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Form 8-K

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

Date of Report (Date of earliest event reported) October 25, 2012

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)

(480) 643-2000

(Registrant’s telephone number, including area code.)

N/A

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

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 25, 2012, Avnet, Inc. issued a press release announcing its first quarter results of operations for fiscal 2013. 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 2013 First Quarter Results as Exhibit 99.2 and incorporated by reference herein.

The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall they 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 October 25, 2012.

99.2		CFO Review of Fiscal 2013 First Quarter Results.

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: October 25, 2012	AVNET, INC.
	Registrant

	By:	/s/ Raymond Sadowski
		Name: Raymond Sadowski
		Title: Senior Vice President and Chief Financial Officer

Press Release

Exhibit 99.1

LOGO

Avnet, Inc.

2211 South 47th Street

Phoenix, AZ 85034

PRESS RELEASE

Avnet, Inc. Reports First Quarter Fiscal Year 2013 Results

Phoenix, October 25, 2012 - Avnet, Inc. (NYSE:AVT) today announced results for the first quarter fiscal year 2013 ended September 29, 2012.

Q1 Fiscal 2013 Results


	FIRST QUARTERS ENDED
	September 29, 2012		October 1, 2011		Change
	$ in millions, except for per share data
Sales	$	5,870.1	$	6,426.0		-8.7	%

GAAP Operating Income		100.0		223.1		-55.2	%
Adjusted Operating Income (1)		137.4		223.1		-38.4	%

GAAP Net Income		100.3		139.0		-27.9	%
Adjusted Net Income (1)		83.9		139.0		-39.6	%

GAAP Diluted EPS Basic	$	0.70	$	0.90		-22.2	%
Adjusted Diluted EPS (1)	$	0.59	$	0.90		-34.4	%

⁽¹⁾	A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the Non-GAAP Financial Information section in this press release.

•

Sales for the quarter ended September 29, 2012 decreased 8.7% year over year to $5.87 billion; pro forma revenue declined 11.3% year over year and 8.4% in constant currency

•

Adjusted operating income of $137.4 million declined 38.4% year over year and adjusted operating income margin of 2.3% declined 113 basis points

•

Adjusted diluted earnings per share of $0.59 declined 34.4% year over year, primarily due to lower than anticipated revenue, most notably at Technology Solution (TS), weaker than expected gross profit margin in the western regions at Electronics Marketing (EM) and a greater than expected geographic mix shift at EM where better than expected sales in the lower-margin Asia region were more than offset by weaker sales in the higher-margin Americas region

Rick Hamada, Chief Executive Officer, commented, “Our Q1 results represent a disappointing setback in our short-term performance expectations. Key segments of our served markets slowed during the quarter beyond our initial expectations, leading to a dramatic impact on our bottom line results as our revenues in the higher-margin western regions declined double-digit percentages year over year. Our Americas region, where pro forma sales declined 14% both sequentially and year over year, came in below expectations at both operating groups. Our EMEA region experienced a fifth consecutive quarter of year-over-year revenue decline as pro forma revenues in

constant dollars were down 6% and 8%, respectively, on a sequential and year-over-year basis. The negative operating leverage resulting from lower sales and the accompanying loss of gross profit dollars in the western regions had a significant impact on our bottom line as adjusted operating income declined nearly $86 million from the year ago quarter and adjusted EPS was down 34%. In response to these developments, coupled with the previously announced activities initiated in response to our fourth quarter fiscal 2012 results, we have now completed $90 million of cost reductions that will positively impact the December 2012 quarter. As is characteristic of our counter-cyclical balance sheet, where we tend to generate positive cash flow in a low or negative growth environment, we generated cash from operations for the fourth consecutive quarter bringing the total for the trailing twelve months to $814 million. While there are still many factors that could impact future demand trends, our top priority will be to restore our operating margins. To this end, we are in the process of identifying additional cost reduction actions that will impact future quarters.”

Avnet Electronics Marketing Results


				Year-over-Year Growth Rates
	Q1 FY13 Revenue			Reported Revenue			Pro Forma Revenue
	(in millions)
EM Total	$	3,653.2			-4.3	%		-8.0	%
Excluding FX (1)					-0.9	%		-4.8	%
Americas	$	1,287.8			-6.9	%		-10.9	%
EMEA	$	958.5			-14.7	%		-15.7	%
Excluding FX (1)					-3.8	%		-4.9	%
Asia	$	1,406.9			7.5	%		1.1	%

	Q1 FY13			Q1 FY12			Change
Operating Income	$	146.3		$	191.2			-23.5	%
Operating Income Margin		4.0	%		5.0	%		-101	bps

(1)	Year-over-year revenue growth rate excluding the impact of changes in foreign currency exchange rates.

•

Reported revenue decreased 4.3% year over year to $3.65 billion; pro forma revenue declined 8.0% year over year and 4.8% in constant dollars

•

Operating income margin decreased 101 basis points year over year to 4.0% due primarily to negative operating leverage resulting from lower revenue in the Americas region

•

Working capital (defined as receivables plus inventory less accounts payables) increased 7% sequentially and 2% after adjusting for acquisitions and changes in foreign currency exchange rates, primarily due to a reduction in accounts payable as we reduced inventory purchases

•

Return on working capital (ROWC) was down 427 basis points year over year due primarily to lower operating income

Mr. Hamada added, “EM sales were at the low end of normal seasonality for the third consecutive quarter as pro forma revenue declined 3% sequentially in constant dollars as compared with a typical range of up 1% to down 3%. While the Americas region came in below expectations with pro forma sales down over 10% sequentially, EMEA was down 7% in constant currency and Asia, which was a bit stronger than expected, grew 8% sequentially. The lower revenue levels in the higher-gross profit margin western regions drove operating income down 24% year over year and operating income margin down 101 basis points to 4.0%. EM’s book to bill ratio declined throughout the September quarter as customers remained very cautious with placing orders given an environment of limited visibility and relatively stable lead times. With another quarter of less than seasonal growth expected in the December quarter, we will continue to adjust our resources in the parts of the portfolio most impacted by the slowing demand as the technology supply chain continues to be influenced by the macroeconomic uncertainties leading to an environment of caution in our industrial end markets.”

Avnet Technology Solutions Results


				Year-over-Year Growth Rates
	Q1 FY13 Revenue			Reported Revenue			Pro Forma Revenue (2)
	(in millions)
TS Total	$	2,216.9			-15.1	%		-16.3	%
Excluding FX (1)					-12.6	%		-13.9	%
Americas	$	1,164.6			-16.1	%		-18.2	%
EMEA	$	635.5			-18.4	%		-19.0	%
Excluding FX (1)					-11.0	%		-11.7	%
Asia	$	416.8			-5.9	%		—

	Q1 FY13			Q1 FY12			Change
Operating Income	$	34.4		$	65.0			-47.1	%
Operating Income Margin		1.6	%		2.5	%		-94	bps

(1)	Year-over-year revenue growth rate excluding the impact of changes in foreign currency exchange rates.

(2)	No pro forma growth rate is presented as there were no acquisitions impacting the region.

•

Reported revenue declined 15.1% year over year to $2.2 billion and pro forma revenue decreased 16.3% in reported dollars and 13.9% in constant dollars

•

On a product level, networking, servers and computing components declined double-digits year over year

•

Operating income margin decreased 94 basis points year over year to 1.6% primarily due to the significant revenue decline in the Americas region

•

Return on working capital (ROWC) decreased 1,338 basis points year over year primarily due to lower operating income

Mr. Hamada further added, “Similar to the June quarter, TS experienced weaker than expected transaction activity towards the end of September as some customers opted to delay IT projects that were specifically targeted for closure. The revenue shortfall was most pronounced in our Americas region where organic growth declined approximately 18% both sequentially and year over year. Weakness persisted in the EMEA region as year-over-year organic growth in constant currency declined double-digits for the third consecutive quarter while Asia was down 6% from the year ago quarter. While gross profit margin held steady with the prior year quarter, the loss of gross profit dollars due to the decline in sales had a significant impact as operating income dollars and margin declined 47% and 94 basis points, respectively. While we have completed expense reductions that will positively impact the December quarter, we are in the process of identifying additional expense actions that will drive year-over-year improvements in operating income margin beyond the December quarter.”

Cash Flow/Buyback

•

Cash generated from operations was $81 million for the quarter as cash generated from profits more than offset the growth in working capital, which was due primarily to cash used for accounts payables in excess of cash generated from receivables and inventory

•

Cash generated from operations on a rolling four quarter basis was $814 million due to the combination of meaningful profits and a reduction in working capital related to the counter-cyclical nature of the Company’s balance sheet

•

During the quarter, 4.17 million shares were repurchased under the $750 million share repurchase program for an aggregate cost of $130.7 million. Since the program began in August 2011 through the end of the first quarter of fiscal 2013, 15.44 million shares have been repurchased for an aggregate cost of $456.6 million

•

Cash and cash equivalents at the end of the quarter was $1.04 billion; net debt (total debt less cash and cash equivalents) was $1.31 billion

Ray Sadowski, Chief Financial Officer, stated, “The multi-quarter trend of below seasonal sales growth and our counter-cyclical balance sheet combined with solid profits resulted in significant cash flow from operations over the past year. This allowed us to take advantage of a lower stock price and acquire a significant number of shares under our stock repurchase plan without impacting our strong balance sheet and financial flexibility. We also renewed our accounts receivable securitization program with improved terms and increased credit availability. As a result, we closed the September quarter with over a $1 billion of cash on our balance sheet and another $832 million of available credit from our short term borrowing facilities. With this strong liquidity position, we are well positioned to weather the current market conditions and possess the financial flexibility to invest in profitable growth opportunities when markets improve.”

Outlook For 2nd Quarter of Fiscal 2013 Ending on December 29, 2012

•

EM sales are expected to be in the range of $3.35 billion to $3.65 billion and TS sales are expected to be between $2.60 billion and $3.00 billion

•

After adjusting for acquisitions and changes in foreign currency exchange rates, the midpoint of the above guidance for EM and TS revenue would represent sequential growth of approximately -6% and +17%, respectively

•

Consolidated sales are forecasted to be between $5.95 billion and $6.65 billion

•

Adjusted diluted earnings per share (“EPS”) is expected to be in the range of $0.79 to $0.89 per share

•

The EPS guidance assumes 139.7 million average diluted shares outstanding used to determine earnings per share and a tax rate of 27% to 31%

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 second quarter of fiscal 2013 is $1.29 to €1.00. This compares with an average exchange rate of $1.35 to €1.00 in the second quarter of fiscal 2012 and $1.25 to €1.00 in the first quarter of fiscal 2013.

Forward-Looking Statements

This document 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,” “estimate,” “forecast,” “expect,” “believe,” 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.

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, allocations of products 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. Except as required by law, 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 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 document). 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 (WC 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.

•

ROCE is defined as annualized, tax effected operating income, excluding restructuring, integration and other items, divided by the monthly average balances of interest-bearing debt and equity (including the impact of restructuring, integration, impairment charges and other items) less cash and cash equivalents.

•

WC velocity is defined as annualized sales divided by the sum of the monthly average balances of receivable and inventory less accounts payable.

Any 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.

First Quarter Fiscal 2013


	First Quarter Fiscal 2013
	Op Income		Pre-tax			Net Income			Diluted EPS
	$in thousands, except per share data
GAAP results	$	99,973	$	108,857		$	100,305		$	0.70
Restructuring, integration and other charges		37,408		37,408			27,101			0.19
Gain on bargain purchase		—		(31,291	)		(31,291	)		(0.22	)
Income tax adjustments		—		—			(12,184	)		(0.08	)

Total adjustments		37,408		6,117			(16,374	)		(0.11	)

Adjusted results	$	137,381	$	114,974		$	83,931			0.59

Items impacting the first quarter of fiscal 2013 consisted of the following:

•

restructuring, integration and other charges of $37.4 million pre-tax consisted of $25.9 million for severance, $4.0 million for facility exit related costs, $0.3 million for other charges, $2.8 million for transaction costs associated with recent acquisitions, $5.0 million for integration-related costs, and a reversal of $0.6 million to adjust prior year restructuring reserves;

•

a gain on the bargain purchase of $31.3 million pre-and after tax related to the Internix, Inc. acquisition for which the gain was not taxable; and

•

an income tax adjustment of $12.2 million primarily related to a favorable settlement of an income tax audit.

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 2012 and (ii) the impact of the transfer of a business from TS Americas to EM Americas, which did not have an impact to Avnet on a consolidated basis but did impact the pro forma sales for the groups by $8 million in the first quarter of fiscal 2012. Sales taking into account the combination of these adjustments is referred to as “pro forma sales” or “organic sales.”


	Revenue		Acquisition		Pro forma
	as Reported		Revenue		Revenue
			(in thousands)
Q1 Fiscal 2013	$	5,870,057	$	52,643	$	5,922,700

Q1 Fiscal 2012	$	6,426,006	$	249,913	$	6,675,919
Q2 Fiscal 2012		6,693,573		212,635		6,906,208
Q3 Fiscal 2012		6,280,557		134,379		6,414,936
Q4 Fiscal 2012		6,307,386		84,854		6,392,240

Fiscal year 2012	$	25,707,522	$	681,781	$	26,389,303

“Acquisition Revenue” as presented in the preceding table includes the acquisitions listed below.


Acquired Business	Operating Group	Acquisition Date
Altron GmbH & Co. KG	EM	July 2012
Mattelli Limited	TS	July 2012
Pepperweed Consulting	TS	August 2012
C.R.G. Electronics, Ltd.	EM	August 2012
Internix, Inc.	EM	August 2012

ROWC, ROCE and WC Velocity

The following table presents the calculation for ROWC, ROCE and WC velocity.


		Q1 FY 13			Q1 FY 12
Sales			5,870,057			6,426,006
Sales, annualized	(a)		23,480,229			25,704,024
Adjusted operating income (1)			137,381			223,064
Adjusted operating income, annualized	(b)		549,523			892,254
Adjusted effective tax rate (2)			27.00	%		29.43	%
Adjusted operating income, net after tax	(c)		401,152			629,664
Average monthly working capital
Accounts receivable			4,353,226			4,541,536
Inventory			2,448,301			2,727,916
Accounts payable			(3,015,599	)		(3,243,209	)

Average working capital	(d)		3,785,928			4,026,243

Average monthly total capital	(e)		5,110,354			5,168,910

ROWC = (b) / (d)			14.51	%		22.16	%
WC Velocity = (a) / (d)			6.20			6.38
ROCE = (c ) / (e)			7.85	%		12.18	%

(1)	See reconciliation to GAAP amounts in the preceding tables in this Non-GAAP Financial Information Section.

(2)	Adjusted effective tax rate is based upon a year-to-date (full fiscal year rate for FY12) calculation excluding restructuring, integration and other charges and tax adjustments as described in the reconcilation to GAAP amounts in this Non-GAAP Financial Information Section.

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 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 globally. Avnet accelerates its partners’ success by connecting the world’s leading technology suppliers with a broad base of customers by providing cost-effective, value-added services and solutions. For the fiscal year ended June 30, 2012, Avnet generated revenue of $25.7 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)


	FIRST QUARTERS ENDED
	SEPTEMBER 29, 2012		OCTOBER 1, 2011
Sales	$	5,870.1	$	6,426.0
Income before income taxes		108.9		195.8
Net income		100.3		139.0
Net income per share:
Basic	$	0.71	$	0.91
Diluted	$	0.70	$	0.90

*	See Notes to Consolidated Statements of Operations on Page 14.

AVNET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(THOUSANDS EXCEPT PER SHARE DATA)


	FIRST QUARTERS ENDED
	SEPTEMBER 29, 2012			OCTOBER 1, 2011
Sales	$	5,870,057		$	6,426,006
Cost of sales		5,185,680			5,672,409

Gross profit		684,377			753,597
Selling, general and administrative expenses		546,996			530,533
*Restructuring, integration and other charges (Note 1)**		37,408			—

Operating income		99,973			223,064
Other income (expense), net		1,483			(5,376	)
Interest expense		(23,890	)		(21,871	)
*Gain on bargain purchase (Note 2)**		31,291			—

Income before income taxes		108,857			195,817
Income tax provision		8,552			56,787

Net income	$	100,305		$	139,030

Net earnings per share:
Basic	$	0.71		$	0.91

Diluted	$	0.70		$	0.90

Shares used to compute earnings per share:
Basic		140,767			152,270

Diluted		143,359			154,506

*	See Notes to Consolidated Statements of Operations on Page 14.

AVNET, INC.

CONSOLIDATED BALANCE SHEETS

(THOUSANDS)


	SEPTEMBER 29, 2012		JUNE 30, 2012
Assets:
Current assets:
Cash and cash equivalents	$	1,043,033	$	1,006,864
Receivables, net		4,477,927		4,607,324
Inventories		2,360,500		2,388,642
Prepaid and other current assets		237,340		251,609

Total current assets		8,118,800		8,254,439
Property, plant and equipment, net		480,858		461,230
Goodwill		1,155,136		1,100,621
Other assets		348,330		351,576

Total assets		10,103,124		10,167,866

Less liabilities:
Current liabilities:
Borrowings due within one year		948,596		872,404
Accounts payable		2,920,591		3,230,765
Accrued expenses and other		676,215		695,483

Total current liabilities		4,545,402		4,798,652
Long-term debt		1,399,832		1,271,985
Other long-term liabilities		178,107		191,497

Total liabilities		6,123,341		6,262,134

Shareholders’ equity	$	3,979,783	$	3,905,732

AVNET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(THOUSANDS)


	FIRST QUARTERS ENDED
	SEPTEMBER 29, 2012			OCTOBER 1, 2011
Cash flows from operating activities:
Net income	$	100,305		$	139,030

Non-cash and other reconciling items:
Depreciation and amortization		28,208			22,301
Deferred income taxes		(2,889	)		12,901
Stock-based compensation		18,905			14,252
Gain on bargain purchase		(31,291	)		—
Other, net		14,988			15,188

Changes in (net of effects from businesses acquired):
Receivables		277,687			125,422
Inventories		102,672			(88,989	)
Accounts payable		(382,870	)		(373,793	)
Accrued expenses and other, net		(44,738	)		(70,459	)

Net cash flows provided by (used for) operating activities		80,977			(204,147	)

Cash flows from financing activities:
Borrowings under accounts receivable securitization program		41,000			325,000
Proceeds from bank debt, net		131,141			64,281
Repayments of other debt, net		(1	)		(256	)
Repurchases of common stock		(128,707	)		(81,921	)
Other, net		1,280			588

Net cash flows provided by financing activities		44,713			307,692

Cash flows from investing activities:
Purchases of property, plant, and equipment		(24,385	)		(39,666	)
Cash proceeds from sales of property, plant and equipment		304			443
Acquisitions of operations, net of cash acquired		(87,176	)		(103,232	)
Proceeds from divestiture		4,500			—

Net cash flows used for investing activities		(106,757	)		(142,455	)

Effect of exchange rates on cash and cash equivalents		17,236			(13,994	)


Cash and cash equivalents:
-increase (decrease)		36,169			(52,904	)
-at beginning of period		1,006,864			675,334

-at end of period	$	1,043,033		$	622,430

AVNET, INC.

SEGMENT INFORMATION

(MILLIONS)


	FIRST QUARTERS ENDED
	SEPTEMBER 29, 2012			OCTOBER 1, 2011
SALES:
Electronics Marketing	$	3,653.2		$	3,816.3
Technology Solutions		2,216.9			2,609.7

Consolidated	$	5,870.1		$	6,426.0

OPERATING INCOME (LOSS):
Electronics Marketing	$	146.3		$	191.2
Technology Solutions		34.4			65.0
Corporate		(43.3	)		(33.1	)

		137.4			223.1
Restructuring, integration and other charges		(37.4	)		—

Consolidated	$	100.0		$	223.1

AVNET, INC.

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS

FIRST QUARTER OF FISCAL 2013

(1)

The results for the first quarter of fiscal 2013 included restructuring, integration and other charges which totaled $37,408,000 pre-tax, $27,102,000 after tax and $0.19 per share on a diluted basis. Restructuring charges included therein were $30,210,000 pre-tax consisting of $25,900,000 for severance, $3,967,000 for facility exit costs and fixed asset write downs, and $343,000 for other restructuring charges. Integration costs and acquisition transaction costs were $5,049,000 pre-tax and $2,780,000 pre-tax, respectively. The Company recorded a credit of $631,000 pre-tax primarily to adjust reserves related to prior year restructuring activity which were no longer required.

(2)

During the first quarter of fiscal 2013, the Company recognized a gain on bargain purchase of $31,291,000 pre- and after tax and $0.22 per share on a diluted basis. In August 2012, the Company acquired Internix, Inc., a company publicly traded on the Tokyo Stock Exchange, through a tender offer. After assessing the 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 the gain.

CFO Review of Fiscal 2013 First Quarter Results

Exhibit 99.2

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

CFO Review of Fiscal 2013 First Quarter Results


	1Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Chg			Seq. Chg
Sales	$	6,426.0		$	6,307.4		$	5,870.1		($	555.9)		($	437.3)
Gross Profit	$	753.6		$	759.0		$	684.4		($	69.2)		($	74.6)
GP Margin		11.7	%		12.0	%		11.7	%		(7)	bps		(37)	bps
SG&A Expenses	$	530.5		$	525.1		$	547.0		$	16.5		$	21.9
SG&A as % of Sales		8.3	%		8.3	%		9.3	%		106	bps		99	bps
SG&A as % of GP		70.4	%		69.2	%		79.9	%		953	bps		1,075	bps
GAAP Operating Income	$	223.1		$	213.4		$	100.0		($	123.1)		($	113.5)
Adjusted Operating Income (1)	$	223.1		$	233.9		$	137.4		($	85.7)		($	96.5)
Adjusted Operating Income Margin (1)		3.5	%		3.7	%		2.3	%		(113)	bps		(137)	bps
GAAP Net Income (Loss)	$	139.0		$	133.4		$	100.3		($	38.7)		($	33.1)
Adjusted Net Income (1)	$	139.0		$	145.3		$	83.9		($	55.1)		($	61.3)
GAAP Diluted EPS	$	0.90		$	0.91		$	0.70			-22.2	%		-23.1	%
Adjusted EPS (1)	$	0.90		$	0.99		$	0.59			-34.4	%		-40.4	%
Return on Working Capital (ROWC) (1)		22.2	%		23.7	%		14.5	%		(765)	bps		(921)	bps
Return on Capital Employed (ROCE) (1)		12.2	%		12.5	%		7.9	%		(433)	bps		(469)	bps
Working Capital Velocity (1)		6.38			6.40			6.20			(0.18)			(0.20)

⁽¹⁾	A reconcilliation of non-GAAP financial measures is presented in the Non-GAAP Financial Information section at the end of this document.

Key Highlights

•

Sales for the first quarter fiscal 2013, decreased 8.7% year over year, to $5.87 billion; pro forma revenue (defined later in this document) was down 11.3% year over year and 8.4% excluding the translation impact of changes in foreign currency exchange rates (also referred to as “constant dollars” or “constant currency” and referenced as “CC” in the graphs that follow).

•

Adjusted operating income decreased 38.4% year over year due primarily to the decline in revenue across both operating groups, most notably in the western regions.

•

Adjusted diluted earnings per share declined 34.4% year over year to $0.59 due to the significant decline in operating income partially offset by the benefit of the accretion related to the share repurchase program.

•

ROWC for the quarter declined 765 basis points year over year to 14.5% due primarily to the decline in operating income margins as working capital velocity only changed slightly.

•

Cash from operations was $81 million in the September 2012 quarter and $814 million over the trailing twelve months due to the combination of (1) a decline in working capital resulting from the impact of lower sales in concert with the counter cyclical nature of the Company’s balance sheet and (2) profits during the period.

•

During the quarter, 4.17 million shares were repurchased at an average price of $31.34 per share, bringing the cumulative total of repurchased shares to 15.44 million shares. As of the end of the quarter, the Company may repurchase up to an additional $293.4 million of the Company’s common stock under its current repurchase program.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Revenue


											Year-over-Year Growth Rates
	1Q’ FY12		2Q’ FY12		3Q’ FY12		4Q’ FY12		1Q’ FY13		Reported ⁽¹⁾			Pro forma ⁽²⁾
Avnet, Inc.		6,426.0		6,693.6		6,280.6		6,307.4		5,870.1		-8.65	%		-11.28	%
Excluding FX ⁽¹⁾		—		—		—		—		—		-5.67	%		-8.41	%
Electronics Marketing (EM) Total		3,816.3		3,595.6		3,756.9		3,764.4		3,653.2		-4.27	%		-7.95	%
Excluding FX ⁽¹⁾		—		—		—		—		—		-0.94	%		-4.79	%
Americas		1,383.2		1,401.8		1,458.4		1,435.4		1,287.8		-6.90	%		-10.89	%
EMEA		1,123.8		943.3		1,091.7		1,044.5		958.5		-14.71	%		-15.67	%
Excluding FX ⁽¹⁾												-3.81	%		-4.93	%
Asia		1,309.3		1,250.5		1,206.8		1,284.6		1,406.9		7.45	%		1.11	%
Technology Solutions (TS) Total		2,609.7		3,098.0		2,523.7		2,543.0		2,216.9		-15.05	%		-16.34	%
Excluding FX ⁽¹⁾		—		—		—		—		—		-12.58	%		-13.90	%
Americas		1,388.4		1,648.3		1,369.6		1,414.4		1,164.6		-16.12	%		-18.16	%
EMEA		778.5		1,006.2		744.8		676.1		635.5		-18.37	%		-18.95	%
Excluding FX ⁽¹⁾		—		—		—		—		—		-11.01	%		-11.65	%
Asia		442.8		443.5		409.3		452.5		416.8		-5.88	%		-5.88	%

(1)	Year-over-year revenue growth rate excluding the impact of changes in foreign currency exchange rates.

(2)	Pro forma revenues as defined in this document.

LOGO

•

First quarter fiscal 2013 sales of $5.9 billion, decreased 8.7% year over year (5.7% in constant dollars) as the slowing growth in the technology end markets was more pronounced in the higher-margin western regions in both operating groups.

•

Year-over-year pro forma sales decreased 11.3% (8.4% in constant dollars), driven primarily by weakness in the Americas, most notably at Technology Solutions.

•

On a sequential basis, pro forma sales declined 7.4% (6.9% in constant dollars), which is below the normal seasonality level of approximately flat to down 4%.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

LOGO

•

EM revenue declined 4.3% year over year (0.9% in constant dollars) to $3.7 billion due to the continued sluggishness in the technology markets evidenced by the book to bill ratio, which weakened throughout the quarter.

•

Pro forma year-over-year revenue declined 8.0% (4.8% in constant dollars), as the Americas region was down 10.9% year over year, which was below expectations.

•

EMEA declined 4.9% year over year on a pro forma basis in constant dollars and Asia, which exceeded expectations, gained 1.1% year over year and 7.6% sequentially.

•

On a pro forma basis, sequential revenue declined 3.2% in constant dollars, which was at the low end of normal seasonality of approximately 1% to -3%.

LOGO

•

TS revenue decreased 15.1% year over year (12.6% in constant dollars) to $2.2 billion, with all three regions experiencing negative year-over-year growth.

•

Pro forma revenue decreased 16.3% year over year (13.9% in constant dollars), driven primarily by double-digit declines in the Americas and EMEA region.

•

Pro forma revenue decreased 12.8% sequentially (12.5% in constant dollars), primarily due to a decline of 18% in the Americas region driven primarily by slower transaction activity at the end of the quarter as customers delayed IT projects.

•

On a product level basis, networking, servers, and computing components experienced double-digit declines year over year.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Gross Profit


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Change
Gross Profit	$	753.6		$	784.1		$	753.8		$	759.0		$	684.4		($	69.2)
Gross Profit Margin		11.7	%		11.7	%		12.0	%		12.0	%		11.7	%		(7)	bps

LOGO

•

Gross profit dollars of $684 million, declined 9.2% year over year and gross profit margin declined 7 basis points to 11.7%.

•

EM gross profit margin declined 27 basis points year over year primarily due to the significant revenue decline in the higher-margin Americas region, which resulted in the lower-margin Asia region representing a larger portion of total EM sales.

•

TS gross profit margin decreased 4 basis points year over year, as an improvement in the Americas region was offset by declines in the EMEA and Asia regions.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Operating Expenses


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Change
Selling, General and Adminstrative Expenses	$	530.5		$	518.7		$	518.4		$	525.1		$	547.0		$	16.5
SG&A Expenses as a % of Gross Profit		70.4	%		66.2	%		68.8	%		69.2	%		79.9	%		953	bps

LOGO

•

Selling, general and administrative expenses (“SG&A expenses”) were up 3.1% year over year and 4.2% sequentially to $547 million.

•

The $16.5 million year-over-year increase consisted of approximately $37 million related to acquisitions, which was somewhat offset by the approximately $22 million benefit related to the translation impact of changes in foreign currency.

•

The Company took actions at the end of fourth quarter of fiscal 2012 and during the first quarter of fiscal 2013 to reduce expenses in both operating groups by approximately $90 million annualized, virtually all of which will benefit the second quarter of fiscal 2013 and thereafter, and is in the process of identifying additional expense actions that will also benefit future quarters.

•

SG&A expenses as a percentage of gross profit increased 953 basis points to 79.9% from the year ago quarter.

•

TS SG&A expense as a percent of gross profit increased 1,004 basis points from the year ago quarter due primarily to the decline in gross profit dollars resulting from lower sales.

•

EM SG&A expense as a percent of gross profit increased 687 basis points from the year ago quarter due primarily to the decline in gross profit dollars resulting from lower sales.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Operating Income


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Chg
Avnet, Inc. GAAP Operating Income	$	223.1		$	230.9		$	216.8		$	213.4		$	100.0		($	123.1	)
Adjusted Operating Income ⁽¹⁾	$	223.1		$	265.4		$	235.4		$	233.9		$	137.4		($	85.7	)
Adjusted Operating Margin ⁽¹⁾		3.47	%		3.96	%		3.75	%		3.71	%		2.34	%		(113	) bps
Electronics Marketing (EM) Total
Operaing Income	$	191.2		$	174.9		$	194.3		$	191.1		$	146.3		($	44.9	)
Operating Income Margin		5.01	%		4.86	%		5.17	%		5.08	%		4.00	%		(101	) bps
Technology Solutions (TS) Total
Operaing Income	$	65.0		$	118.9		$	67.9		$	67.5		$	34.4		($	30.6	)
Operating Income Margin		2.49	%		3.84	%		2.69	%		2.65	%		1.55	%		(94	) 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.

LOGO

•

Adjusted enterprise operating income of $137.4 million declined 38.4% year over year due to the decline in revenue in both operating groups and the geographic mix shift in the EM business where better than expected sales in the lower-margin Asia region were more than offset by weaker sales in the higher-margin western region.

•

Adjusted operating income margin of 2.3% at the enterprise level decreased 137 basis points and 113 basis points, respectively, sequentially and year over year.

•

EM operating income margin decreased 108 basis points sequentially and 101 basis points from the year ago quarter to 4.0% primarily due to the lower profitability in the Americans and the EMEA regions due primarily to the decline in sales.

•

EM operating income declined 23.4% sequentially and by a similar amount from the year ago period.

•

TS operating income margin declined 94 basis points from the prior year quarter primarily due to the negative leverage related to the decline in sales.

•

TS operating income declined 47.1% year over year and 49.0% sequentially, due primarily to the decline in revenue in the western region.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Interest Expense, Other Income and Income Taxes


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Change
Interest Expense	($	21.9	)	($	22.2	)	($	23.6	)	($	23.2	)	($	23.9	)	$	2.0
Other Income (Expense)	($	5.4	)	$	0.7		$	3.2		($	4.1	)	$	1.5		$	6.9
GAAP Income Taxes	$	56.8		$	61.0		$	53.4		$	52.6		$	8.6		($	48.2	)
Adjusted Income Taxes ⁽¹⁾	$	56.8		$	72.0		$	63.4		$	61.4		$	31.0		($	25.7	)
GAAP Effective Tax Rate		29.00	%		29.33	%		26.56	%		28.28	%		7.86	%		(2,114	) bps
Adjusted Effective Tax Rate ⁽¹⁾		29.00	%		29.50	%		29.50	%		29.69	%		27.00	%		(200	) 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 September 2012 quarter was $23.9 million, up $2.0 million over the prior year quarter.

•

The Company recognized $1.5 million of other income as compared with other expense of $5.4 million in the prior year, which consisted primarily of foreign exchange losses.

•

The adjusted effective tax rate of 7.9% in the first quarter was significantly lower than the year ago quarter. For the first quarter, the Company’s effective tax rate was favorably impacted primarily by the settlement of an audit by the Internal Revenue Service and a non-taxable gain on a bargain purchase, partially offset by increases to valuation allowances and reserves. Due to the reduced level of income in the first quarter of fiscal 2013, the net favorable impact of these items on the effective tax rate was significant. The first quarter effective tax rate was also impacted, to a lesser extent, by the mix of income earned in the lower tax rate jurisdictions.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Net Income and EPS


	1Q’ FY12		2Q’ FY12		3Q’ FY12		4Q’ FY12		1Q’ FY13		Y/Y Change
GAAP Net Income	$	139.0	$	147.0	$	147.6	$	133.4	$	100.3		-27.9	%
Adjusted Net Income ⁽¹⁾	$	139.0	$	172.0	$	151.6	$	145.3	$	83.9		-39.6	%

GAAP EPS	$	0.90	$	0.98	$	1.00	$	0.91	$	0.70		-22.2	%
Adjusted EPS ⁽¹⁾	$	0.90	$	1.15	$	1.03	$	0.99	$	0.59		-34.4	%

⁽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.

LOGO

•

GAAP net income for the first quarter of fiscal 2013 was $100.3 million, or $0.70 per share on a diluted basis.

•

GAAP net income and diluted earnings per share declined 27.9% and 22.2%, respectively, over the prior year primarily due to the decline in profitability discussed above and the impact of restructuring, integration and other charges, which were partially offset by a gain on bargain purchase.

•

Adjusted net income for the first quarter of fiscal 2013 was $83.9 million, or $0.59 per share on a diluted basis.

•

On an adjusted basis, net income and diluted earnings per share decreased 39.6% and 34.4%, respectively, over the prior year primarily due to the impact of the year-over-year decline in sales in the western regions.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Working Capital


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Change
Account Receivable	$	4,593.5		$	4,755.6		$	4,658.8		$	4,607.3		$	4,477.9		($	115.6	)
Inventory	$	2,643.9		$	2,513.9		$	2,490.3		$	2,388.7		$	2,360.5		($	283.4	)
Accounts Payable	($	3,175.1	)	($	3,567.7	)	($	3,237.5	)	($	3,230.8	)	($	2,920.6	)	$	254.5

Working Capital	$	4,062.3		$	3,701.8		$	3,911.6		$	3,765.2		$	3,917.8		($	144.5	)

Working Capital Velocity		6.38			6.57			6.43			6.40			6.20			(0.18	)

LOGO

•

Working capital (receivables plus inventory less accounts payable) decreased $144.5 million, or 3.6%, year over year and 6.9% when adjusted for acquisitions and the translation impact of changes in foreign currency exchange rates.

•

Working capital velocity declined by 0.18 turns when compared with the year ago quarter and declined 0.2 turns sequentially.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Returns


	1Q’ FY12			2Q’ FY12			3Q’ FY12			4Q’ FY12			1Q’ FY13			Y/Y Change
Return on Working Capital (ROWC) ⁽¹⁾		22.16	%		26.03	%		24.08	%		23.72	%		14.51	%		(765	) bps
Return on Capital Employed (ROCE) ⁽¹⁾		12.18	%		14.28	%		12.83	%		12.54	%		7.85	%		(433	) bps

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

LOGO

•

ROWC for the quarter was 14.51%, a decrease of 765 basis points year over year.

•

The year-over-year decline was primarily due to a decline in operating income margins as noted above.

•

ROCE of 7.9% was down 433 basis points from the year ago quarter.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Cash Flow


	1Q’ FY12			2Q’ FY12		3Q’ FY12			4Q’ FY12		1Q’ FY13			Y/Y Change
Net Income	$	139.0		$	147.0	$	147.6		$	133.4	$	100.3		($	38.7	)
Non Cash Items	$	64.7		$	47.1	$	60.7		$	39.8	$	27.9		($	36.8	)
Working Capital	($	407.8	)	$	255.9	($	184.7	)	$	86.1	($	47.2	)	$	360.6

Cash Flow from Operations	($	204.1	)	$	450.0	$	23.6		$	259.3	$	81.0		$	285.1

TTM CF from Operations	$	186.3		$	715.4	$	550.9		$	528.7	$	813.8		$	627.6

LOGO

•

During the first quarter of fiscal 2013, cash flow from operations was $81 million and over the trailing twelve months was $814 million.

•

During the quarter, the Company purchased 4.17 million shares of its common stock at an average purchase price of $31.34 per share for a total cost of $130.7 million. Since the repurchase program began in August 2011 through the end of the first quarter of fiscal 2013, the Company had repurchased 15.44 million shares for an aggregate purchase price of $456.6 million.

•

Cash and cash equivalents at the end of the quarter were $1.04 billion, of which $916 million was held outside the United States; net debt (total debt less cash and cash equivalents) was $1.3 billion.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Forward-Looking Statements

This document 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,” “estimate,” “forecast,” “expect,” believe,” 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, declines in sales, 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, allocations of products by suppliers, other competitive and/or regulatory factors affecting the businesses of Avnet generally.

Non-GAAP Financial Information

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

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 (WC velocity).

•

WC velocity is defined as annualized sales divided by the sum of the monthly average balances of receivable and inventory less accounts payable.

Any 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.

First Quarter Fiscal 2013


	First Quarter Fiscal 2013
	Op Income		Pre-tax			Net Income			Diluted EPS
	$ in thousands, except per share data
GAAP results	$	99,973	$	108,857		$	100,305		$	0.70
Restructuring, integration and other charges		37,408		37,408			27,101			0.19
Gain on bargain purchase		—		(31,291	)		(31,291	)		(0.22	)
Income tax adjustments		—		—			(12,184	)		(0.08	)

Total adjustments		37,408		6,117			(16,374	)		(0.11	)

Adjusted results	$	137,381	$	114,974		$	83,931			0.59

Items impacting the first quarter of fiscal 2013 consisted of the following:

•

restructuring, integration and other charges of $37.4 million pre-tax which consisted of $25.9 million for severance, $4.0 million for facility exit related costs, $0.3 million for other charges, $2.8 million for transaction costs associated with recent acquisitions, $5.0 million for integration-related costs, and a reversal of $0.6 million to adjust prior year restructuring reserves;

•

a gain on the bargain purchase of $31.3 million pre-and after tax related to the Internix, Inc. acquisition for which the gain was not taxable; and

•

An income tax adjustment of $12.2 million primarily related to a favorable settlement of an income tax audit.

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

Pro Forma (Organic) Revenue


	Revenue as Reported		Acquisition Revenue		Pro forma Revenue
	Revenue as Reported		Acquisition Revenue		Pro forma Revenue
	(in thousands)
Q1 Fiscal 2013	$	5,870,057	$	52,643	$	5,922,700

Q1 Fiscal 2012	$	6,426,006	$	249,913	$	6,675,919
Q2 Fiscal 2012		6,693,573		212,635		6,906,208
Q3 Fiscal 2012		6,280,557		134,379		6,414,936
Q4 Fiscal 2012		6,307,386		84,854		6,392,240

Fiscal year 2012	$	25,707,522	$	681,781	$	26,389,303

“Acquisition Revenue” as presented in the preceding table includes the acquisitions listed below.


Acquired Business	Operating Group	Acquisition Date
Altron GmbH & Co. KG	EM	July 2012
Mattelli Limited	TS	July 2012
Pepperweed Consulting	TS	August 2012
C.R.G. Electronics, Ltd.	EM	August 2012
Internix, Inc.	EM	August 2012

Avnet, Inc. Q1 Fiscal Year 2013

$ in millions - except per share data

October 25, 2012

ROWC, ROCE and WC Velocity

The following table presents the calculation for ROWC, ROCE and WC velocity.


		Q1 FY 13			Q1 FY 12
Sales			5,870,057			6,426,006
Sales, annualized	(a)		23,480,229			25,704,024

Adjusted operating income (1)			137,381			223,064
Adjusted operating income, annualized	(b)		549,523			892,254
Adjusted effective tax rate (2)			27.00	%		29.43	%
Adjusted operating income, net after tax	(c)		401,152			629,664
Average monthly working capital
Accounts receivable			4,353,226			4,541,536
Inventory			2,448,301			2,727,916
Accounts payable			(3,015,599	)		(3,243,209	)

Average working capital	(d)		3,785,928			4,026,243

Average monthly total capital	(e)		5,110,354			5,168,910

ROWC = (b) / (d)			14.51	%		22.16	%
WC Velocity = (a) / (d)			6.20			6.38
ROCE = (c ) / (e)			7.85	%		12.18	%

(1)	See reconciliation to GAAP amounts in the preceding tables in this Non-GAAP Financial Information Section.

(2)	Adjusted effective tax rate is based upon a year-to-date (full fiscal year rate for FY12) calculation excluding restructuring, integration and other charges and tax adjustments as described in the reconcilation to GAAP amounts in this Non-GAAP Financial Information Section.