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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended April 1, 1994 Commission File #1-4224
Avnet, Inc.
(Exact name of registrant as specified in its charter)
New York 11-1890605
(State or other jurisdiction of IRS Employer I.D. Number
incorporation or organization)
80 Cutter Mill Road, Great Neck, N.Y. 11021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code . . . . . . . .516-466-7000
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
The number of shares of the registrant's Common Stock (net of treasury shares)
as of the close of the period covered by this report . . . . . 40,650,465 shs.
The number of units then outstanding of other publicly-traded securities of
the registrant:
6% Conv. Sub. Debs. Due April 15, 2012 . . . . . . . . . . $105,285,000
6 7/8% Notes Due March 15, 2004 . . . . . . . . . . . . . . $100,000,000
AVNET, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements.
Consolidated Condensed Balance Sheets -
April 1, 1994 and June 30, 1993 3
Consolidated Condensed Statements of Income -
Nine Months Ended April 1, 1994 and
April 2, 1993 4
Consolidated Condensed Statements of Income -
Third Quarter Ended April 1, 1994 and
April 2, 1993 5
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended April 1, 1994 and
April 2, 1993 6
Notes to Consolidated Condensed Financial
Statements 7 - 8
Item 2. Management's Discussion and Analysis 9 - 11
Part II. Other Information
Item 6. Exhibits and Reports from Form 8-K
a. The following documents are filed as
part of this report:
*Exhibit 11.1 Computation of Earnings per
share - Primary 12 - 13
*Exhibit 11.2 Computation of Earnings per
share - Fully Diluted 14 - 15
Signature Page 16
* Filed herewith
PART I - FINANCIAL INFORMATION
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands)
Item I. Financial Statements
April 1, June 30,
1994 1993
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 46,022 $ 219,827
Receivables, less allowances of $21,058
and $14,736, respectively 537,577 359,200
Inventories (Note 3) 590,234 491,769
Other 11,651 4,797
Total current assets 1,185,484 1,075,593
Property, plant & equipment, at cost, net 111,931 102,539
Intangibles and other assets 408,067 69,181
Total assets $1,705,482 $1,247,313
Liabilities:
Current liabilities:
Borrowings due within one year $ 46 $ 107
Accounts payable 223,375 182,227
Accrued expenses and other 103,619 90,196
Total current liabilities 327,040 272,530
Long-term debt, less due within one year 302,552 106,623
Contingencies (Note 4)
Total liabilities 629,592 379,153
Shareholders' equity (Note 5):
Common stock $1.00 par, authorized
60,000,000 shares, issued 41,096,000
shares and 36,131,000 shares,
respectively 41,096 36,131
Additional paid-in capital 307,078 138,230
Retained earnings 757,322 719,308
Cumulative translation adjustments ( 19,293) ( 14,313)
Common stock held in treasury at cost,
445,000 shares and 483,000 shares,
respectively ( 10,313) ( 11,196)
Total shareholders' equity 1,075,890 868,160
Total liabilities and shareholders'
equity $1,705,482 $1,247,313
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(amounts in thousands except per share amounts)
Nine Months Ended
April 1, April 2,
1994 1993
(unaudited)
Revenues:
Sales $2,628,512 $1,642,495
Investment and other income, net 2,120 16,737
2,630,632 1,659,232
Costs and expenses:
Cost of sales 2,118,164 1,281,738
Selling, shipping, general
and administrative 355,234 273,689
Depreciation and amortization 19,311 12,199
Restructuring and integration 22,702 --
Interest 10,294 7,294
2,525,705 1,574,920
Income before income taxes and cumulative
effect of change in accounting for
income taxes 104,927 84,312
Income taxes 45,871 33,762
Income before cumulative effect of
accounting change 59,056 50,550
Cumulative effect of change in method of
accounting for income taxes (2,791) --
Net income $ 56,265 $ 50,550
Earnings per share: (Note 6)
Income before cumulative effect of
accounting change $ 1.45 $ 1.40
Cumulative effect of change in method
of accounting for income taxes (0.07) --
Net income $ 1.38 $ 1.40
Shares used to compute earnings per
share (Note 6) 40,846 38,236
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(amounts in thousands except per share amounts)
Third Quarter Ended
April 1, April 2,
1994 1993
(unaudited)
Revenues:
Sales $ 900,048 $ 582,498
Investment and other income, net 1,154 3,081
901,202 585,579
Costs and expenses:
Cost of sales 727,649 455,408
Selling, shipping, general
and administrative 119,332 94,106
Depreciation and amortization 6,591 4,054
Interest 3,682 1,901
857,254 555,469
Income before income taxes 43,948 30,110
Income taxes 18,604 11,924
Net income $ 25,344 $ 18,186
Earnings per share (Note 6) $ 0.62 $ 0.50
Shares used to compute earnings per
share (Note 6) 40,909 38,305
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Nine Months Ended
April 1, April 2,
1994 1993
(unaudited)
Cash flows from operating activities:
Net income $ 56,265 $ 50,550
Add non-cash and other reconciling items:
Depreciation and amortization 23,506 17,421
Deferred taxes ( 566) ( 164)
Cumulative effect of change in accounting 2,791 --
for income taxes
Other, net (Note 7) 11,334 ( 236)
93,330 67,571
Receivables ( 84,905) ( 18,306)
Inventories 16,661 ( 1,744)
Payables, accruals and other, net ( 30,064) ( 19,109)
Net cash flows (used for) provided from
operations ( 4,978) 28,412
Cash flows from financing activities:
Issuance of notes in public offering 98,877 --
Issuance of bank debt 94,500 --
Redemption of debentures -- ( 68,117)
(Payment) of other debt ( 173) ( 1,478)
Cash dividends ( 23,607) ( 21,342)
Other, net 2,402 921
Net cash flows provided from (used for)
financing 171,999 ( 90,016)
Cash flows from investing activities:
Purchases of property, plant and equipment ( 12,617) ( 13,855)
Acquisition of operations (Note 7) ( 328,237) ( 30,562)
Disposition of interest-bearing
investments, net -- 131,991
Other, net 28 ( 332)
Net cash flows (used for) provided from
investing ( 340,826) 87,242
Cash and cash equivalents:
- (decrease) increase ( 173,805) 25,638
- at beginning of year 219,827 56,893
- at end of period $ 46,022 $ 82,531
Additional cash flow information: (Note 7)
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the financial
position as of April 1, 1994; the results of operations for the first
nine months and third quarters ended April 1, 1994 and April 2, 1993;
and the cash flows for the first nine months ended April 1, 1994 and
April 2, 1993.
2. The results of operations for the first nine months and third quarter
ended April 1, 1994 are not necessarily indicative of the results to be
expected for the full year.
3. Inventories:
(Thousands)
April 1, June 30,
1994 1993
Finished goods $508,353 $422,823
Work in process 2,804 2,861
Purchased parts and raw materials 79,077 66,085
$590,234 $491,769
4. From time to time, the Company may become liable with respect to pending
and threatened litigation, taxes and environmental and other matters.
During the fourth quarter of 1992, the Environmental Protection Agency
(EPA) issued a remedial investigation and feasibility study in
connection with the environmental clean-up at a Company-owned site in
Oxford, NC for which the company has been designated a potentially
responsible party. The EPA's preliminary estimate of the cost of the
clean-up alternative it has recommended is approximately $6.3 million.
In addition, past costs of the EPA have amounted to approximately $1.5
million. In May 1993, the Company settled its lawsuit against the prior
owners of the site and entered into a Consent Decree and Court Order.
Pursuant to that settlement, the former owners have agreed to bear at
least 70% of the clean-up cost of the site. The Company will be
responsible for not more than 30% of the clean-up costs. In August 1993
the Company and the former owners entered into a Consent Decree with the
EPA pursuant to which the clean-up of the site will proceed. The
Company believes that it has adequately reserved for its share of the
costs of the clean-up and it is not anticipated that any other
contingent matters will have a material adverse impact on the Company's
financial condition, liquidity or results of operations.
5. Number of shares of common stock reserved
for conversion, warrants, options and
other rights: 4,966,160
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
6. Solely for the purpose of calculating earnings per share for the third
quarter and first nine months of the prior year ended April 2, 1993,
common shares issuable upon conversion of the 6% Convertible
Subordinated Debentures were considered common equivalent shares and the
net interest expense applicable to such Debentures was eliminated. In
the current year's third quarter and first nine months these adjustments
were not made because the impact of including the 6% Debentures would
have been immaterial.
7. Additional cash flow information:
Other non-cash and reconciling items primarily include the provision for
doubtful accounts and gains and losses on dispositions of marketable
securities. Non-cash financing costs include the issuance of $166.1
million in Avnet stock in connection with the acquisition of Hall-Mark
Electronics Corporation ("Hall-Mark").
Cash expended for the acquisition of operations include primarily the
cash paid for the acquisition of Hall-Mark and Adelsy.
Interest and income taxes paid were as follows:
(Thousands) Fiscal
1994 1993
Interest $ 9,100 $ 9,968
Income taxes $52,637 $30,484
8. On July 1, 1993, the Company completed the acquisition of all of the
stock of Hall-Mark, the nation's third largest distributor of electronic
components, pursuant to an Agreement and Plan of Merger dated April 20,
1993. Each share of Hall-Mark common stock was exchanged for $20 in
cash and 0.45 shares of Avnet common stock, which had a market value of
$34.1875 on July 1, 1993. The total cost of the acquisition was
approximately $487.6 million consisting of $212.0 million in cash (after
consideration of Hall-Mark cash on hand, proceeds from the exercise of
Hall-Mark options and warrants, and professional fees incurred in
connection with the acquisition) and $166.1 million in Avnet stock for
the Hall-Mark common stock, and $109.5 million for the refinancing of
Hall-Mark bank debt. The $321.5 million of funding required to complete
the transaction was financed through cash on hand and borrowings under
a credit facility with NationsBank of North Carolina, N.A. The
transaction has been accounted for as a purchase.
Item 2.Management Discussion and Analysis
Results of Operations
On July 1, 1993, Avnet completed the acquisition of Hall-Mark Electronics
Corporation, including its wholly-owned subsidiary Allied Electronics, Inc.
(together referred to as "Hall-Mark"). Prior to the acquisition, Hall-Mark was
the nation's third largest distributor of electronic components. Immediately
after the acquisition, Hall-Mark was integrated into the Company's Electronic
Marketing Group. Accordingly, the results of operations of the Company for the
third quarter and nine months of fiscal 1994 ended April 1, 1994 include the
results of Hall-Mark.
In the third quarter of this year, consolidated sales were $900.0 million, up
55% as compared with sales of $582.5 million in the prior year's quarter and
up more than 15% when the prior year's sales are adjusted pro forma to
include Hall-Mark sales. Gross profit margins of 19.2% for the quarter were
lower by 2.6% as compared with 21.8% during the prior year period as
competitive pressures and sales of lower margin microprocessors continued to
negatively impact margins. However, operating expenses as a percentage of
sales, excluding depreciation and amortization, decreased by 2.9% to 13.3% in
the third quarter of this year as compared with 16.2% in the prior year
period reflecting the Company's continued emphasis on operating efficiencies
as well as the impact of synergies achieved through the integration of
Hall-Mark. Depreciation and amortization were substantially higher in the
current year's third quarter and nine months ended April 1, 1994 due
primarily to the amortization of goodwill associated with the Hall-Mark
acquisition.
Sales in the nine months of fiscal 1994 were $2.629 billion or 60% higher than
the $1.642 billion in the prior year period. If Hall-Mark sales were included
in the prior year's nine months, sales during fiscal 1994's nine months would be
20% higher. Gross profit margins in the nine months of this year were 19.4% as
compared with 22.0% in the prior year, a decline of 2.6%. Operating expenses as
a percentage of sales, excluding depreciation and amortization, were 13.5% as
compared with 16.7% last year.
Investment and other income was down substantially in the third quarter and nine
months of fiscal 1994 when compared with the comparable periods last year. This
was due primarily to the liquidation of the Company's marketable securities
portfolio, the proceeds of which were used to partially fund the July 1, 1993
acquisition of Hall-Mark. Interest expense in the third quarter and nine months
were both higher than in the prior year periods due primarily to the increase in
total debt outstanding as a result of the Hall-Mark acquisition. Interest
expense in the third quarter of fiscal 1994 was higher than in the immediately
preceding second quarter due to an increase in debt outstanding and a slightly
higher effective interest rate. Interest expense is expected to be higher in
the fourth quarter as the effective interest rate on Avnet's borrowings
increases. The effective tax rate increased in fiscal 1994 due primarily to
the 1% increase in federal income tax rates and the impact of the non-
deductible amortization of goodwill which arose in connection with the
acquisition of Hall-Mark.
As a result of the above, net income for the third quarter and nine months
(before one-time special charges recorded in the first quarter) was $25.3
million and $73.1 million, respectively, up 39% and 45% when compared with
$18.2 million and $50.6 million, respectively, in the comparable prior year
periods.
Results of Operations (continued)
During the first quarter of 1994 the Company recorded one time special charges
which negatively impacted net income by $16.8 million or $0.41 per share. After
such charges, net income for the nine months was $56.3 million or $1.38 per
share. The one-time charges included $22.7 million ($13.5 million after tax) of
restructuring and integration costs associated with the July 1, 1993 acquisition
of Hall-Mark and the restructuring of the Electrical and Industrial Group.
These costs included accruals for severance, anticipated real and personal
property lease terminations, relocation of employees, inventory adjustments
related to anticipated supplier terminations and other items. Other
non-recurring charges in the first quarter were the $0.5 million impact of
the retroactive increase in federal income tax rates as it relates to fiscal
1993 income and the $2.8 million cumulative effect of the change in the
method of accounting for income taxes as a result of the Company's adopting
Statement of Financial Accounting Standards(SFAS) No. 109.
Sales per day during April, the first month of the fourth quarter, were higher
than in the comparable period last year when adjusted to include the sales of
Hall-Mark on a pro forma basis, and were also higher than in January, the first
month of the immediately preceding quarter.
The Electronic Marketing Group's fiscal 1994 third quarter and nine months sales
accounted for 91% and 89%, respectively, of consolidated sales as compared with
86% in the prior year periods. Group sales were up by 62% and 66%,
respectively, in the third quarter and nine months as compared with the
comparable periods last year, due principally to the Hall-Mark acquisition,
and strong sales performances at Hamilton Hallmark and the Avnet Computer
Group and a significant increase in the Group's European volume. Gross
profit margins in both the third quarter and nine months of this year were
lower than in the prior year periods, but lower operating expenses as a
percentage of sales more than offset the decrease in gross profit margins.
Although the decrease in investment and other income and the increase in the
effective tax rate resulted in a lower net income margin year as compared with
last year, net income (before special charges) increased approximately 40% in
both the third quarter and nine months.
The Video Communications Group's third quarter sales of $38.3 million, which
represented 4% of consolidated sales, were up 19% as compared with the prior
year's quarter, while nine months sales of $154.6 million were up almost 57%
over the prior year period. This sales increase for the nine months ended
April 1, 1994 was due primarily to the sales volume of replacement satellite
TV signal decoding mechanisms. Sales of decoding mechanisms slowed in the
third quarter; however, the Video Communications Group began shipping Direct
Broadcast Satellite (DBS) antennas in the current quarter. Net income for
this year's nine month period was up substantially compared with the prior
year's nine months which included the losses incurred by the Far East
operations that have since been closed.
The Electrical and Industrial Group, with 5% of consolidated sales, posted
slightly lower revenues and a small profit for the third quarter and nine
months.
Liquidity and Capital Resources
During the first nine months of fiscal 1994, the Company used $328.2 million for
the acquisition of Hall-Mark and for Adelsy and De Mico S.p.A., two Italian
electronics distributors. Additionally, the Company used $5.0 million for
operations and $33.8 million, net for the purchases of property, plant and
equipment, cash dividends and other items. Of that $367.0 million use of funds,
$193.2 million was obtained from additional borrowings and $173.8 million came
from the Company's available cash.
The Company's quick assets at April 1, 1994 totaled $583.6 million compared with
$579.0 million at June 30, 1993, and exceeded the Company's current liabilities
by $256.6 million compared with a $306.5 million excess at June 30, 1993.
Working capital at April 1, 1994 was $858.4 million compared with $803.1 million
at June 30, 1993. At the end of the third quarter, to support each dollar of
current liabilities, the Company had $1.78 of quick assets and $1.84 of other
current assets for a total of $3.62 of current assets compared with $3.95 at
June 30, 1993.
In order to fund the acquisition of Hall-Mark, the Company established a credit
arrangement with NationsBank of North Carolina, N.A. ("NationsBank"). That
credit arrangement has since been restructured and currently consists of a
three-year revolving credit facility with a syndication of banks which
provides a line of credit of up to $150.0 million. The Company may select
from various interest rate options and maturities under this facility. In
January 1994 the Company filed a registration statement with the Securities
and Exchange Commission which provides for borrowings of up to $200 million
in public debt over the next two years. On March 15, 1994 the Company
completed a $100 million public offering of its 6 7/8% Notes Due March 15,
2004 (the "6 7/8% Notes"), the net proceeds from which, amounting to $98.9
million, were used to pay down a portion of its outstanding bank debt.
During the nine months of fiscal 1994, shareholders' equity increased by $207.7
million, principally as a result of the issuance of common stock in connection
with the acquisition of Hall-Mark. Long-term debt increased by $195.9 million
due primarily to borrowings under the newly established three-year revolving
credit facility and the 6 7/8% Notes. At April 1, 1994 the Company's long-term
debt amounted to $302.6 million or 21.9% of capital. The Company's favorable
balance sheet ratios would facilitate additional financing if, in the opinion of
management, such financing would enhance the future operations of the Company.
Currently, the Company does not have any commitments for material capital
expenditures. The Company is not aware of any commitments, contingencies,
trends, events or uncertainties which are anticipated to have a material adverse
impact on the Company's financial condition or which may significantly alter its
ability to generate sufficient cash from internal or external sources to meet
its needs. However, reference is made to Note 4 of the consolidated condensed
financial statements, which Note is incorporated as if fully set forth herein,
and which describes an environmental clean-up of a Company-owned site in Oxford,
North Carolina. In addition, in October 1993, the Company received a notice of
claim from the New York State Department of Environmental Protection in
connection with a proposed remedial investigation at a site formerly owned by
the Company's Video Communications Group in Huguenot, New York. The Company
is currently investigating the nature and extent of its potential liability in
connection with the remedial investigation, which liability, if any, has not
yet been qualified.
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
Nine Months Ended
April 1, April 2,
1994 1993
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 40,568,371 35,576,187
Common equivalent shares:
Conversion of convertible debentures
(weighted average) (Note 6) -- 2,448,487
Contingent shares issuable 99,557 102,775
Exercise of warrants and options
using the treasury method 178,211 108,338
Total common and common equivalent
shares 40,846,139 38,235,787
Income before cumulative effect of
change in accounting $59,055,573 $50,549,966
Interest expense on convertible
debentures - net of taxes (Note 6) -- 2,891,445
Income used for computing earnings
per share before cumulative effect
of change in accounting $59,055,573 $53,441,411
Cumulative effect of change in
accounting ( 2,790,839) --
Income used for computing earnings
per share $56,264,734 $53,441,411
Primary earnings per share:
Income before cumulative effect of
accounting change $1.45 $1.40
Cumulative effect of change in
accounting for income taxes (0.07) --
Net income $1.38 $1.40
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE - PRIMARY
Third Quarter Ended
April 1, April 2,
1994 1993
(unaudited)
A. Primary earnings per share:
Common shares outstanding
(weighted average) 40,618,068 35,630,234
Common equivalent shares:
Conversion of convertible debentures
(weighted average) (Note 6) -- 2,448,487
Contingent shares issuable 82,068 89,234
Exercise of warrants and options
using the treasury method 209,348 137,345
Total common and common equivalent
shares 40,909,484 38,305,300
Net Income $25,343,874 $18,185,572
Interest expense on convertible
debentures - net of taxes (Note 6) -- 963,815
Income used for computing earnings
per share $25,343,874 $19,149,387
Primary earnings per share $0.62 $0.50
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
Nine Months Ended
April 1, April 2,
1994 1993
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents (Note 6) 40,846,139 38,235,787
Additional dilution upon exercise
of options and warrants 54,525 19,456
Total fully diluted shares 40,900,664 38,255,243
Income before cumulative effect of
change in accounting $59,055,573 $50,549,966
Interest expense on convertible
debentures - net of taxes (Note 6) -- 2,891,445
Income used for computing earnings
per share before cumulative effect
of change in accounting $59,055,573 $53,441,411
Cumulative effect of change in
accounting ( 2,790,839) --
Income used for computing earnings
per share $56,264,734 $53,441,411
Fully diluted earnings per share:
Income before cumulative effect of
accounting change $1.45 $1.40
Cumulative effect of change in
accounting for income taxes (0.07 --
Net income $1.38 $1.40
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
AVNET, INC. AND SUBSIDIARIES
EXHIBIT 11.2
COMPUTATION OF EARNINGS PER SHARE - FULLY DILUTED
Third Quarter Ended
April 1, April 2,
1994 1993
(unaudited)
B. Fully diluted earnings per share:
Common and common equivalents (Note 6) 40,909,484 38,305,300
Additional dilution upon exercise
of options and warrants 34,397 14,240
Total fully diluted shares 40,943,881 38,319,540
Net income $25,343,874 $18,185,572
Interest expense on convertible
debentures - net of taxes (Note 6) -- 963,815
Income used for computing earnings
per share $25,343,874 $19,149,387
Fully diluted earnings per share $0.62 $0.50
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Avnet, Inc.
(Registrant)
By: s/Raymond Sadowski
Raymond Sadowski
Senior Vice President,
Chief Financial Officer
and Assistant Secretary
By: s/John F. Cole
John F. Cole
Controller and Principal
Accounting Officer
May 13, 1994
Date