UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

AVNET, INC.

(Exact name of registrant as specified in its charter)

New York		1-4224		11-1890605
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (480) 643-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2011, Avnet, Inc. issued a press release announcing its third quarter results of operations for fiscal 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Also attached is the CFO Review of Fiscal 2011 Third Quarter Results as Exhibit 99.2 and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit
Number				Description
	99.1			Press Release, dated April 28, 2011.
	99.2			CFO Review of Fiscal Third Quarter Results, dated April 28, 2011.

SIGNATURES

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 hereunto duly authorized.

Date: April 28, 2011		AVNET, INC.
		Registrant
		By:		/s/ Raymond Sadowski
				Name:		Raymond Sadowski
				Title:		Senior Vice President and
						Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release, dated April 28, 2011.
	99.2			CFO Review of Fiscal Third Quarter Results, dated April 28, 2011.

Exhibit 99.1

		Avnet, Inc. 2211 South 47th Street Phoenix, AZ 85034

PRESS RELEASE

Avnet, Inc. Reports Third Quarter Fiscal Year 2011 Results
Strong Revenues Globally Drive Continued Growth in Profits

Phoenix, April 28, 2011 - Avnet, Inc. (NYSE:AVT) today announced results for the third fiscal quarter ended April 2, 2011.

		Three Months Ended
		April 2,				April 3,				Net
		2011				2010				Change
		$ in millions, except per share data
Sales		$	6,672.4			$	4,756.8				40.3	%
GAAP Operating Income		$	240.7			$	167.2				44.0	%
Adjusted Operating Income (1)		$	257.0			$	174.6				47.2	%
GAAP Net Income		$	151.0			$	114.5				31.9	%
Adjusted Net Income (1)		$	169.7			$	115.8				46.6	%
GAAP Diluted EPS		$	0.98			$	0.75				30.7	%
Adjusted Diluted EPS (1)		$	1.10			$	0.76				44.7	%

•

Sales for the third fiscal quarter increased 40% year over year to $6.7 billion; pro forma revenue (as defined later in this release) was up 16% year over year

•

Adjusted operating income increased 47% to $257 million and adjusted operating income margin of 3.85% was up 18 basis points year over year

•

Adjusted diluted earnings per share increased 45% over the prior year quarter to a record $1.10 per share

Roy Vallee, Chairman and Chief Executive Officer, commented, “Our revenue in the March quarter was much stronger than expected at both operating groups, driving operating income margin higher sequentially and year over year. This solid performance drove a fourth consecutive quarter of record adjusted EPS with return on capital employed (ROCE) within our target range of 14% — 16%, even as we are integrating our most recent significant investments in value creating M&A. Electronics Marketing delivered another very strong quarter as double-digit organic growth drove both margins and returns above our long-term targets. As the technology markets continue to lead the economic recovery, we remain focused on driving performance across our portfolio of businesses and leveraging revenue growth into increased shareholder value and higher EPS.”

Avnet Electronics Marketing Results

						Year-over-Year Growth Rates
		Q3 FY11				Reported				Pro forma(2)
		Revenue				Revenue				Revenue
		(in millions)
Total		$	3,925.2				36.0	%			18.3	%
Excluding FX (1)							35.6	%			18.0	%
Americas		$	1,316.2				46.7	%			11.3	%
EMEA		$	1,328.5				30.3	%			—
Excluding FX (1)							30.5	%			—
Asia		$	1,280.5				32.1	%			14.8	%

		Q3 FY11				Q3 FY10				Change
Operating Income		$	224.8			$	144.2			$	80.6
Operating Income Margin			5.73	%			5.00	%		73		bps

•

Record revenue of $3.93 billion was up 36% year over year while pro forma revenue grew 18%

•

Operating income margin improved 73 basis points year over year and 57 basis points sequentially

•

Return on working capital (ROWC) was up 170 basis points year over year and 380 basis points sequentially

Mr. Vallee added, “Demand for electronic components remained strong this quarter as sequential revenue growth of 10% was driven by above normal seasonal trends in all three regions. Growth was strongest in EMEA as high demand in the industrial and automotive markets drove revenue up 23% sequentially and 30% year over year. The combination of strong growth in the western regions, gross profit margin improvements and continued expense efficiencies resulted in operating income growing 2.2 times faster than revenue sequentially while operating income margin increased 57 basis points. ROWC increased 170 basis points year over year and was above our target of 30% globally as EM continues to translate growth into record economic profit. At EM, the book to bill ratio remained positive for the March quarter which indicates that end demand in our served markets remains solid. We are well positioned to continue leveraging our profitable growth initiatives and deliver returns within our target range.”

Avnet Technology Solutions Results

						Year-over-Year Growth Rates
		Q3 FY11				Reported				Pro forma(2)
		Revenue				Revenue				Revenue
		(in millions)
Total		$	2,747.2				46.9	%			13.2	%
Excluding FX (1)							45.4	%			12.1	%
Americas		$	1,506.6				38.9	%			20.4	%
EMEA		$	847.0				59.5	%			-2.9	%
Excluding FX (1)							57.8	%			-3.9	%
Asia		$	393.6				54.8	%			30.0	%

		Q3 FY11				Q3 FY10				Change
Operating Income		$	57.3			$	49.9			$	7.4
Operating Income Margin			2.09	%			2.67	%		-58		bps

•

Revenue grew 47% year over year while pro forma revenue grew 13%

•

Operating income grew 15% year over year while operating income margin declined 58 basis points primarily due to the impact of acquisitions

•

Year to date ROWC remains in line with our long-term business model

Mr. Vallee further added, “Technology Solutions revenue came in at the high end of expectations as the sequential declines were less than normal for a March quarter in the Americas and Asia regions. Pro forma revenue was down 12% sequentially versus a typical decline of 16% to 20% and was up 12% year over year in constant dollars. At a product level, this year-over-year growth was driven primarily by sales of servers and storage. Operating income margin decreased 58 basis points from the year ago quarter due primarily to the impact of acquisitions while the sequential decline of 119 basis points was worse than seasonal due primarily to product mix. We continue to see progress in recent M+A investments as operating income margin improved from the September quarter in both Latin America and the Asia region as we apply our value-based management discipline and grow the businesses. In EMEA, where the recovery has been weaker than in other regions, we completed the Bell Micro IT conversions which will lead to the realization of additional synergies as planned.”

Cash Flow

•

Cash generated from operations was $188 million for the quarter and $121 million for the last four quarters

•

Cash and cash equivalents at the end of the quarter was $782 million; net debt (total debt less cash and cash equivalents) was $1.1 billion

Ray Sadowski, Chief Financial Officer, stated, “Strong profits combined with excellent working capital management resulted in $188 million of positive cash flow from operations for the quarter. At EM, working capital grew at half the rate of sales as a $22 million sequential decline in inventory contributed to a 2.5 reduction in its overall net days from the December quarter. During the quarter, we used $104 million to retire the Bell Micro convertible notes that were put to us which further strengthened our already strong balance sheet and credit statistics.

Outlook For Fiscal 4th Quarter Ending on July 2, 2011

•

EM sales are expected to be in the range of $3.85 billion to $4.25 billion and TS sales are expected to be between $2.75 billion and $3.05 billion

•

Consolidated sales are forecasted to be between $6.60 billion and $7.30 billion

•

Adjusted diluted earnings per share (“EPS”) is expected to be in the range of $1.10 to $1.22 per share

•

While it is difficult to gauge the impact of the Japan earthquake and tsunami on our June quarter revenue, we continue to work closely with our suppliers to understand what products are most impacted and meet the needs of our supply chain customers. The expected sales range for EM and, therefore, for Avnet indicated above is wider than normal to account for the uncertainly associated with the impact from the Japan earthquake and tsunami. The EPS range has been widened as well.

The above EPS guidance does not include any potential restructuring charges or any charges related to acquisitions and post-closing integration activities. In addition, the above guidance assumes that the average Euro to U.S. Dollar currency exchange rate for the fourth quarter of fiscal 2011 is $1.44 to €1.00. This compares with an average exchange rate of $1.27 to €1.00 in the fourth quarter of fiscal 2010 and $1.37 to €1.00 in the third quarter of fiscal 2011.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management’s current expectations and are subject to uncertainty and changes in facts and circumstances. The forward-looking statements herein include statements addressing future financial and operating results of Avnet and may include words such as “will,” “anticipate,” “expect,” believe,” “forecast,” and “should,” and other words and terms of similar meaning in connection with any discussions of future operating or financial performance, business prospects or market conditions. Actual results may vary materially from the expectations contained in the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the Company’s ability to retain and grow market share and to generate additional cash flow, risks associated with any acquisition activities and the successful integration of acquired companies, any significant and unanticipated sales decline, changes in business conditions and the economy in general, changes in market demand and pricing pressures, any material changes in the allocation of product or product rebates by suppliers, other competitive and/or regulatory factors affecting the businesses of Avnet generally.

More detailed information about these and other factors is set forth in Avnet’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K, Form 10-Q and Form 8-K. Avnet is under no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also discloses in this press release certain non-GAAP financial information including adjusted operating income, adjusted net income and adjusted diluted earnings per share, as well as revenue adjusted for the impact of acquisitions and other items (as defined in the Pro Forma (Organic) Revenue section of this release). Management believes pro forma revenue is a useful measure for evaluating current period performance as compared with prior periods and for understanding underlying trends.

Management believes that operating income adjusted for restructuring, integration and other items is a useful measure to help investors better assess and understand the Company’s operating performance, especially when comparing results with previous periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Avnet’s normal operating results. Management analyzes operating income without the impact of these items as an indicator of ongoing margin performance and underlying trends in the business. Management also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring performance for compensation purposes.

Management believes net income and EPS adjusted for the impact of the items described above is useful to investors because it provides a measure of the Company’s net profitability on a more comparable basis to historical periods and provides a more meaningful basis for forecasting future performance. Additionally, because of management’s focus on generating shareholder value, of which net profitability is a primary driver, management believes net income and EPS excluding the impact of these items provides an important measure of the Company’s net results of operations for the investing public. However, analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

Third Quarter Fiscal 2011

		Third Quarter Ended Fiscal 2011
														Diluted
		Op Income				Pre-tax				Net Income				EPS
		$ in thousands, except per share data
GAAP results		$	240,737			$	213,161			$	151,031			$	0.98
Restructuring, integration and other charges			16,273				16,273				11,887				0.08
Loss on investments			—				6,308				3,857				0.02
Income tax adjustments			—				—				2,959				0.02
Total adjustments			16,273				22,581				18,703				0.12
Adjusted results		$	257,010			$	235,742			$	169,734			$	1.10

Items impacting the third quarter of fiscal 2011 consisted of the following:

•

Restructuring, integration and other charges of $16.3 million pre-tax which were incurred primarily in connection with the acquisition and integration of acquired businesses and consisted of $4.4 million pre-tax for severance, $3.3 million pre-tax for facility exit related costs, fixed asset write downs and other related charges, $8.0 million pre-tax for integration-related costs, $3.5 million pre-tax for transaction costs associated with acquisitions, $0.9 million pre-tax for other charges, and a reversal of $3.8 million pre-tax to release liabilities associated with a prior acquisition and to adjust prior year restructuring reserves;

•

Loss on investments of $6.3 million pre-tax related to the write down of investments in smaller technology start-up companies; and

•

Income tax adjustments of $3.0 million primarily related to uncertainty surrounding deferred tax assets, additional transfer pricing exposure and audit settlements.

Third Quarter Fiscal 2010

		Third Quarter Ended Fiscal 2010
														Diluted
		Op Income				Pre-tax				Net Income				EPS
		$ in thousands, except per share data
GAAP results		$	167,220			$	156,594			$	114,505			$	0.75
Restructuring, integration and other charges			7,347				7,347				5,587				0.04
Gain on sale of assets			—				(3,202	)			(1,987	)			(0.01	)
Net tax benefit			—				—				(2,303	)			(0.02	)
Total adjustments			7,347				4,145				1,297				0.01
Adjusted results		$	174,567			$	160,739			$	115,802				0.76

Items impacting third quarter of fiscal 2010 consisted of the following:

•

Restructuring, integration and other charges of $7.3 million pre-tax which included (i) $6.5 million pre-tax for a value-added tax exposure in Europe related to an audit of prior years, (ii) $2.1 million pre-tax related to acquisition-related costs, and (iii) a credit of $1.3 million pre-tax related to reversals of restructuring reserves no longer deemed necessary.

•

A gain on the sale of assets of $3.2 million pre-tax as a result of a final earn-out payment associated with the earlier sale of the Company’s equity investment in Calence LLC.

•

A net tax benefit of $2.3 million related to adjustments for a prior year tax return and a benefit from a favorable income tax audit settlement partially offset by additional tax reserves for existing tax positions.

Pro Forma (Organic) Revenue

Pro forma or Organic revenue is defined as reported revenue adjusted for (i) the impact of acquisitions by adjusting Avnet’s prior periods to include the sales of businesses acquired as if the acquisitions had occurred at the beginning of fiscal 2010; (ii) the impact of a divestiture by adjusting Avnet’s prior periods to exclude the sales of the business divested as if the divestiture had occurred at the beginning of the period presented; (iii) the impact of the extra week of sales in the prior year first quarter due to the “52/53 week” fiscal year; and (iv) the impact of the transfer of the existing embedded business from TS Americas to EM Americas that occurred in the first quarter of fiscal 2011, which did not have an impact to Avnet on a consolidated basis but did impact the pro forma sales for the groups by $97 million in the third quarter of fiscal 2010. Sales taking into account the combination of these adjustments is referred to as “pro forma sales” or “organic sales”.

Revenue adjusted for this impact is presented in the following table:

						Acquisition /
		Revenue				Divested				Extra Week				Pro forma
		as Reported				Revenue				in Q1 FY10				Revenue
		(in thousands)
Q1 Fiscal 2011		$	6,182,388			$	(41,261	)		$	—			$	6,141,127
Q2 Fiscal 2011		$	6,767,495			$	(102,385	)		$	—			$	6,665,110
Q3 Fiscal 2011		$	6,672,404							$	—			$	6,672,404
Fiscal year 2011		$	19,622,287			$	(143,646	)		$	—			$	19,478,641
Q1 Fiscal 2010		$	4,355,036			$	884,224			$	(417,780	)		$	4,821,480
Q2 Fiscal 2010			4,834,524				1,043,732				—				5,878,256
Q3 Fiscal 2010			4,756,786				987,295				—				5,744,081
Q4 Fiscal 2010			5,213,826				878,290				—				6,092,116
Fiscal year 2010		$	19,160,172			$	3,793,541			$	(417,780	)		$	22,535,933

“Acquisition Revenue” as presented in the preceding table includes the following acquisitions:

Acquired Business		Operating Group		Acquisition Date
Vanda Group		TS		October 2009
Sunshine Joint Stock Company		TS		November 2009
PT Datamation		TS		April 2010
Servodata HP Division		TS		April 2010
Bell Micro Products Inc.		TS/EM		July 2010
Tallard Technologies		TS		July 2010
Unidux		EM		July 2010
Broadband		EM		October 2010
Eurotone		EM		October 2010
Center Cell		EM		November 2010
itX Technologies		TS		January 2011

The table above also reflects the divestiture of New ProSys Corp. which occurred in January 2011.

Teleconference Webcast and Upcoming Events

Avnet will host a Webcast of its quarterly teleconference today at 2:00 p.m. Eastern Time. The live Webcast event, as well as other financial information including Ray Sadowski’s, Chief Financial Officer, CFO Review of Results and financial statement reconciliations of GAAP and non-GAAP financial measures, will be available through www.ir.avnet.com. Please log onto the site 15 minutes prior to the start of the event to register or download any necessary software. An archive copy of the presentation will also be available after the Webcast.

For a listing of Avnet’s upcoming events and other information, please visit Avnet’s investor relations website at www.ir.avnet.com.

About Avnet

Avnet, Inc. (NYSE:AVT), a Fortune 500 Company, is one of the largest distributors of electronic components, computer products and embedded technology serving customers in more than 70 countries worldwide. Avnet accelerates its partners’ success by connecting the world’s leading technology suppliers with a broad base of more than 100,000 customers by providing cost-effective, value-added services and solutions. For the fiscal year ended July 3, 2010, Avnet generated revenue of $19.16 billion. For more information, visit www.avnet.com. (AVT_IR)

Investor Relations Contact:

Avnet, Inc.
Vincent Keenan
Investor Relations
(480) 643-7053
investorrelations@avnet.com

AVNET, INC.
FINANCIAL HIGHLIGHTS
(MILLIONS EXCEPT PER SHARE DATA)

		THIRD QUARTERS ENDED
		APRIL 2,				APRIL 3,
		2011 *				2010 *
Sales		$	6,672.4			$	4,756.8
Income before income taxes			213.2				156.6
Net income			151.0				114.5
Net income per share:
Basic		$	0.99			$	0.75
Diluted		$	0.98			$	0.75

		NINE MONTHS ENDED
		APRIL 2,				APRIL 3,
		2011 *				2010 *
Sales		$	19,622.3			$	13,946.3
Income before income taxes			621.0				384.9
Net income			430.2				269.3
Net income per share:
Basic		$	2.82			$	1.78
Diluted		$	2.79			$	1.76

AVNET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS EXCEPT PER SHARE DATA)

		THIRD QUARTERS ENDED								NINE MONTHS ENDED
		APRIL 2,				APRIL 3,				APRIL 2,				APRIL 3,
		2011 *				2010 *				2011 *				2010 *
Sales		$	6,672,404			$	4,756,786			$	19,622,287			$	13,946,346
Cost of sales			5,885,789				4,173,999				17,339,333				12,311,931
Gross profit			786,615				582,787				2,282,954				1,634,415
Selling, general and administrative expenses			529,605				408,220				1,546,701				1,190,489
Restructuring, integration and other charges (Note 1 *)			16,273				7,347				73,452				25,419
Operating income			240,737				167,220				662,801				418,507
Other income, net			2,289				1,499				5,268				3,581
Interest expense			(23,557	)			(15,327	)			(69,830	)			(45,925	)
Gain on sale of assets (Note 2 *)			—				3,202				—				8,751
Gain on bargain purchase and other (Note 3 *)			(6,308	)			—				22,715				—
Income before income taxes			213,161				156,594				620,954				384,914
Income tax provision			62,130				42,089				190,715				115,663
Net income		$	151,031			$	114,505			$	430,239			$	269,251
Net earnings per share:
Basic		$	0.99			$	0.75			$	2.82			$	1.78
Diluted		$	0.98			$	0.75			$	2.79			$	1.76
Shares used to compute earnings per share:
Basic			152,859				151,890				152,333				151,519
Diluted			154,611				153,215				154,172				152,932

AVNET, INC.
CONSOLIDATED BALANCE SHEETS
(THOUSANDS)

		APRIL 2,				JULY 3,
		2011				2010
Assets:
Current assets:
Cash and cash equivalents		$	781,749			$	1,092,102
Receivables, net			4,706,561				3,574,541
Inventories			2,514,163				1,812,766
Prepaid and other current assets			213,266				150,759
Total current assets			8,215,739				6,630,168
Property, plant and equipment, net			395,558				302,583
Goodwill			908,275				566,309
Other assets			320,405				283,322
Total assets			9,839,977				7,782,382
Less liabilities:
Current liabilities:
Borrowings due within one year			632,435				36,549
Accounts payable			3,412,849				2,862,290
Accrued expenses and other			679,733				540,776
Total current liabilities			4,725,017				3,439,615
Long-term debt			1,250,516				1,243,681
Other long-term liabilities			129,970				89,969
Total liabilities			6,105,503				4,773,265
Shareholders’ equity		$	3,734,474			$	3,009,117

AVNET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS)

		NINE MONTHS ENDED
		APRIL 2,				APRIL 3,
		2011				2010
Cash flows from operating activities:
Net income		$	430,239			$	269,251
Non-cash and other reconciling items:
Depreciation and amortization			59,100				46,084
Deferred income taxes			(12,284	)			35,234
Stock-based compensation			25,015				24,007
Gain on sale of assets			—				(8,751	)
Gain on bargain purchase and other			(22,715	)			—
Other, net			45,348				11,793
Changes in (net of effects from businesses acquired):
Receivables			(391,624	)			(732,466	)
Inventories			(262,696	)			(356,434	)
Accounts payable			45,038				583,878
Accrued expenses and other, net			81,209				(27,305	)
Net cash flows used for operating activities			(3,370	)			(154,709	)
Cash flows from financing activities:
Borrowings under accounts receivable securitization program, net			485,000				—
Repayment of notes			(109,600	)			—
Proceeds from bank debt, net			42,238				14,909
Proceeds from (repayment of) other debt, net			13,572				(1,440	)
Other, net			3,231				3,998
Net cash flows provided by financing activities			434,441				17,467
Cash flows from investing activities:
Purchases of property, plant, and equipment			(105,221	)			(42,905	)
Cash proceeds from sales of property, plant and
equipment			2,356				6,334
Acquisitions of operations, net of cash acquired			(690,997	)			(36,361	)
Cash proceeds from divestitures			10,458				11,785
Net cash flows used for investing activities			(783,404	)			(61,147	)
Effect of exchange rates on cash and cash equivalents			41,980				9,042
Cash and cash equivalents:
— decrease			(310,353	)			(189,347	)
— at beginning of period			1,092,102				943,921
— at end of period		$	781,749			$	754,574

AVNET, INC.
SEGMENT INFORMATION
(MILLIONS)

		THIRD QUARTERS ENDED								NINE MONTHS ENDED
		APRIL 2,				APRIL 3,				APRIL 2,				APRIL 3,
		2011				2010				2011				2010
SALES:
Electronics Marketing		$	3,925.2			$	2,886.6			$	11,104.5			$	7,841.8
Technology Solutions			2,747.2				1,870.2				8,517.8				6,104.5
Consolidated		$	6,672.4			$	4,756.8			$	19,622.3			$	13,946.3
OPERATING INCOME (LOSS):
Electronics Marketing		$	224.8			$	144.2			$	600.3			$	317.8
Technology Solutions			57.3				49.9				219.2				189.5
Corporate			(25.1	)			(19.5	)			(83.2	)			(63.4	)
		$	257.0			$	174.6			$	736.3			$	443.9
Restructuring, integration and other charges			(16.3	)			(7.4	)			(73.5	)			(25.4	)
Consolidated		$	240.7			$	167.2			$	662.8			$	418.5

AVNET, INC.
NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
THIRD QUARTER AND FIRST NINE MONTHS OF FISCAL 2011

(1) The results for the third quarter of fiscal 2011 included restructuring, integration and other charges which totaled $16,273,000 pre-tax, $11,887,000 after tax and $0.08 per share on a diluted basis and were incurred primarily in connection with the acquisitions and integrations of acquired businesses. The charges included restructuring charges consisting of severance of $4,427,000 pre-tax and facility exit related costs, fixed asset write downs and related costs of $3,293,000 pre-tax which were incurred primarily as a result of the integration activities associated with the acquisitions. Integration costs of $7,969,000 pre-tax included professional fees associated with legal and IT consulting, facility moving costs, travel, meeting, marketing and communication costs that were incrementally incurred as a result of the integration activity. Also included in integration costs are incremental salary and associated employee benefit costs, primarily of the acquired businesses’ personnel who were retained by Avnet for extended periods following the close of the acquisitions solely to assist in the integration of the acquired business’ IT systems and administrative and logistics operations into those of Avnet. These identified personnel have no other meaningful day-to-day operational responsibilities outside of the integration effort. Transaction costs of $3,529,000 pre-tax consisted primarily of broker fees, professional fees for legal and accounting due diligence and related costs. The Company recorded other charges of $902,000 pre-tax and a reversal of $3,847,000 pre-tax primarily related to the release of liabilities associated with a prior acquisition and to adjust restructuring reserves established in prior years which were no longer needed.

Results for the first nine months of fiscal 2011 included restructuring, integration and other charges which totaled $73,452,000 pre-tax, $52,876,000 after tax and $0.34 per share on a diluted basis and consisted of $23,361,000 pre-tax for severance, $16,259,000 pre-tax for facilities related costs, fixed asset write downs and related costs, $24,066,000 pre-tax for integration costs, $15,597,000 pre-tax for transactions costs associated with acquisitions and $1,848,000 pre-tax for other charges as well as a reversal of $7,679,000 pre-tax primarily related to the release of liabilities associated with a prior acquisition and to adjust reserves related to prior year restructuring activity that were no longer needed.

The results for third quarter of fiscal 2010 included restructuring, integration and other charges which totaled $7,347,000 pre-tax, $5,587,000 after tax and $0.04 per share on a diluted basis and consisted of $6,477,000 pre-tax for a value-added tax exposure in Europe related to an audit of prior years, $2,157,000 pre-tax for acquisition-related costs and a credit of $1,287,000 pre-tax related to the reversal of previously recognized restructuring reserves which were determined to be no longer necessary.

The results for the first nine months of fiscal 2010 included restructuring, integration and other charges which totaled $25,419,000 pre-tax, $18,789,000 after tax and $0.12 per share on a diluted basis. Restructuring costs of $15,991,000 pre-tax related to the remaining cost reductions that began in fiscal 2009 and consisted of severance, facility exit costs and fixed asset write-downs associated with the exited facilities. The Company also recognized $2,931,000 of integration costs associated with acquired businesses, $6,477,000 pre-tax for the value-added tax exposure previously mentioned, $3,261,000 of other charges including acquisition-related costs and a credit of $3,241,000 related to the reversal of restructuring reserves established in prior periods.

(2) The Company recognized a gain on the sale of assets amounting to $3,202,000 pre-tax, $1,987,000 after tax and $0.01 per share on a diluted basis during the third quarter of fiscal 2010 and $8,751,000 pre-tax, $5,370,000 after tax and $0.03 per share on a diluted basis during the first nine months of fiscal 2010 as a result of certain earn-out provisions associated with the sale of the Company’s prior equity investment in Calence LLC.

(3) During the third quarter of fiscal 2011, the Company recognized a loss of $6,308,000 pre-tax, $3,857,000 after tax and $0.02 per share on a diluted basis related to the write down of investments in smaller technology start-up companies.

During the first nine months of fiscal 2011, the Company recognized a gain on bargain purchase and other of $22,715,000 pre-tax, $25,720,000 after tax and $0.17 per share on a diluted basis. During the first quarter of fiscal 2011, the Company acquired Unidux, Inc., a Japanese publicly traded electronics component distributor, through a tender offer. Even though the purchase price per share offered by Avnet, Inc. was below book value, it represented a premium to the trading levels at that time and 95% of the Unidux shareholders tendered their shares. After evaluating all assets acquired and liabilities assumed, the consideration paid was below the fair value of the acquired net assets and, as a result, the Company recognized a gain on bargain purchase of $30,990,000 pre- and after tax, and $0.20 per share on a diluted basis. The Company also recognized other charges of $1,967,000 pre-tax, $1,413,000 after tax and $0.01 per share on a diluted basis primarily related to the write down of two buildings in EMEA. As mentioned above, the Company recognized a loss on investments of $6,308,000 pre-tax.

Exhibit 99.2

CFO Review of Fiscal 2011 Third Quarter Results

Revenue

						Year-over-Year Growth Rates
		Q3 FY11				Reported				Pro forma
		Revenue				Revenue(1)				Revenue(2)
		($ in millions)
Avnet, Inc		$	6,672.4				40.3	%			16.2	%
Excluding FX (1)							39.5	%			15.5	%
Electronics Marketing Total		$	3,925.2				36.0	%			18.3	%
Excluding FX (1)							35.6	%			18.0	%
Americas		$	1,316.2				46.7	%			11.3	%
EMEA		$	1,328.5				30.3	%			—
Excluding FX (1)							30.5	%			—
Asia		$	1,280.5				32.1	%			14.8	%
Technology Solutions Total		$	2,747.2				46.9	%			13.2	%
Excluding FX (1)							45.4	%			12.1	%
Americas		$	1,506.6				38.9	%			20.4	%
EMEA		$	847.0				59.5	%			-2.9	%
Excluding FX (1)							57.8	%			-3.9	%
Asia		$	393.6				54.8	%			30.0	%

•

Avnet, Inc. sales of $6.7 billion, increased 40% year over year (39% excluding the impact of changes in foreign currency exchange rates — “constant dollars”), representing the sixth consecutive quarter of double-digit, year-over-year growth.

•

On a sequential basis, sales decreased 1.4% (1.8% in constant dollars); better than the typical seasonal decline of down 4% to 7%.

•

Year-over-year pro forma sales increased 16% (15% in constant dollars), representing the fifth consecutive quarter of double-digit, year-over-year growth in pro forma sales.

•

Electronics Marketing (EM) achieved record quarterly revenue of $3.93 billion, a year-over-year increase of 36% in both reported and constant dollars, representing the sixth consecutive quarter of double-digit, year-over-year growth.

•

Pro forma year-over-year revenue growth was 18% and was strongest in the EMEA region due to high demand in the industrial and automotive markets.

•

Pro forma revenue increased 10% sequentially which was above the typical seasonal increase of 4% to 7% with all regions contributing.

•

The book to bill ratio was above 1:1 at the end of the quarter, representing the eighth consecutive quarter at parity or better.

•

Technology Solutions (TS) revenue grew 47% year over year (45% in constant dollars) to $2.7 billion.

•

Pro forma revenue grew 13% year over year (12% in constant dollars) driven by significant growth in Asia and the Americas.

•

Pro forma revenue declined 12% sequentially in both reported and constant dollars; better than the typical seasonal decline of 16% to 20% driven by increased sales of servers and storage.

Avnet, Inc. Gross Profit

		Three Months Ended
		April 2,				April 3,
		2011				2010				Change
		($ in millions)
Gross Profit		$	786.6			$	582.8			$	203.8
Gross Profit Margin			11.79	%			12.25	%		-46		bps

•

Gross profit dollars were $787 million, up 35% year over year and 2% sequentially.

•

Gross profit margin of 11.8% increased 36 basis points sequentially driven by a larger mix of products from the higher margin EM business which is typical following the seasonally strong December quarter for TS. Gross profit margin declined 46 basis points year over year primarily due to the impact of the lower gross profit margin product mix of businesses acquired.

•

EM gross profit margin increased 22 basis points sequentially and declined 10 basis points year over year. This is the second quarter in a row that EM continued to strengthen the gross profit margin in its core components business. The year-over-year decline is primarily due to the addition of the relatively lower gross profit margin but higher working capital velocity embedded business acquired from Bell Micro and the embedded business transferred from TS at the beginning of this fiscal year. Excluding the impact of the embedded businesses, gross profit margin in the EM core components business increased approximately 30 basis points year over year.

•

TS gross profit margin was down 17 basis points sequentially and 78 basis points year over year. The sequential decline was driven primarily by the impact of New ProSys Corp. (“ProSys”), which was divested at the beginning of the quarter, and product mix. Excluding ProSys, TS gross profit margin was down 6 basis points. The year-over-year decline was primarily due to the impact of the acquisition of Bell Micro, which had a higher mix of lower gross profit margin but higher working capital velocity products.

Avnet, Inc. Operating Expenses

		Three Months Ended
		April 2,				April 3,
		2011				2010				Change
		($ in millions)
Selling, General and Administrative Expenses		$	529.6			$	408.2			$	121.4
Selling, General and Administrative Expenses as % of Gross Profit			67.33	%			70.05	%		-272		bps
Selling, General and Administrative Expenses as % of Sales			7.94	%			8.58	%		-64		bps

•

Selling, general and administrative expenses (“SG&A expenses”) were $530 million, up 30% year over year and up 9% in constant dollars.

•

The $121 million year-over-year increase in SG&A expenses consisted of approximately $74 million of additional expense associated with acquired businesses, $44 million to support higher revenue, and $3 million due to the translation impact of changes in foreign currency exchange rates.

•

SG&A expenses as a percentage of gross profit improved by 272 basis points over the prior year third quarter and declined 53 basis points sequentially.

•

This year-over-year improvement reflects the significant leverage in the business model as management continues to optimize productivity and becomes increasingly more efficient.

•

For EM, SG&A expenses as a percentage of gross profit improved 351 basis points sequentially to the lowest level in over a decade.

Operating Income

		April 2,				April 3,
		2011				2010				Change
		($ in millions)
GAAP Operating Income		$	240.7			$	167.2			$	73.5
GAAP Operating Income Margin			3.61	%			3.52	%		9		bps
Adjusted Operating Income (1)		$	257.0			$	174.6			$	82.4
Adjusted Operating Income Margin (1)			3.85	%			3.67	%		18		bps
Electronics Marketing
Operating Income		$	224.8			$	144.2			$	80.6
Operating Income Margin			5.73	%			5.00	%		73		bps
Technology Solutions
Operating Income		$	57.3			$	49.9			$	7.4
Operating Income Margin			2.09	%			2.67	%		-58		bps

•

Adjusted enterprise operating income of $257 million was up 47% as compared with the year ago quarter and roughly flat sequentially.

•

EM’s operating income increased 56% over the prior year third quarter and 23% sequentially due to an increase in sales and the associated gross profit dollars, improvement in gross profit margin and continued effective expense management.

•

TS operating income increased 15% year over year due primarily to the impact of acquisitions. The sequential decline of 46% was primarily driven by the typical seasonal decline in revenue and a higher mix of lower margin but higher working capital velocity products.

•

Adjusted operating income margin at the enterprise level of 3.85% was up 18 basis points over the prior year quarter and 6 basis points sequentially and represents the fifth consecutive quarter of year-over- year improvement.

•

The year-over-year increase in margin is attributable to operating leverage on the increase in sales due to continued effective expense management and firming gross profit margins in the EM core component business, somewhat offset by the impact of acquisitions with lower gross profit margin profiles.

•

EM operating income margin increased 73 basis points year over year and 57 basis points sequentially to 5.73%. The improvement was driven primarily by the operating leverage in the Western regions, particularly EMEA.

•

TS operating income margin decreased 58 basis points year over year and 119 basis points sequentially. The year-over-year decrease was due primarily to the impact of the acquisition of Bell Micro, which had a higher mix of lower margin but higher working capital velocity products. The sequential decrease was worse than seasonal due primarily to product mix and, to a lesser extent, the impact of ProSys which was divested at the beginning of the quarter. The TS operating income margin is expected to improve as additional synergies are realized and value-based management principles are applied.

Avnet, Inc. Interest Expense, Other Income and Income Taxes

		Three Months Ended
		April 2,				April 3,
		2011				2010				Change
		($ in millions)
Interest Expense		$	(23.6	)		$	(15.3	)		$	(8.2	)
Other Income		$	2.3			$	1.5			$	0.8
GAAP Income Taxes		$	62.1			$	42.1			$	20.0
Adjusted Income Taxes (1)		$	66.0			$	44.9			$	21.1
GAAP Effective Tax Rate			29.2	%			26.9	%		227		bps
Adjusted Effective Tax Rate (1)			28.0	%			28.0	%		4		bps

(1)

A reconciliation of GAAP to non-GAAP financial measures is presented in the Non-GAAP Financial Information section at the end of this document.

•

Interest expense for the March 2011 quarter was $24 million, up $8.2 million over the prior year quarter primarily due to the increase in debt used to fund the acquisitions of businesses and the increase in working capital to support the significant growth in sales.

Avnet, Inc. Net Income

		Three Months Ended
		April 2,				April 3,
		2011				2010				Change
		($ in millions, except per share data)
GAAP Net Income		$	151.0			$	114.5			$	36.5
Adjusted Net Income (1)		$	169.7			$	115.8			$	53.9
GAAP Diluted EPS		$	0.98			$	0.75			$	0.23
Adjusted Diluted EPS (1)		$	1.10			$	0.76			$	0.34

•

Adjusted net income for the quarter was $170 million, or $1.10 per share on a diluted basis, an increase in adjusted net income of 47% year over year.

•

GAAP net income includes $22.6 million pre-tax, $18.7 million after tax and $0.12 per share on a diluted basis for restructuring, integration and other items (see Non-GAAP Financial Information).

•

This is the fourth consecutive quarter of record adjusted earnings per share.

Avnet, Inc. Balance Sheet Returns

		Three Months Ended
		April 2,				April 3,				Net
		2011				2010				Change
Return on Working Capital (ROWC) (1)			26.45	%			27.04	%		-59		bps
Return on Capital Employed (ROCE) (1)			14.90	%			14.97	%		-7		bps
Working Capital Velocity (1)			6.87				7.37				-0.50

•

Return on working capital (ROWC) for the quarter was 26.5%, a decrease of 59 basis points year over year and 129 basis points sequentially.

•

The year-over-year decline is primarily due to the impact of acquisitions as the full benefits from expected synergies and the application of value-based management principles have not yet been realized.

•

This sequential decline is primarily attributable to the typical seasonal decline in revenue for TS.

•

Although return on capital employed (ROCE) for the quarter of 14.9% was down slightly over the year ago quarter, it continued to be within our stated target range of 14% to 16% for the sixth consecutive quarter despite the short-term impact of significant acquisitions for which the full benefits have not yet been realized.

•

ROCE declined 79 basis points sequentially primarily due to the impact of the typical seasonal decline experienced by TS.

•

Working capital (receivables plus inventory less accounts payable) was up only 1% sequentially on a pro forma basis in constant dollars, despite strong growth in the higher working capital intensive EM business.

•

Working capital velocity declined 0.50 when compared with the year ago quarter and 0.44 sequentially to 6.87, remaining above pre-recession levels even as we return to a more normalized level of demand.

•

Prior year quarter compares were elevated due to product shortages and extended lead times as the industry worked to replenish supply during the recovery.

•

The sequential decline was due to a change in business mix as the higher working capital velocity TS business comes off of its seasonally strong December quarter.

•

Cash generated from operations was $188 million for the quarter and $121 million for the last four quarters driven by strong profits and effective working capital management.

•

Cash and cash equivalents at the end of the quarter was $782 million; net debt (total debt less cash and cash equivalents) was $1.1 billion.

Risk Factors

The discussion of Avnet’s business and operations should be read together with the risk factors contained in Item 1A of its 2010 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, 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 business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also discloses in this document certain non-GAAP financial information including adjusted operating income, adjusted net income and adjusted diluted earnings per share, as well as revenue adjusted for the impact of acquisitions and other items (as defined in the Pro Forma (Organic) Revenue section of this release). Management believes pro forma revenue is a useful measure for evaluating current period performance as compared with prior periods and for understanding underlying trends.

Management believes that operating income adjusted for restructuring, integration and other items is a useful measure to help investors better assess and understand the Company’s operating performance, especially when comparing results with previous periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Avnet’s normal operating results. Management analyzes operating income without the impact of these items as an indicator of ongoing margin performance and underlying trends in the business. Management also uses these non-GAAP measures to establish operational goals and, in some cases, for measuring performance for compensation purposes.

Management believes net income and EPS adjusted for the impact of the items described above is useful to investors because it provides a measure of the Company’s net profitability on a more comparable basis to historical periods and provides a more meaningful basis for forecasting future performance. Additionally, because of management’s focus on generating shareholder value, of which net profitability is a primary driver, management believes net income and EPS excluding the impact of these items provides an important measure of the Company’s net results of operations for the investing public.

Other metrics management monitors in its assessment of business performance include return on working capital (ROWC), return on capital employed (ROCE) and working capital velocity.

•

ROWC is defined as annualized operating income, excluding restructuring, integration and other items, divided by the sum of the monthly average balances of receivables and inventory less accounts payable.

•

Working capital velocity (“WC velocity”) is defined as annualized sales divided by the sum of the monthly average balances of accounts receivable and inventory less accounts payable.

•

ROCE is defined as annualized tax affected operating income, excluding restructuring, integration and other items, divided by the monthly average balances of interest-bearing debt and equity less cash and cash equivalents (“average capital”).

However, analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

Third Quarter Fiscal 2011

		Third Quarter Ended Fiscal 2011
														Diluted
		Op Income				Pre-tax				Net Income				EPS
		$ in thousands, except per share data
GAAP results		$	240,737			$	213,161			$	151,031			$	0.98
Restructuring, integration and other charges			16,273				16,273				11,887				0.08
Loss on investments			—				6,308				3,857				0.02
Income tax adjustments			—				—				2,959				0.02
Total adjustments			16,273				22,581				18,703				0.12
Adjusted results		$	257,010			$	235,742			$	169,734			$	1.10

Items impacting the third quarter of fiscal 2011 consisted of the following:

•

Restructuring, integration and other charges of $16.3 million pre-tax which were incurred primarily in connection with the acquisition and integration of acquired businesses and consisted of $4.4 million pre-tax for severance, $3.3 million pre-tax for facility exit related costs, fixed asset write downs and other related charges, $8.0 million pre-tax for integration-related costs, $3.5 million pre-tax for transaction costs associated with acquisitions, $0.9 million pre-tax for other charges, and a reversal of $3.8 million pre-tax to release liabilities associated with a prior acquisition and to adjust prior year restructuring reserves no longer needed;

•

Loss on investments of $6.3 million pre-tax related to the write down of investments in smaller technology start-up companies; and

•

Income tax adjustments of $3.0 million primarily related to uncertainty surrounding deferred tax assets, additional transfer pricing exposure and audit settlements.

Third Quarter Fiscal 2010

		Third Quarter Ended Fiscal 2010
														Diluted
		Op Income				Pre-tax				Net Income				EPS
		$ in thousands, except per share data
GAAP results		$	167,220			$	156,594			$	114,505			$	0.75
Restructuring, integration and other charges			7,347				7,347				5,587				0.04
Gain on sale of assets			—				(3,202	)			(1,987	)			(0.01	)
Net tax benefit			—				—				(2,303	)			(0.02	)
Total adjustments			7,347				4,145				1,297				0.01
Adjusted results		$	174,567			$	160,739			$	115,802				0.76

Items impacting third quarter of fiscal 2010 consisted of the following:

•

Restructuring, integration and other charges of $7.3 million pre-tax which included (i) $6.5 million pre-tax for a value-added tax exposure in Europe related to an audit of prior years, (ii) $2.1 million pre-tax related to acquisition-related costs, and (iii) a credit of $1.3 million pre-tax related to reversals of restructuring reserves no longer deemed necessary.

•

A gain on the sale of assets of $3.2 million pre-tax as a result of a final earn-out payment associated with the earlier sale of the Company’s equity investment in Calence LLC.

•

A net tax benefit of $2.3 million related to adjustments for a prior year tax return and a benefit from a favorable income tax audit settlement partially offset by additional tax reserves for existing tax positions.

Pro Forma (Organic) Revenue

Pro forma or Organic revenue is defined as reported revenue adjusted for (i) the impact of acquisitions by adjusting Avnet’s prior periods to include the sales of businesses acquired as if the acquisitions had occurred at the beginning of fiscal 2010; (ii) the impact of a divestiture by adjusting Avnet’s prior periods to exclude the sales of the business divested as if the divestiture had occurred at the beginning of the period presented; (iii) the impact of the extra week of sales in the prior year first quarter due to the “52/53 week” fiscal year; and (iv) the impact of the transfer of the existing embedded business from TS Americas to EM Americas that occurred in the first quarter of fiscal 2011, which did not have an impact to Avnet on a consolidated basis but did impact the pro forma sales for the groups by $97 million in the third quarter of fiscal 2010. Sales taking into account the combination of these adjustments is referred to as “pro forma sales” or “organic sales”.

Revenue adjusted for this impact is presented in the following table:

						Acquisition /
		Revenue				Divested				Extra Week				Pro forma
		as Reported				Revenue				in Q1 FY10				Revenue
		(in thousands)
Q1 Fiscal 2011		$	6,182,388			$	(41,261	)		$	—			$	6,141,127
Q2 Fiscal 2011		$	6,767,495			$	(102,385	)		$	—			$	6,665,110
Q3 Fiscal 2011		$	6,672,404							$	—			$	6,672,404
Fiscal year 2011		$	19,622,287			$	(143,646	)		$	—			$	19,478,641
Q1 Fiscal 2010		$	4,355,036			$	884,224			$	(417,780	)		$	4,821,480
Q2 Fiscal 2010			4,834,524				1,043,732				—				5,878,256
Q3 Fiscal 2010			4,756,786				987,295				—				5,744,081
Q4 Fiscal 2010			5,213,826				878,290				—				6,092,116
Fiscal year 2010		$	19,160,172			$	3,793,541			$	(417,780	)		$	22,535,933