4,273,559

$
9,182,578

$
8,391,663

~~(1)~~Corporate is not a reportable segment and represents certain centrally incurred overhead expenses and assets that are not included in the EC and PF measures of profitability or assets. Corporate amounts represent a reconciling item between segment measures and total Avnet amounts reported in the consolidated financial statements.

~~(2)~~Includes sales from the United States of $1.12 billion and $1.16 billion for the second quarters ended December 30, 2017, and December 31, 2016, respectively. Includes sales from the United States of $2.21 billion and $2.38 billion for the first six months of fiscal 2018 and 2017, respectively.

~~(3)~~Includes sales from Germany and Belgium of $571.3 million and $242.4 million, respectively, for the second quarter ended December 30, 2017, and $1.25 billion and $504.9 million, respectively, for the first six months of fiscal 2018. Includes sales from Germany and Belgium of $518.7 million and $227.5 million, respectively, for the second quarter ended December 31, 2016, and $1.04 billion and $430.2 million, respectively, for the first six months of fiscal 2017.

~~(4)~~Includes sales from China (including Hong Kong), Taiwan and Singapore of $639.8 million, $715.3 million and $217.3 million, respectively, for the second quarter ended December 30, 2017, and $1.30 billion, $1.37 billion and $446.2 million, respectively, for the first six months of fiscal 2018. Includes sales from China (including Hong Kong), Taiwan and Singapore of $611.8 million, $597.1 million and $220.6 million, respectively, for the second quarter ended December 31, 2016, and $1.24 billion, $1.19 billion and $453.0 million, respectively, for the first six months of fiscal 2017.

Table of Contents

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


	March 28,		June 29,
	2020		2019
	(Thousands)
Property, plant, and equipment, net, by geographic area:
Americas ⁽¹⁾	$	193,859	$	213,802
EMEA ⁽²⁾		183,903		200,379
Asia/Pacific		35,609		37,990
Property, plant, and equipment, net	$	413,371	$	452,171

December 30,

July 1,

2017

2017

(Thousands)

Property, plant, and equipment, net, by geographic area:

Americas (1)

$
274,138

$
296,038

EMEA (2)

196,663

186,127

Asia/Pacific

36,891

37,410

Property, plant, and equipment, net

$
507,692

$
519,575

⁽¹⁾	Includes property, plant and equipment, net, of $189.0 million and $209.9 million as of March 28, 2020 and June 29, 2019, respectively, in the United States.

⁽²⁾

Includes property, plant and equipment, net, of $86.2 million, $71.5 million and $22.8 million in Germany, the United Kingdom and Belgium, respectively, as of March 28, 2020; and $95.2 million, $70.5 million and $25.2 million in Germany, the United Kingdom and Belgium, respectively, as of June 29, 2019.

~~(1)Includes property, plant and equipment, net, of $268.8 million and $289.1 million as of December 30, 2017, and July 1, 2017, respectively, in the United States.~~

~~(2)~~Includes property, plant and equipment, net, of $96.2 million, $50.5 million and $41.1 million in Germany, UK and Belgium, respectively, as of December 30, 2017, and $85.6 million, $52.1 million and $39.8 million in Germany, UK and Belgium, respectively, as of July 1, 2017.

14. Restructuring expenses

Fiscal ~~2018~~2020

During fiscal ~~2018,~~2020, the Company ~~executed certain~~undertook restructuring actions in ~~an effort~~order to improve operating efficiencies and further integrate ~~acquisitions and reduce future operating expenses.~~the acquisition of Farnell. Restructuring expenses are included as a component of restructuring, integration and other expenses in the consolidated statements of operations. The activity related to the restructuring liabilities and asset impairments associated with restructuring activities established during fiscal ~~2018~~2020 is presented in the following table:


			Facility			Asset
	Severance		Exit Costs		Impairments		Other		Total
	(Thousands)
Fiscal 2018 restructuring expenses	$	32,976		157		936		120	$	34,189

													Facility
													and Contract		Asset
											Severance		Exit Costs		Impairments		Total
											(Thousands)
Fiscal 2020 restructuring expenses											$	26,895	$	3,066	$	7,111	$	37,072
Cash payments		(19,253)		(26)		—		(73)		(19,352)		(18,141)		(798)		—		(18,939)
Non-cash amounts		—		—		(936)		—		(936)		—		—		(7,111)		(7,111)
Other, principally foreign currency translation		25		4		—		—		29		(68)		(39)		—		(107)
Balance at December 30, 2017	$	13,748	$	135	$	—	$	47	$	13,930
Balance at March 28, 2020											$	8,686	$	2,229	$	—	$	10,915

Severance expense recorded in the first ~~six~~nine months of fiscal ~~2018~~2020 related to the reduction, or planned reduction, of approximately ~~600~~400 employees, primarily in executive management, operations, information technology, warehouse, sales and business support functions. ~~Facility exit costs primarily consist of liabilities for remaining lease obligations for exited facilities.~~ Asset impairments relate primarily to ~~the impairment of property, plant and equipment~~software long-lived assets that were impaired as a result of the ~~underlying~~ restructuring ~~activities. Other restructuring costs related primarily to other miscellaneous restructuring~~of information technology operations including the re-prioritization of information technology initiatives and ~~exit costs.~~resources. Of the ~~$34.2~~$37.1 million in restructuring expenses recorded during the first ~~six~~nine months of fiscal ~~2018, $28.7~~2020, $28.9 million related to EC, ~~$4.2~~$6.3 million related to PFFarnell and ~~$1.3~~$1.9 million related to ~~corporate executive and business support functions.~~Corporate. The Company expects the majority of the remaining severance amounts to be paid by the end of fiscal ~~2018.~~2020.

1920

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AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fiscal 2019 and prior

~~Fiscal 2017~~

During fiscal ~~2017,~~2019 and prior, the Company incurred restructuring expenses related to various restructuring actions intended to achieve planned synergies from acquired businesses and to reduce future operating expenses. The following table presents the activity during the first ~~six~~nine months of fiscal ~~2018~~2020 related to the remaining restructuring liabilities from continuing operations established during fiscal ~~2017:~~2019 and prior:


			Facility
			and Contract
	Severance		Exit Costs		Total
	(Thousands)
Balance at June 29, 2019	$	21,537	$	5,381	$	26,918
Cash payments		(13,465)		(3,294)		(16,759)
Changes in estimates, net		(3,448)		373		(3,075)
Other, principally foreign currency translation		(548)		(118)		(666)
Balance at March 28, 2020	$	4,076	$	2,342	$	6,418

Facility


Severance

Exit Costs

Total

(Thousands)
Balance at July 1, 2017

$
12,186

$
76

$
12,262
Cash payments

(8,198)

(78)

(8,276)
Changes in estimates, net

(1,056)

—

(1,056)
Non-cash amounts

—

—

—
Other, principally foreign currency translation

146

2

148
Balance at December 30, 2017

$
3,078

$
—

$
3,078

The Company expects the majority of the remaining amounts to be paid by the end of fiscal ~~2018.~~2020.

2021

Table of Contents

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the financial condition, results of operations and business of the Company. You can find many of these statements by looking for words like “believes,” “plans,” “expects,” “anticipates,” “should,” “will,” “may,” “estimates” or similar expressions in this Quarterly Report or in documents incorporated by reference in this Quarterly Report. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. You should understand that the following important factors, in addition to those discussed elsewhere in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019, could affect the Company’s future results of operations, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements: the scope and duration of the COVID-19 outbreak and its impact on global economic systems, access to financial markets and the Company’s employees, operations, customers, and supply chain; competitive pressures among distributors of electronic components; an industry down-cycle in semiconductors; relationships with key suppliers and allocations of products by suppliers; risks relating to the Company’s international sales and operations, including risks relating to the ability to repatriate cash, foreign currency fluctuations, duties and taxes, and compliance with international and U.S. laws; risks relating to acquisitions, divestitures and investments; adverse effects on the Company’s supply chain, shipping costs, third-party service providers, customers and suppliers, including as a result of issues caused by natural and weather-related disasters or pandemics and health related crisis; risks related to cyber-attacks and the Company’s information systems, including related to current or future implementations; general economic and business conditions (domestic, foreign and global) affecting the Company’s operations and financial performance and, indirectly, the Company’s credit ratings, debt covenant compliance, and liquidity and access to financing; geopolitical events, including the uncertainty caused by the United Kingdom’s planned exit from the European Union commonly referred to as “Brexit”; and legislative or regulatory changes affecting the Company’s businesses.

Any forward-looking statement speaks only as of the date on which that statement is made. Except as required by law, the Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

For a description of the Company’s critical accounting policies and an understanding of the significant factors that influenced the Company’s performance during the quarter ended ~~December 30, 2017,~~March 28, 2020, this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017.~~June 29, 2019.

There are references to the impact of foreign currency translation in the discussion of the Company’s results of operations. When the U.S. Dollar strengthens and the stronger exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is a decrease in U.S. Dollars of reported results. Conversely, when the U.S. Dollar weakens and the weaker exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is an increase in U.S. Dollars of reported results. In the discussion that follows, results excluding this impact, primarily for subsidiaries in Europe, the Middle East and Africa (“EMEA”) and Asia/Pacific (“Asia”), are referred to as “constant currency.”

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), the Company also discloses certain non-GAAP financial information, including:

●

Sales adjusted for certain items that impact the year-over-year analysis, which includes the impact of certain acquisitions by adjusting Avnet’s prior periods to include the sales of acquired businesses, as if the acquisitions had occurred at the beginning of the earliest period presented. Sales taking into account these adjustments are referred to as “organic sales.”

Table of Contents

●

Operating income (loss) excluding (i) restructuring, integration and other expenses, (see Restructuring, Integration and Other Expenses in this MD&A), (ii) goodwill and ~~(ii)~~intangible asset impairment expense and other and (iii) amortization of acquired intangible ~~assets and other.~~assets. Operating income excluding such amounts is referred to as “adjusted operating income.”

The reconciliation of operating income (loss) to adjusted operating income is presented in the following table:


	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Operating income	$	87,018	$	124,230	$	156,973	$	253,744

									Third Quarters Ended				Nine Months Ended
									March 28,		March 30,		March 28,		March 30,
									2020		2019		2020		2019
									(Thousands)
Operating (loss) income									$	(115,760)	$	153,085	$	(6,548)	$	395,951
Restructuring, integration and other expenses		36,762		30,400		83,156		59,869		19,211		2,939		58,073		79,986
Goodwill and intangible asset impairment expense										145,836		—		145,836		—
Amortization of acquired intangible assets and other		21,877		9,829		47,462		12,207		21,071		22,080		62,603		63,520
Adjusted operating income	$	145,657	$	164,459	$	287,591	$	325,820	$	70,358	$	178,103	$	259,964	$	539,456

Management believes that providing this additional information is useful to readers to better assess and understand operating performance, especially when comparing results with prior periods or forecasting performance for future periods, primarily because management typically monitors the business both including and excluding these adjustments to GAAP results. Management also uses these non-GAAP measures to establish operational goals and, in many cases, for measuring performance for compensation purposes. However, any analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, results presented in accordance with GAAP.

2123

Table of Contents

OVERVIEW

~~OVERVIEW~~

Organization

~~Organization~~

Avnet, Inc. and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”), ~~founded~~is a global technology solutions company with an extensive ecosystem delivering design, product, marketing and supply chain expertise for customers at every stage of the product lifecycle. Avnet transforms ideas into intelligent solutions, reducing the time, cost and complexities of bringing products to market around the world. Founded in 1921 and incorporated in New York in 1955, ~~together~~the Company works with ~~its consolidated subsidiaries (the “Company” or “Avnet”), is a global value-added distributor of electronic components.~~ over 1,400 technology suppliers to serve 2.1 million customers in more than 140 countries.

Avnet creates a vital link in the technology supply chain that connects the world’s leading electronic component manufacturers with a global customer base primarily comprised of original equipment manufacturers, electronic manufacturing services providers and original design manufacturers. Avnet distributes electronic components, as received from its suppliers or through a customized integrated solution, and offers assembly and other value-added services.

~~Avnet’s~~has two primary operating groups –— Electronic Components (“EC”) and ~~Premier~~ Farnell (“~~PF”~~Farnell”) –. Both operating groups have operations in each of the three major economic regions of the world: (i) the ~~Americas; EMEA;~~Americas, (ii) EMEA and ~~Asia/Pacific, consisting of Asia, Australia and New Zealand (“Asia”).~~(iii) Asia. A summary of each operating group is provided in Note 13, “Segment information” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

Results of Operations

~~Executive Summary~~Significant Risks and Uncertainties

~~Sales for~~In late 2019, there was an outbreak of a new strain of coronavirus (“COVID-19”). On March 11, 2020, the ~~second~~World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, constrained work force participation and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frames, will depend on future developments, including the duration and spread of the COVID-19 outbreak, continued restrictions on travel and transport and the continued impact on worldwide economic and geopolitical conditions, all of which are uncertain and cannot be predicted.

During the third quarter of fiscal ~~2018~~2020, the Company experienced softer product demand, pricing constraints, increased costs associated with its logistics operations, a reduction in global distribution center utilization, and shipping delays. The Company’s suppliers and customers were ~~$4.52 billion,~~also negatively impacted, including delays in the production and export of products. The impact to the Company’s customers may also result in an increase in past due accounts receivable or customer bankruptcies. To mitigate the impact of ~~5.8% from sales~~COVID-19, the Company has taken a variety of measures to ensure the availability and functioning of its critical infrastructure by implementing business continuity plans and to promote the safety and security of its employees while complying with various government mandates, including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19 such as splitting work-shifts on a rotating basis, providing face masks for employees at facilities significantly impacted and requiring on-site body temperature monitoring before entering certain facilities.

The COVID-19 pandemic has had a negative impact on the Company’s results of operations and financial performance for the ~~second~~third quarter of fiscal ~~2017 of $4.27 billion. The increase in sales was due~~2020, and the Company expects it will continue to ~~the Company’s acquisition of PF~~have a negative impact on its revenue, earnings and ~~increased sales EC’s EMEA and Asia regions, offset by sales declines~~cash flows in the ~~Americas region. Sales on an organic basis in constant currency increased year over year by 1.9% with both EC and PF contributing to the increase.~~

~~Gross profit margin for the second~~fourth quarter of fiscal ~~2018 remained relatively flat compared to~~2020 and possibly into fiscal 2021. Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends. See the ~~second quarter~~additional Risk Factor included in Part II—Item 1A of ~~fiscal 2017. EC gross profit margin decreased year over year primarily due to supplier program changes, and~~this quarterly report regarding the impacts of the COVID-19 outbreak.

Additionally, as a ~~higher percentage~~result of ~~sales coming~~the notification the Company received from ~~the lower-margin Asia region. PF gross profit margin decreased year over year primarily driven by changes in customer mix.~~

~~Avnet operating income margin was 1.9%~~Texas Instruments (“TI”) in the second quarter of fiscal ~~2018~~2020 related to the termination of the Company’s distribution agreement, the Company may experience lower sales and gross profit in the future if the impact of the termination is not offset by sales growth, gross margin improvements or operating cost reductions from strategic initiatives designed to mitigate such impacts. Sales from TI products represented approximately 10% of total sales in fiscal 2019.

Table of Contents

Executive Summary

Sales of $4.31 billion were down 8.3% year over year and 7.3% in constant currency as compared to prior year sales of $4.70 billion. The year-over-year sales decline, which occurred in both operating groups and across all three regions, was primarily due to lower demand resulting from the continuation of the global industry-wide slowdown that started in the second half of fiscal 2019 and to a lesser extent due to the impacts from the COVID-19 outbreak.

Gross profit margin of 12.0% decreased 124 basis points compared to 13.3% in the third quarter of fiscal 2019 primarily due to a combination of product and customer mix, geographical market mix and overall declines in gross profit margin due to the global industry-wide slowdown and the impacts from the COVID-19 outbreak.

Operating loss of $115.8 million decreased $268.8 million or 175.6% as compared to third quarter of fiscal 2019 operating income. Operating loss margin was 2.7% in the third quarter of fiscal 2020 as compared with ~~2.9%~~a 3.3% operating income margin in the ~~second~~third quarter of fiscal ~~2017. Both periods included amortization and restructuring, integration and other expenses. Excluding these expenses from both periods, adjusted~~2019. Adjusted operating income margin was ~~3.2%~~1.6% in the ~~second~~third quarter of fiscal ~~2018~~2020 as compared to 3.8% in the ~~second~~third quarter of fiscal ~~2017. EC~~2019, a decline of 216 basis points. The decrease in adjusted operating income and adjusted operating income margin ~~decreased 104 basis points year over year to 3.1%~~is primarily due to the ~~decline~~decrease in sales and gross profit margin. ~~PF operating income margin increased 105 basis points year over year to 10.0% due primarily to revenue growth and the realization of post-acquisition cost synergies.~~

2225

Table of Contents

Sales

~~Sales~~

The following tables present ~~the reconciliation of~~ reported ~~sales to~~and organic sales growth rates for the ~~second quarters~~third quarter and first ~~six~~nine months of fiscal ~~2017.~~ 2020 as compared to fiscal 2019 by region and by operating group.


					As Reported				Organic
	As Reported				Year-Year %				Year-Year %
	and Organic		As Reported		Change in		Organic		Change in
	Q2-Fiscal		Year-Year		Constant		Year-Year		Constant
	2018		% Change		Currency		% Change		Currency
	(Dollars in thousands)

											Third Quarters Ended
																	As Reported
											Sales		Sales		As Reported		and Organic
											as Reported		as Reported		and		Year-Year %
											and Organic		and Organic		Organic		Change in
											Fiscal		Fiscal		Year-Year		Constant
											2020		2019		% Change		Currency
											(Dollars in thousands)
Avnet	$	4,521,636	5.8	%	3.1	%	4.6	%	1.9	%	$	4,309,818	$	4,698,824	(8.3)	%	(7.3)	%
Avnet by region
Americas	$	1,210,251	(3.4)	%	—		(4.8)	%	—		$	1,203,605	$	1,297,220	(7.2)	%	(7.2)	%
EMEA		1,506,015	9.1		0.8	%	7.0		(1.2)	%		1,512,476		1,740,916	(13.1)		(10.4)
Asia		1,805,370	10.1		10.2		9.8		9.9			1,593,737		1,660,688	(4.0)		(4.2)
Avnet by segment
Avnet by operating group
EC	$	4,163,519	4.0	%	1.4	%	4.0	%	1.4	%	$	3,974,669	$	4,331,351	(8.2)	%	(7.3)	%
PF		358,117	33.0		27.5		12.3		7.7
Farnell												335,149		367,473	(8.8)		(7.6)


	Nine Months Ended
							As Reported
	Sales		Sales		As Reported		and Organic
	as Reported		as Reported		and		Year-Year %
	and Organic		and Organic		Organic		Change in
	Fiscal		Fiscal		Year-Year		Constant
	2020 ⁽¹⁾		2019 ⁽¹⁾		% Change		Currency
	(Dollars in thousands)
Avnet	$	13,474,632	$	14,837,683	(9.2)	%	(8.1)	%
Avnet by region
Americas	$	3,605,944	$	3,869,435	(6.8)	%	(6.8)	%
EMEA		4,409,258		5,124,409	(14.0)		(10.7)
Asia		5,459,430		5,843,839	(6.6)		(6.7)
Avnet by operating group
EC	$	12,472,484	$	13,722,890	(9.1)	%	(8.1)	%
Farnell		1,002,148		1,114,793	(10.1)		(8.4)

___________

Second Quarter Ended

Six Months Ended

As

As

Reported

Organic Sales

Reported

Organic Sales

Fiscal 2017

Acquisitions (1)

Fiscal 2017

Fiscal 2017

Acquisitions (1)

Fiscal 2017

(Thousands)

Avnet

$
4,273,559

$
49,639

$
4,323,198

$
8,391,663

$
378,352

$
8,770,015

Avnet by region

Americas

$
1,252,606

$
18,282

$
1,270,888

$
2,503,114

$
154,426

$
2,657,540

EMEA

1,380,694

26,558

1,407,252

2,645,988

178,879

2,824,867

Asia

1,640,259

4,799

1,645,058

3,242,561

45,047

3,287,608

Avnet by segment

EC

$
4,004,342

$
—

$
4,004,342

$
8,122,446

$
—

$
8,122,446

PF

269,217

49,639

318,856

269,217

378,352

647,569

⁽¹⁾

~~Includes PF acquired on October 17, 2016, which has operations~~Sales from acquisitions in ~~each Avnet region.~~

the first nine months of fiscal 2020 and fiscal 2019 were not material.

~~Second~~Sales of $4.31 billion for the third quarter of fiscal 2020 were down $389.0 million, or 8.3%, from the prior year third quarter sales of ~~$4.52 billion increased 5.8%~~$4.70 billion. Sales in constant currency decreased 7.3% over the prior year ~~second~~third quarter ~~sales~~with all three regions of $4.27 billion primarily due to the acquisition of PF and increased sales in EC’s EMEA and Asia regions. On a regional basis, increased sales in the EC’s EMEA and Asia regions driven by strong demand across many product verticals were offset by a decrease in sales in the Americas region due primarily to supplier channel and program changes.

~~Organic sales in constant currency increased 1.9% over the prior year second quarter with~~ both operating groups contributing to ~~this increase driven by overall market~~the decline. These decreases are primarily due to lower demand ~~partially offset by~~resulting from the ~~impact~~continuation of ~~supplier program changes.~~ the global industry-wide slowdown and to a lesser extent due to the impacts from the COVID-19 outbreak.

EC sales of $3.97 billion in the third quarter of fiscal 2020 decreased $356.7 million or 8.2% from the prior year third quarter sales of $4.33 billion. EC sales in constant currency declined 7.3% year over year. Farnell sales for the third quarter of fiscal 2020 were $335.1 million, a decrease of $32.3 million or 8.8% from the prior year third quarter sales of $367.5 million. Farnell sales in constant currency declined 7.6% year over year.

On a regional basis, sales declined 7.2% in the Americas, 10.4% in EMEA in constant currency and 4.2% in Asia in constant currency. Due to the timing of the spread of COVID-19, Asia was impacted throughout the fiscal quarter, while

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EMEA became impacted later in the fiscal quarter. The Company expects that all three regions will be impacted in the fiscal fourth quarter.

Sales for the first ~~six~~nine months of fiscal ~~2018~~2020 were ~~$9.18~~$13.47 billion, ~~an increase~~a decline of ~~9.4%~~$1.36 billion as compared to sales of ~~$8.39~~$14.84 billion for the first ~~six~~nine months of fiscal ~~2017~~2019. This decrease was primarily due to the ~~acquisition of PF. Organic sales for~~global industry-wide slowdown, which began in the ~~first six months of 2018 increased $412.6 million over the first six months~~second half of fiscal ~~2017 organic sales primarily due~~2019, and to ~~increases in EMEA and Asia, offset by declines in~~a lesser extent, the ~~Americas.~~impact of the COVID-19 outbreak.

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Gross Profit and Gross Profit Margins

Gross profit for the ~~second~~third quarter of fiscal ~~2018~~2020 was ~~$602.5~~$518.9 million, ~~an increase~~a decrease of ~~$16.3~~$105.3 million, or ~~2.8%~~16.9%, from the ~~second~~third quarter of fiscal ~~2017~~2019 gross profit of ~~$586.2~~$624.2 million driven primarily by the ~~acquisition of PF.~~decline in sales. Gross profit margin ~~remained relatively flat with~~decreased to 12.0% or 124 basis points from the ~~year ago second quarter.~~

ECthird quarter of fiscal 2019 gross profit margin ~~decreased year over year~~of 13.3% driven by declines in gross profit margin in both operating groups. The declines in gross profit margin in both operating groups are primarily due to ~~supplier program~~a combination of unfavorable changes in product and ~~a sales~~customer mix, ~~shift~~geographical market mix and overall declines in gross profit margin due to current market conditions including the ~~lower-margin Asia region. Asia sales~~impacts of COVID-19. Sales in the higher margin western regions represented ~~42%~~approximately 63% of ~~the total EC~~ sales in the ~~second~~third quarter of fiscal ~~2018~~2020 as compared ~~with 40% in~~to 65% during the ~~second~~third quarter of fiscal ~~2017. PF gross profit margin decreased year over year primarily driven by customer mix.~~2019.

Gross profit and gross profit margins were ~~$1.22~~$1.59 billion and ~~13.2%~~11.8%, respectively, for the first ~~six~~nine months of fiscal ~~2018~~2020 as compared with ~~$1.11~~$1.89 billion and ~~13.2%~~12.7%, respectively, for the first ~~six~~nine months of fiscal ~~2017. Decreases in EC’s gross profit margin due to supplier program changes were offset by increases in gross profit margin due to the acquisition of PF.~~2019.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A expenses”) were ~~$478.7~~$469.6 million in the ~~second~~third quarter of fiscal ~~2018,~~2020, an increase of ~~$47.1~~$1.5 million, or ~~10.9%~~0.3%, from the ~~second~~third quarter of fiscal ~~2017.~~2019. The year-over-year increase in SG&A expenses was primarily due to increases in SG&A expenses from recent acquisitions, costs to fund strategic investments and initiatives and the ~~acquisition~~impacts of ~~PF,~~ the ~~impact of~~COVID-19 outbreak, partially offset by cost savings from restructuring activities and changes in foreign currency ~~exchange~~translation rates and increased expenses due to sales growth, partially offset by decreases from restructuring actions taken in the trailing twelve months ended December 30, 2017. The increase includes $11.9 million of additional amortization expense year over ~~year from the acquisition of PF.~~ year.

Metrics that management monitors with respect to its operating expenses are SG&A expenses as a percentage of sales and as a percentage of gross profit. In the ~~second~~third quarter of fiscal ~~2018,~~2020, SG&A expenses as a percentage of sales were ~~10.6%~~10.9% and as a percentage of gross profit were ~~79.5%~~90.5%, as compared with ~~10.1%~~10.0% and ~~73.6%~~75.0%, respectively, in the ~~second~~third quarter of fiscal ~~2017.~~2019. The ~~increases~~increase in SG&A expenses as a percentage of both sales and ~~as a percentage of~~ gross profit is ~~due~~ primarily to the ~~acquisition~~result of ~~PF and~~ the ~~impact of supplier program changes on EC’s~~decrease in sales and gross ~~profit.~~profit margin. Amortization expense, which is included within SG&A expenses, was relatively consistent year over year.

SG&A expenses for the first ~~six~~nine months of fiscal ~~2018~~2020 were ~~$974.9 million,~~$1.39 billion, or ~~10.6%~~10.3% of sales, as compared with ~~$795.2 million,~~$1.42 billion, or 9.5% of sales, in the first ~~six~~nine months of fiscal ~~2017.~~2019. SG&A expenses were ~~80.2%~~87.6% of gross profit in the first ~~six~~nine months of ~~2018~~2020 as compared with ~~71.7%~~74.8% in the first ~~six~~nine months of fiscal ~~2017.~~ 2019.

The ~~year-over-year increase~~Company expects increases in SG&A expenses ~~was primarily due to the acquisition~~as a result of ~~PF and~~ the impact of ~~supplier program changes~~COVID-19 including, but not limited to, increases associated with its logistics operations and related freight costs, costs for personal protective equipment and sanitation supplies, and costs from implementing work-from-home arrangements and social-distancing initiatives.

Goodwill and Intangible Asset Impairment Expense

During the third quarter of fiscal 2020, the Company incurred $145.8 million of goodwill and intangible asset impairment expense. See Note 3 “Goodwill and intangible assets” to the Company’s consolidated financial statements included in this Quarterly Report on ~~EC’s sales~~Form 10-Q for further discussion of impairment expenses.

A change in future business conditions and ~~gross profit.~~financial performance as result of COVID-19 or otherwise, may result in a need to recognize additional impairment expenses in the future.

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Restructuring, Integration and Other Expenses

As a result of ~~the aforementioned supplier channel and program changes, the~~management’s focus on ~~lowering overall~~improving operating ~~costs,~~efficiencies and further integrating the ~~integration~~acquisition of ~~PF,~~Farnell, the Company has incurred certain restructuring costs. These costs also relate to the continued transformation of the Company’s information technology, distribution center footprint and business operations. In addition, the Company incurred integration, accelerated depreciation ~~acquisition/divestiture~~ and other costs. Integration costs are primarily related to the integration of acquired businesses including ~~PF,~~Farnell, the integration of certain regional and global businesses, ~~including Avnet after the TS divestiture,~~ and incremental costs incurred as part of the consolidation, relocation, sale and closure of ~~warehouse~~distribution centers and office facilities. Accelerated depreciation relates to the incremental depreciation expense incurred related to the shortening of the estimated useful life of the Company’s enterprise resource planning (“ERP”) system in the Americas compared to depreciation expense based on the original useful life of such ERP system as such ERP system is in the process of being replaced. Acquisition/divestiture costs consist primarily of professional fees and other costs incurred related to the acquisition, divestiture and closure of businesses including the acquisition of PF and the divestiture of TS.for certain information technology assets. Other costs consist primarily of any other miscellaneous costs that relate to restructuring, integration and other ~~expenses.~~expenses, including certain costs associated with the impact of the COVID-19 outbreak and acquisition related costs.

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The Company recorded restructuring, integration and other expenses of ~~$36.8~~$19.2 million during the ~~second~~third quarter of fiscal ~~2018.~~2020. The Company recorded ~~$12.9~~$9.2 million of restructuring costs in the ~~second~~third quarter of fiscal ~~2018 in order~~2020, which are expected to ~~realize~~provide approximately ~~$2.0~~$12.0 million in ~~expected annualized~~annual operating ~~cost~~expense savings once such restructuring actions ~~initiated before the end of the second quarter of fiscal 2018~~ are completed. During the ~~second~~third quarter of fiscal ~~2018,~~2020, the Company also incurred integration costs of ~~$8.2~~$5.6 million, accelerated depreciation expense of ~~$16.9~~$2.7 million, other costs of ~~$0.2~~$1.8 million and a reversal of ~~$1.4~~$0.1 million for changes in estimates for costs associated with prior year restructuring actions. The ~~after tax~~after-tax impact of restructuring, integration and other expenses were ~~$27.8~~$14.8 million and ~~$0.23~~$0.15 per share on a diluted basis.

During the first ~~six~~nine months of fiscal ~~2018,~~2020, the Company incurred restructuring costs of ~~$34.2~~$37.1 million, integration costs of ~~$16.4~~$10.1 million, accelerated depreciation of ~~$33.3~~$8.1 million, other costs of ~~$0.7~~$4.4 million and reversals of ~~$1.4~~$1.6 million for changes in estimates for costs associated with prior year restructuring actions. The after tax impact of restructuring, integration and other expenses for the first ~~six~~nine months of fiscal ~~2018~~2020 was ~~$57.4~~$44.1 million and ~~$0.47~~$0.44 per share on a diluted basis.

Comparatively, in the second quarter of fiscal 2017, restructuring, integration and other expenses from continuing operations were $30.4 million. The after tax impact of restructuring, integration, and other expenses was $23.0 million and $0.18 per share on a diluted basis.

In the first six months of fiscal 2017, restructuring, integration and other expenses from continuing operations was $59.9 million. The after tax impact of restructuring, integration and other expenses for the first six months of fiscal 2017 was $43.2 million and $0.34 per share on a diluted basis.

See Note 14 “Restructuring expenses” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

Operating Income (Loss)

Operating ~~Income~~

~~Operating income~~loss for the ~~second~~third quarter of fiscal ~~2018~~2020 was ~~$87.0~~$115.8 million, a decrease of ~~$37.2~~$268.8 million, or ~~30.0%~~175.6%, from the ~~second~~third quarter of fiscal ~~2017~~2019 operating income of ~~$124.2~~$153.1 million. The ~~year over year~~year-over-year decrease in operating income was primarily driven by ~~declines~~the decline in sales and gross profit margin as compared to the ~~EC’s Americas and EMEA regions due primarily to supplier program changes, partially offset by an increase at PF.~~third quarter of fiscal 2019. Adjusted operating income for the ~~second~~third quarter of fiscal ~~2018~~2020 was ~~$145.7~~$70.4 million, a decrease of ~~$18.8~~$107.7 million, or ~~11.4%~~60.5%, from the ~~second~~third quarter of fiscal ~~2017.~~2019. The year-over-year decrease in adjusted operating income was primarily driven by the decline in sales and gross profit margin discussed further above.

EC operating income margin decreased ~~104~~141 basis points year over year to ~~3.1% due primarily to supplier program changes partially offset by cost reductions from restructuring actions. PF~~2.1% and Farnell operating income margin ~~increased 105~~decreased 545 basis points year over year to ~~10.0% due~~7.0%. These declines were primarily todriven by the decline in sales ~~growth~~ and gross profit margin, partially offset by the ~~realization of post-acquisition cost synergies.~~reduction in SG&A expenses.

Operating ~~income~~loss for the first ~~six~~nine months of fiscal ~~2018~~2020 was ~~$157.0~~$6.5 million, or ~~1.7%~~0.1% of consolidated sales, as compared with operating income of ~~$253.7~~$396.0 million, or ~~3.0%~~2.7% of consolidated sales, in the first ~~six~~nine months of ~~2017 primarily driven by declines in EC partially offset by~~fiscal 2019. Adjusted operating income for the ~~acquisition of PF.~~

~~Interest Expense and Other Income (Expense), Net~~

~~Interest expense in the second quarter~~first nine months of fiscal ~~2018~~2020 was ~~$25.6~~$260.0 million, a decrease of ~~$1.1~~$279.5 million, or ~~4.1%~~51.8%, from the first nine months of fiscal 2019. The year-over-year decrease in adjusted operating income was primarily driven by the decline in sales and gross profit margin.

Interest and Other Financing Expenses, Net and Other (Expense) Income, Net

Interest and other financing expenses in the third quarter of fiscal 2020 was $29.7 million, a decrease of $6.5 million, or 18.0%, as compared with interest ~~expense~~and other financing expenses of ~~$26.7~~$36.3 million in the ~~second~~third quarter of fiscal ~~2017.~~2019. Interest ~~expense~~and other financing expenses in the first ~~six~~nine months of fiscal ~~2018~~2020 was ~~$49.7~~$97.3 million, a decrease of ~~$4.3~~$2.8 million,

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or ~~7.9%~~2.8%, as compared with interest ~~expense~~and other financing expenses of ~~$54.0~~$100.1 million in the first ~~six~~nine months of fiscal ~~2017.~~2019. The decrease in interest ~~expense~~and other financing expenses in the ~~second quarter and~~ first ~~six~~nine months of fiscal ~~2018~~2020 compared to the ~~second quarter and~~ first ~~six~~nine months of fiscal ~~2017~~2019 was primarily related to ~~the impact of the Company’s repayment of its~~lower outstanding ~~term loans and~~ borrowings ~~on its revolving credit facilities, which were used to help fund the PF acquisition.~~ in fiscal 2020.

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During the ~~second~~third quarter of fiscal ~~2018,~~2020, the Company had ~~$0.8~~$12.6 million of other expense as compared with $8.7 million of other income ~~net, as compared with $36.5~~in the third quarter of fiscal 2019. Other expense included $15.3 million of equity investment impairment expense in the third quarter of fiscal 2020. During the first nine months of fiscal 2020, the Company had $8.2 million of other expense ~~net, in the second quarter of fiscal 2017. During the first six months of fiscal 2017, the Company recognized $16.3~~as compared with $9.4 million of other income ~~as compared with $50.2 million of other expenses~~ in the first ~~six~~nine months of fiscal ~~2017. In the first six months of fiscal 2018, the Company had foreign currency gains~~2019. The year-over-year differences in other income was primarily due to the ~~strengthening of the Euro compared to the U.S. Dollar~~equity investment impairment expense in fiscal 2020 and ~~British Pound. In the second quarter and first six months of fiscal 2017, the Company incurred additional financing and economic~~differences in foreign currency ~~hedging costs associated with the PF acquisition.~~exchange rates between fiscal 2020 and fiscal 2019.

Income Tax Expense

For the first six months of fiscal 2018 the Company’s effective tax rate on its income before income taxes from continuing operations was 7.0%. The effective tax rate for the first six months of fiscal 2018 was favorably impacted primarily by (i) the mix of income in lower tax jurisdictions and (ii) the release of unrecognized tax benefit reserves primarily due to the negotiation of a favorable outcome in a foreign jurisdiction, partially offset by the (iii) tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

During the first six months of fiscal 2017, the Company’s effective tax rate of 33% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

See Note 8 “Income taxes” to the Company’s consolidated financial statements included in this Quarterly Report on Form ~~10-Q.~~10-Q for further discussion on the effective tax rate and COVID-19 considerations.

~~Income~~Loss from Discontinued Operations

Loss from discontinued operations was ~~$10.1 million and $9.9~~$1.5 million in the ~~second quarter and the~~ first ~~six~~nine months of fiscal 2018, respectively, primarily as a result of settlement losses associated with the Company’s pension plan due to former TS business employees requesting and receiving distributions from the Company’s pension plan during fiscal 2018. Refer to Note 9, “Pension Plan,” for further information on the pension settlement losses.

~~Income~~2020. Loss from discontinued operations was ~~$70.8~~$6.9 million and ~~$71.9~~$7.1 million ~~in the second quarter and the first six months of fiscal 2017, respectively due to the operating results of the TS business, which was sold~~ in the third quarter and first nine months of fiscal ~~2017.~~2019 primarily related to additional income tax expenses associated with the TS business.

See Note 3, “Discontinued operations” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information and detail on the financial results of discontinued operations.

Net Income (Loss)

As a result of the factors described in the preceding sections of this MD&A, the Company’s net ~~income~~loss for the ~~second~~third quarter of fiscal ~~2018~~2020 was ~~$46.7~~$128.7 million, or ~~$0.38~~$1.29 per share on a diluted basis, as compared with ~~$103.2~~$88.0 million of net income, or ~~$0.79~~$0.81 per share on a diluted basis, in the ~~second~~third quarter of fiscal ~~2017.~~ 2019.

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As a result of the factors described in the preceding sections of this MD&A, the Company’s net income for the first six months of fiscal 2018 was $105.0 million, or $0.85 per share on a diluted basis, as compared with $172.1 million, or $1.32 per share on a diluted basis, in the first six months of fiscal 2017.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Cash Flow from Operating Activities

During the first ~~six~~nine months of fiscal ~~2018,~~2020, the Company ~~used $59.2~~generated $442.6 million of cash flow from ~~its operating activities~~operations for continuing operations compared to a$256.4 million of cash ~~generation of $240.1 million~~generated in the first ~~six~~nine months of fiscal ~~2017.~~2019. These operating cash flows were comprised of: (i) cash flow generated from net income from continuing operations, adjusted for the impact of non-cash and other items, which includes depreciation and amortization expenses, goodwill and intangible asset impairment expense, deferred income taxes, stock-based compensation expense, amortization of operating lease assets and other non-cash items ~~(including provisions for doubtful accounts~~ and ~~net periodic pension costs),~~ (ii) cash flows used for, or generated from, working capital and other, excluding cash and cash ~~equivalents, and (iii) operating cash flows used for, or~~equivalents. Cash generated from ~~the TS business, which is classified as a discontinued operation. Cash used for~~ working capital and other was ~~$282.5~~$180.9 million during the first ~~six~~nine months of fiscal ~~2018,~~2020, including decreases in accounts receivable of $150.1 million and inventories of $228.0 million, offset by decreases in accounts payable of $112.9 million and accrued expenses and other of $84.3 million. Comparatively, cash used for working

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capital and other was $206.9 million during the first nine months of fiscal 2019, including an increase in inventories of ~~$410.4~~$125.4 million and ~~a decrease~~decreases in accounts payable of $399.5 million and accrued expenses and other of ~~$56.0 million. The Company utilized cash to invest in inventory levels primarily as a result of a strong book to bill and lengthening purchasing lead times. The increase in cash used was~~$118.3 million, partially offset by a decrease in accounts receivable of $108.5 million and an increase in accounts payable of $75.3 million. Comparatively, cash generated from working capital and other was $90.8 million during the first six months of fiscal 2017, including a decrease in inventories of $139.7 million and an increase in accounts payable of $133.7 million, partially offset by an increase in accounts receivable of $127.2 million and a decrease in accrued expenses and other of $55.4$436.4 million.

Cash used for operating activities of discontinued operations was $63.1 million in the first six months of fiscal 2017 as the sale of the TS business was completed in the third quarter of fiscal 2017.

Cash Flow from Financing Activities

During the first ~~six~~nine months of fiscal ~~2018,~~2020, the Company ~~received~~made net ~~proceeds~~repayments of ~~$78.0~~$127.4 million under the ~~Company’s accounts receivable securitization program.~~Securitization Program. During the first ~~six~~nine months of fiscal ~~2018, the Company repaid $27.4 million from borrowings of various bank credit facilities and $100.0 million under the Company’s Credit Facility. During the first six months of fiscal 2018,~~2020, the Company paid dividends on common stock of ~~$43.6~~$63.2 million and repurchased ~~$135.5~~$235.8 million of common stock.

During the first ~~six~~nine months of fiscal ~~2017,~~2019, the Company received net proceeds of $296.4 million as a result of the issuance of $300.0 million of 3.75% Notes due December 2021. Additionally, the Company received net proceeds of $530.8 million and $771.2 million from borrowings under the Term Loan and from the Company’s Credit Facility, respectively. During the first six months of fiscal 2017, the Company repaid $378.6 million of notes and acquired debt and made net repayments of $265.0$342.0 million under the ~~Company’s accounts receivable securitization program. During~~Securitization Program and $85.0 million under the ~~first six months of fiscal 2017, the Company~~Credit Facility and repaid ~~$19.0~~$11.4 million from borrowings of various bank credit ~~facilities and~~facilities. During the first nine months of fiscal 2019, the Company paid dividends on common stock of ~~$43.4 million.~~$66.2 million and repurchased $447.9 million of common stock. Additionally, included in other, net is approximately $18.7 million of cash received from the exercises of stock options.

Cash Flow from Investing Activities

During the first ~~six~~nine months of fiscal ~~2018,~~2020, the Company used ~~$67.4~~$61.2 million for capital expenditures primarily related to warehouse and facilities, and information ~~system development costs, computer~~technology hardware and software ~~purchases and facilities~~ costs compared to ~~$70.4~~$101.4 million for capital expenditures in the first ~~six~~nine months of fiscal ~~2017.~~2019. During the first ~~six~~nine months of fiscal ~~2018,~~2020, the Company used ~~$14.7~~$51.5 million of cash for acquisitions, which is net of the cash acquired, compared to ~~$798.4~~$66.5 million of cash for acquisitions, which is net of ~~the~~ cash acquired in the first ~~six~~nine months of fiscal ~~2017.~~ 2019. In addition, the Company paid $12.5 million for other investing activities during the first nine months of fiscal 2020, and included in other, net is $41.0 million of cash received from the sale of real estate in EMEA during the first nine months of fiscal 2019.

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During the first ~~six~~nine months of fiscal ~~2018,~~2019, the Company ~~generated $112.7~~received $123.5 million of cash from investing activities – discontinued operations ~~substantially all driven by the sale of marketable securities obtained through~~from the sale of the TS business.

Contractual Obligations

For a detailed description of the Company’s long-term debt and lease commitments for the next five years and thereafter, see Long-Term Contractual Obligations appearing in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017.~~June 29, 2019. With the exception of the Company’s debt transactions discussed herein, there are no material changes to this information outside of normal borrowings and repayments of long-term debt and operating lease payments. The Company does not currently have any material non-cancellable commitments for capital expenditures or inventory ~~purchases.~~purchases outside of the normal course of business.

Financing Transactions

See Note 5,4, “Debt” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on financing transactions including the Credit Facility, the Securitization Program, and other outstanding debt as of ~~December 30, 2017.~~March 28, 2020. The Company was in compliance with all covenants under the Credit Facility and the Securitization Program as of ~~December 30, 2017.~~March 28, 2020 and June 29, 2019.

The Company has various lines of credit, financing arrangements and other forms of bank debt in the U.S. and various foreign locations to fund the short-term working capital, foreign exchange, overdraft and letter of credit needs of its wholly owned subsidiaries. ~~Avnet generally guarantees its subsidiaries’ obligations under such debt facilities.~~ Outstanding borrowings under such forms of debt at the end of ~~second~~third quarter of fiscal ~~2018~~2020 was ~~$0.9~~$1.6 million.

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As an alternative form of financing outside of the United States, the Company sells certain of its trade accounts receivable on a non-recourse basis to third-party financial institutions pursuant to factoring agreements. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. Factoring fees for the sales of trade accounts receivable are recorded within “Interest and other financing expenses, net” and were not material.

~~Liquidity~~

Liquidity

The Company held cash and cash equivalents of ~~$589.5~~$402.7 million as of ~~December 30, 2017,~~March 28, 2020, of which ~~$568.7~~$335.5 million was held outside the United States. As of ~~July 1, 2017,~~June 29, 2019, the Company held cash and cash equivalents of ~~$836.4~~$546.1 million, of which ~~$619.5~~$476.6 million was held outside of the United States.

As of the end of the ~~second~~third quarter of fiscal ~~2018,~~2020, the Company had a combined total borrowing capacity of ~~$1.65~~$1.75 billion under the Credit Facility and the Securitization Program. There were no borrowings outstanding and ~~$2.0~~$1.6 million in letters of credit issued under the Credit Facility and ~~$220.0~~$99.9 million in borrowings outstanding under the Securitization Program, resulting in approximately ~~$1.37~~$1.63 billion of total availability as of ~~December 30, 2017.~~March 28, 2020. Availability under the Securitization Program is subject to the Company having sufficient eligible trade accounts receivable in the Americas to support desired borrowings.

Borrowings under the Credit Facility and the Securitization Program require the Company to maintain certain financial and other covenants. All other forms of debt and financing do not include financial or other covenants. The Company ~~currently~~was in compliance with all covenants under the Credit Facility and the Securitization Program as of March 28, 2020.

The Company expects to ~~utilize~~renew or replace the Securitization Program on similar terms, subject to market conditions including conditions associated with the impact of the COVID-19 outbreak, before its maturity in August 2020. If the Company cannot renew or replace on similar terms, then any outstanding borrowings will be repaid using cash on hand or availability under ~~credit facilities to support working capital~~the Credit Facility.

As previously announced, on April 30, 2020, the Company redeemed $300.0 million in principal of the 5.875% Notes due June 2020 with a combination of cash on hand and ~~other general corporate purposes to~~from available borrowing capacity under the ~~extent~~Credit Facility. The make-whole premium for the early redemption of such ~~incremental borrowings do~~notes was not ~~impact the Company’s investment grade credit rating.~~ material.

During the ~~second~~third quarter and first ~~six~~nine months of fiscal ~~2018,~~2020, the Company had an average daily balance outstanding of approximately ~~$0.1~~$68.7 million and ~~$5.3~~$53.5 million, respectively, under the Credit Facility and approximately ~~$225.0~~$229.5 million and ~~$195.0~~$375.5 million, respectively, under the Program. During the second quarter and first six months of fiscal 2017, the Company had an average daily balance outstanding of approximately $818.6 million and $635.2 million, respectively, under the Credit Facility and approximately $622.0 million and $671.0 million, respectively, under theSecuritization Program.

During periods of weakening demand in the electronic components industry, the Company typically generates cash from operating activities. Conversely, the Company is more likely to use operating cash flows for working capital requirements during periods of higher growth. The Company ~~used $141.4~~generated $777.2 million in cash flows from operating activities over the trailing four fiscal quarters ended ~~December 30, 2017 for~~March 28, 2020 from continuing operations.

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Liquidity is subject to many factors, such as normal business operations as well as general economic, financial, competitive, legislative, and regulatory factors that are beyond the Company’s control. This includes the potential impact on liquidity and related compliance with debt covenants as a result of the uncertain future impacts of the COVID-19 outbreak. To the extent the cash balances held in foreign locations cannot be remitted back to the U.S. in a tax efficient manner, those cash balances are generally used for ongoing working capital, capital ~~expenditure needs~~expenditures and ~~to support acquisitions, and are currently expected to be permanently reinvested outside the United States. The Company is still evaluating the impact of repatriating such~~other foreign ~~cash as a result of changes in U.S. tax law from the Act, which was signed into law on December 22, 2017.~~business needs. In addition, local government regulations may restrict the Company’s ability to move funds among various locations under certain circumstances. Management does not believe such restrictions would limit the Company’s ability to pursue its intended business strategy.

The Company continuously monitors and reviews its liquidity position and funding needs. Management believes that ~~Avnet’s available borrowing capacity, its current cash on hand including the remaining proceeds and marketable securities from the sale of the TS business and~~ the Company’s ~~expected~~ ability to generate operating cash flows in the future and available borrowing capacity, including capacity for the non-recourse sale of trade accounts receivable, will be sufficient to meet its future liquidity needs. The Company may also ~~may issue~~renew or replace expiring debt ~~or equity securities~~arrangements in the future and management believes the Company will have adequate access to the capital markets, if needed. Although the future impact of the COVID-19 outbreak on the capital markets and financial institutions is uncertain, the Company has historically and believes it will have the ability in the future to generate operating cash flows in periods of declining sales.

~~The Company expects to make material income tax payments on its unremitted foreign earnings as~~As a result of the evolving impacts of the COVID-19 outbreak and the related uncertain future business conditions, the Company in unlikely to make near-term strategic investments through acquisitions. As the Company implements operating cost savings restructuring plans, responds to current business environment challenges, including the impact of the ~~Act. The Act requires~~COVID-19 outbreak, and pursues ways to become more efficient and cost effective, the Company to pay a one-time transition tax on unremitted foreign earnings (the “transition tax”), which the Company expects to make a policy decision to pay over an eight year period. The Company is still gathering the necessary information to make reasonable estimates for the amount of the transition tax, but the Company expects the transition tax owed will be material due to the Company’s approximately $3.3 billion of unremitted foreign earnings as of July 1, 2017.

Historically the Company has made, and expects to continue to make, strategic investments through acquisition activity to the extent the investments strengthen Avnet’s competitive position, further its business strategies and meet management’s return on capital thresholds. The Company also expects to make capital expenditures, including expenditures over the next two fiscal years to implement a global ERP system. Additionally, as the Company integrates PF and restructures to transform Avnet into an electronic components focused business, the Company expects to use cash for restructuring, integration and other expenses.

~~In addition to continuing to make investments in acquisitions, as~~As of ~~December 30, 2017,~~March 28, 2020, the Company may repurchase up to an aggregate of ~~$459.6~~$469.0 million of shares of the Company’s common stock through a ~~$1.95~~$2.95 billion share repurchase program approved by the Board of Directors. The Company may repurchase stock from time to time at the discretion of management, subject to strategic considerations, market conditions and other factors. The Company may terminate or limit the share repurchase program at any time without prior notice. ~~The timing~~As a result of the impacts of the COVID-19 outbreak and ~~actual number of shares repurchased will depend on a variety of factors such as share price, corporate~~the corresponding need to manage liquidity and ~~regulatory requirements, and prevailing market conditions. Additionally,~~leverage, the Company ~~currently expects~~has temporarily suspended share repurchases and is unlikely to ~~pay~~engage in such repurchases in the near term.

The Company has historically paid quarterly cash dividends on shares of its common stock, and future dividends are subject to approval ofby the Board of Directors. During the ~~second~~third quarter of fiscal ~~2018,~~2020, the Board of Directors approved a dividend of ~~$0.18~~$0.21 per share, which resulted in ~~$21.6~~$20.8 million of dividend payments during the quarter.

Recently Issued Accounting Pronouncements

See Note 1, “Basis of presentation and new accounting pronouncements” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

~~Item 3.Quantitative and Qualitative Disclosures About Market Risk~~

The Company seeks to reduce earnings and cash flow volatility associated with changes in foreign currency exchange rates by entering into financial arrangements that are intended to provide an economic hedge against all or a portion of the risks associated with such volatility. The Company continues to have exposure to such risks to the extent they are not economically hedged.

~~Table of Contents~~

See Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017,~~June 29, 2019, for further discussion of market risks associated with foreign currency exchange rates and interest rates. Avnet’s exposure to such risks has not changed materially since ~~July 1, 2017,~~June 29, 2019, as the Company continues to economically hedge the majority of its foreign currency exchange exposures. Thus, any increase or decrease in fair value of the Company’s forward foreign currency exchange contracts is generally offset by an opposite effect on the related economically hedged position. For interest rate risk, the Company continues to maintain a combination of fixed and variable rate debt to mitigate the exposure to ~~fluctuation~~fluctuations in market interest rates. ~~The Company’s exposure to market price risk related to marketable securities is mitigated through the purchase~~

Table of ~~a derivative financial instrument that economically fixes the value of the marketable securities.~~ Contents

See Liquidity and Capital Resources — Financing Transactions appearing in Item 2 of this Quarterly Report on Form 10-Q for further discussion of the Company’s financing transactions and capital structure. As of ~~December 30, 2017, 86%~~March 28, 2020, 94% of the Company’s debt bears interest at a fixed rate and ~~14%~~6% of the Company’s debt bears interest at variable rates. Therefore, a hypothetical 1.0% (100 basis points) increase in interest rates would result in a ~~$0.6~~$0.2 million decrease in income from continuing operations before income taxes in the Company’s consolidated statement of operations for the ~~second~~third quarter of fiscal ~~2018.~~2020.

Item 4.

Controls and Procedures

~~Item 4.Controls and Procedures~~

The Company’s management, including its Chief Executive Officer and ~~Interim~~ Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) as of the end of the reporting period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Chief Executive Officer and ~~Interim~~ Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures are effective such that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the ~~second~~third quarter of fiscal ~~2018,~~2020, there were no changes to the Company’s internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Table of Contents~~

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

~~Item 1.Legal Proceedings~~

As a result primarily of certain former manufacturing operations, Avnet has incurred and may have future liability under various federal, state and local environmental laws and regulations, including those governing pollution and exposure to, and the handling, storage and disposal of, hazardous substances. For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and similar state laws, Avnet is and may be liable for the costs of cleaning up environmental contamination on or from certain of its current or former properties, and at off-site locations where the Company disposed of wastes in the past. Such laws may impose joint and several liability. Typically, however, the costs for clean up at such sites are allocated among potentially responsible parties based upon each party’s relative contribution to the contamination, and other factors.

Pursuant to SEC regulations, including but not limited to Item 103 of Regulation S-K, the Company regularly assesses the status of and developments in pending environmental and other compliance related legal proceedings to determine whether any such proceedings should be identified specifically in this discussion of legal proceedings, and has concluded that no particular pending legal proceeding requires public disclosure. Based on the information known to date, management believes that the Company has appropriately accrued in its consolidated financial statements for its share of the estimable costs of environmental and other compliance related matters.

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity but could possibly be material to its results of operations in any one reporting period.

~~Item 1A.Risk Factors~~

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act with respect to the financial condition, results of operations and business of the Company. You can find many of these statements by looking for words like “believes,” “plans,” “expects,” “anticipates,” “should,” “will,” “may,” “estimates” or similar expressions in this Quarterly Report or in documents incorporated by reference in this Quarterly Report. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. You should understand that the following important factors, in addition to those discussed elsewhere in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017, could affect the Company’s future results of operations, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements:

Item 1A.

~~the effect of global economic conditions, including the current global economic uncertainty;~~Risk Factors

~~competitive pressures among distributors of electronic components and computer products;~~

~~an industry down-cycle in semiconductors;~~

~~relationships with key suppliers and allocations of products by suppliers;~~

risks relating to the Company’s international sales and operations, including risks relating to the ability to repatriate cash, foreign currency fluctuations, duties and taxes, and compliance with international and U.S. laws;

~~risks relating to acquisitions, divestitures and investments;~~

adverse effects on the Company’s supply chain, shipping costs, third-party service providers, customers and suppliers, including as a result of issues caused by natural and weather-related disasters;

~~Table of Contents~~

~~risks related to cyber attacks and the Company’s information systems, including related to current or future implementations;~~

general economic and business conditions (domestic and foreign) affecting Avnet's financial performance and, indirectly, Avnet's credit ratings, debt covenant compliance, and liquidity and access to financing; and

~~legislative or regulatory changes affecting Avnet’s businesses.~~

The discussion of ~~Avnet’s~~the Company’s business and operations should be read together with the risk factor set forth below and the risk factors contained in Item 1A of its Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017,~~June 29, 2019, which describe various risks and uncertainties to which the Company is or may become subject. These risks and uncertainties have the potential to affect ~~Avnet’s~~the Company’s business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. AsOther than the additional risk factor set forth below, as of ~~December 30, 2017,~~March 28, 2020, there have been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~July 1, 2017.~~June 29, 2019.

Table of Contents

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, impacted the operations of the Company’s business partners and negatively impacted the Company’s operations and financial results.

The COVID-19 outbreak has negatively impacted the global economy, disrupted global supply chains, constrained workforce participation due to travel restrictions and quarantine orders, disrupted logistics and distribution systems, and created significant volatility and disruption of financial markets. As a result, this pandemic has negatively impacted the operations of the Company and its customers and suppliers, and heightened the risks of customer bankruptcies, customer delayed payments, acceleration of TI’s planned withdrawal as a supplier, restrictions on access to financial markets and other risk factors described in the Company’s Annual Report. While the Company has not yet experienced any material disruption to its upstream supply chain and many of its distribution centers remain operational under business continuity plans, it has experienced increased logistics costs, softer product demand, price constraints, longer lead times in certain regions, reduction in global distribution center utilization, and shipping delays. To mitigate the impact of COVID-19, the Company has implemented business continuity plans, with a focus on employee safety and mitigation of business disruptions. The Company is also taking, steps to conserve cash and effectively manage its debt, including pausing its share repurchase program and its investment and acquisition activities. As the scope and duration of the COVID-19 outbreak is unknown and the extent of its economic impact continues to evolve globally, there is significant uncertainty related to the ultimate impact that it will have on the Company’s business, its employees, results of operations and financial condition, and to what extent the Company’s actions to mitigate such impacts will be successful and sufficient.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 2.Unregistered Sales of Equity Securities and Use of Proceeds~~

~~The~~In August 2019, the Company’s Board of Directors ~~has approved~~amended the Company’s existing share repurchase program, increasing the cumulative total of upauthorized share repurchases to ~~$1.95~~$2.95 billion of the Company’s common ~~stock under the Company’s share repurchase program, which includes an increase of $200 million approved in November 2017.~~stock. The following table includes the Company’s monthly purchases of the Company’s common stock during the ~~second~~third quarter of fiscal ~~2018,~~2020 under the share repurchase program which is part of a publicly announced plan.

Total Number of

Approximate Dollar

Total

Average

Shares Purchased

Value of Shares That

Number

Price

as Part of Publicly

May Yet Be

of Shares

Paid per

Announced Plans

Purchased under the

Period

Purchased

Share

or Programs

Plans or Programs

October

527,300

$
40.55

527,300

$
305,612,000

November

805,100

$
39.51

805,100

$
473,802,000

December

350,825

$
40.39

350,825

$
459,632,000


				Total Number of	Approximate Dollar
	Total	Average		Shares Purchased	Value of Shares That
	Number	Price		as Part of Publicly	May Yet Be
	of Shares	Paid per		Announced Plans	Purchased under the
Period	Purchased	Share		or Programs	Plans or Programs
December 29 – January 25	—	$	—	—	$	505,736,000
January 26 – February 22	475,993	$	36.67	475,993	$	488,282,000
February 23 – March 28	628,000	$	30.72	628,000	$	468,992,000

3234

Table of Contents

~~Item 6.Exhibits~~

Item 6.

Exhibits

Exhibit
Number		Exhibit
~~Number~~10.1*		~~Exhibit~~
~~10.1~~		~~Letter Agreement between the Company and Thomas Liguori (incorporated herein by reference to the Company’s Current Report on Form 8-K dated December 28, 2017, Exhibit 10.2).~~

~~10.2~~		~~Form of Change of Control Agreement between the Company and Thomas Liguori (incorporated herein by reference to the Company’s Current Report on Form 8-K dated February 14, 2011, Exhibit 10.3).~~

10.3*		Amendment No. 1 to ~~the Third~~Fourth Amended and Restated Receivables Purchase Agreement, dated ~~as of October 31, 2017,~~February 28, 2020, among Avnet, Inc., Avnet Receivables Corporation, the companies and financial institutions party thereto and ~~JPMorgan Chase~~Wells Fargo Bank, N.A., as agent.

10.2*		First Amendment to the May 8, 2018 Amended and Restated Avnet Deferred Compensation Plan, dated February 6, 2020.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL ~~Instance Document.~~- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith.

Furnished herewith. The information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any ~~registration statement or other document filed~~filing under the Securities Act ~~of 1933, as amended,~~or the Exchange Act, except ~~as expressly set forth~~to the extent that the registrant specifically incorporates it by ~~specific reference in such filing.~~reference.

3335

Table of Contents

~~SIGNATURE~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 1, 2020

	AVNET, INC. ~~(Registrant)~~


	By:	/s/ ~~KEN JACOBSON~~THOMAS LIGUORI
		~~Ken Jacobson~~Thomas Liguori
		~~Interim~~ Chief Financial Officer

~~Date: January 26, 2018~~

3436

	Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets at ~~December 30, 2017~~March 28, 2020 and ~~July 1, 201~~June 29, 20197	2
	2

Consolidated Statements of Operations for the ~~second~~third quarters and ~~six~~nine months ended ~~December~~March 28, 2020 and March 30, ~~2017 and December 31, 2016~~2019	3
	3

Consolidated Statements of Comprehensive Income for the ~~second~~third quarters and ~~six~~nine months ended ~~December~~March 28, 2020 and March 30, ~~2017 and December 31, 2016~~2019	4
	4

Consolidated Statements of Shareholders’ Equity for the third quarters and nine months ended March 28, 2020 and March 30, 2019	5

Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~December~~March 28, 2020 and March 30, ~~2017 and December 31, 2016~~2019	5
	6

Notes to Consolidated Financial Statements	6
	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
	32

Item 4. Controls and Procedures	30
	33

PART II. OTHER INFORMATION	31


Item 1. Legal Proceedings	31
	33

Item 1A. Risk Factors	31
	33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
	34
~~Item 6. Exhibits~~	33

Item 6. Exhibits	35

Signature Page	34 36


	December 30,		July 1,
	2017		2017
	(Thousands, except share
	amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	589,518	$	836,384
Marketable securities		136,443		281,326
Receivables, less allowances of $50,559 and $47,272, respectively		3,295,014		3,337,624
Inventories		3,285,926		2,824,709
Prepaid and other current assets		269,204		253,765
Total current assets		7,576,105		7,533,808
Property, plant and equipment, net		507,692		519,575
Goodwill		1,181,013		1,148,347
Intangible assets, net		269,743		277,291
Other assets		265,952		220,568
Total assets	$	9,800,505	$	9,699,589
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	243,351	$	50,113
Accounts payable		1,958,145		1,861,635
Accrued expenses and other		554,140		542,023
Total current liabilities		2,755,636		2,453,771
Long-term debt		1,488,066		1,729,212
Other liabilities		308,259		334,538
Total liabilities		4,551,961		4,517,521
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock $1.00 par; authorized 300,000,000 shares; issued 119,600,864 shares and 123,080,952 shares, respectively		119,601		123,081
Additional paid-in capital		1,520,858		1,503,490
Retained earnings		3,724,978		3,799,363
Accumulated other comprehensive loss		(116,893)		(243,866)
Total shareholders’ equity		5,248,544		5,182,068
Total liabilities and shareholders’ equity	$	9,800,505	$	9,699,589


Cash	$	46,354
Trade and other receivables, net		187,303
Inventories		328,037
Property, plant and equipment		52,621
Intangible assets		319,966
Total identifiable assets acquired	$	934,281

Accounts payable, accrued liabilities and other current liabilities	$	160,572
Short-term debt		242,814
Other long-term liabilities		150,109
Total identifiable liabilities acquired	$	553,495
Net identifiable assets acquired		380,786
Goodwill		460,534
Net assets acquired	$	841,320


	Second Quarter Ended		Six Months Ended
	December 31, 2016
	(Thousands)
Sales	$	2,453,262	$	4,375,464
Cost of sales		2,199,235		3,928,164
Gross profit		254,027		447,300
Selling, general and administrative expenses		158,356		324,381
Restructuring, integration and other expenses		3,316		7,540
Operating income		92,355		115,379
Interest and other expense, net		(10,635)		(10,630)
Income from discontinued operations before income taxes		81,720		104,749
Income tax expense		10,967		32,841
Income from discontinued operations, net of taxes	$	70,753	$	71,908


	Electronic		Premier
	Components		Farnell		Total
	(Thousands)
Carrying value at July 1, 2017 (1)		635,048		513,299		1,148,347
Additions from acquisitions		21,539		—		21,539
Foreign currency translation		6,263		17,662		23,925
Measurement period adjustments		2,530		(15,328)		(12,798)
Carrying value at December 30, 2017 (1)	$	665,380	$	515,633	$	1,181,013


	December 30, 2017						July 1, 2017
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	308,024	$	(118,563)	$	189,461	$	277,865	$	(79,578)	$	198,287
Trade name		55,973		(12,500)		43,473		46,915		(6,720)		40,195
Technology and other		54,354		(17,545)		36,809		50,369		(11,560)		38,809
	$	418,351	$	(148,608)	$	269,743	$	375,149	$	(97,858)	$	277,291


	Second Quarter Ended						Six Months Ended
	As						As
	Reported				Organic Sales		Reported				Organic Sales
	Fiscal 2017		Acquisitions (1)		Fiscal 2017		Fiscal 2017		Acquisitions (1)		Fiscal 2017
	(Thousands)
Avnet	$	4,273,559	$	49,639	$	4,323,198	$	8,391,663	$	378,352	$	8,770,015
Avnet by region
Americas	$	1,252,606	$	18,282	$	1,270,888	$	2,503,114	$	154,426	$	2,657,540
EMEA		1,380,694		26,558		1,407,252		2,645,988		178,879		2,824,867
Asia		1,640,259		4,799		1,645,058		3,242,561		45,047		3,287,608
Avnet by segment
EC	$	4,004,342	$	—	$	4,004,342	$	8,122,446	$	—	$	8,122,446
PF		269,217		49,639		318,856		269,217		378,352		647,569


				Total Number of	Approximate Dollar
	Total	Average		Shares Purchased	Value of Shares That
	Number	Price		as Part of Publicly	May Yet Be
	of Shares	Paid per		Announced Plans	Purchased under the
Period	Purchased	Share		or Programs	Plans or Programs
October	527,300	$	40.55	527,300	$	305,612,000
November	805,100	$	39.51	805,100	$	473,802,000
December	350,825	$	40.39	350,825	$	459,632,000