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United States securities and exchange commission logo
March 15, 2024
Kenneth Jacobson
Chief Financial Officer
Avnet, Inc.
2211 South 47th Street
Phoenix, AZ 85034
Re: Avnet, Inc.
Form 10-K Fiscal
Year Ended July 1, 2023
Form 10-Q for
Fiscal Quarter Ended December 30, 2023
Form 8-K Furnished
on January 31, 2024
File No. 001-04224
Dear Kenneth Jacobson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended July 1, 2023
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Gain on Legal Settlements and Other, page 26
1. Please expand your
discussion of the gain on legal settlements in connection with the
settlement of claims
filed against certain manufacturers of capacitors that was reached in
May 2023 to clarify the
timing of payments to which the company is entitled and when
the gain will be
recognized. We note the company received a judgement in May 2023 for
damages totaling $268
million from this litigation of which $74.4 was recognized as a
gain during fiscal year
2023. Refer to Item 303(b) of Regulation S-K.
Kenneth Jacobson
FirstName
Avnet, Inc.LastNameKenneth Jacobson
Comapany
March NameAvnet, Inc.
15, 2024
March2 15, 2024 Page 2
Page
FirstName LastName
Form 10-Q for Fiscal Quarter Ended December 30, 2023
Notes to Consolidated Financial Statements
Note 2. Working Capital
Inventories, page 8
2. Please explain the nature of the transactions for electronic
components held for supply
chain service engagements and the basis for the accounting as
inventory on your balance
sheet. You disclose the company is acting as an agent on behalf of an
OEM or the supplier
in these engagements. During your second quarter earnings call on
January 31, 2024 your
CFO stated, "As a reminder, these service engagements are different
from our traditional
core EC business as the associated inventory is really the inventory
of the OEM or the
supplier that we hold on their behalf. The inventory is contractually
restricted and the risk
profile is different compared to inventories held for our core EC
distribution business."
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Executive Summary, page 18
3. Refer to the first paragraph in your executive summary. Please revise
your discussion to
explain how the softening demand for electronic components is expected
to impact your
sales and income from operations for the remainder of fiscal year
2024. Your guidance
furnished in your earnings release for the quarter ended December 30,
2023 reflects an
anticipated sequential decline of 6% to 11% in the third quarter of
fiscal year 2024. Refer
to Item 303(a) of Regulation S-K.
Sales, page 19
4. Please revise your discussion for Electronic Components (EC) sales to
quantify the extent
to which changes are attributable to changes in prices or to changes
in the volume or
amount of products or services being sold. Refer to Item 303(b)(2) of
Regulation S-K.
Liquidity and Capital Resources
Cash Flow from Operating Activities, page 22
5. Please revise your discussion and analysis of cash flows to analyze
the underlying reasons
for material changes, as well as on their reasonably likely impact on
future cash flows and
cash management decisions. Where reported amounts of cash provided and
used by
operations, investing activities or financing have been consistent, if
the underlying sources
of those cash flows have materially varied, analysis of that
variability should be provided.
Please note that merely citing changes in results, working capital
items, and noncash items
reported in the statement of cash flows may not provide a sufficient
basis to understand
changes in operating cash between periods. Refer to section IV.B and
B.1 of Release No.
33-8350 for guidance.
Kenneth Jacobson
Avnet, Inc.
March 15, 2024
Page 3
Form 8-K Furnished January 31, 2024
Investor Presentation for Second Quarter Earnings Call
Avnet Second Quarter Fiscal Year 2024 Financial Results
Q2 FY24 Highlights, page 3
6. Please present and reconcile the most directly comparable GAAP measure
for the the non-
GAAP measures Adjusted Operating Margin, Adjusted EPS, Adjusted
Operating
Expenses, Adjusted Operating Income, and Adjusted Diluted EPS in the
investor
presentation. Please reconcile and revise the labeling of the non-GAAP
measures
Adjusted EPS and Adjusted Diluted EPS. Refer to Item 100(a)(1) and
Item 100(a)(2) of
Regulation G.
Q2 Income Statement, page 5
7. Referencing the final measure, please revise your description of
operating expenses to
clearly reflect as Adjusted Operating Expenses consistent with the bar
graph.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with any
questions.
FirstName LastNameKenneth Jacobson Sincerely,
Comapany NameAvnet, Inc.
Division of
Corporation Finance
March 15, 2024 Page 3 Office of Trade &
Services
FirstName LastName