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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 26, 1998 or
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-4224
AVNET, INC.
(Exact name of registrant as specified in its charter)
New York 11-1890605
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification
No.)
2211 South 47th Street, Phoenix, Arizona 85034
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (602) 643-
2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock New York Stock Exchange and
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 / /
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
The aggregate market value (approximate) at September 15, 1998 of the
registrant's common equity held by non-affiliates . . . . .
$1,476,498,618
The number of shares of the registrant's Common Stock (net of treasury
shares) outstanding at September 15, 1998. . . . .36,456,756 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's definitive proxy statement (to
be filed pursuant to Reg. 14A) relating to the Annual Meeting of
Shareholders anticipated to be held November 23, 1998 are incorporated
herein by reference in Part III of this Report.
Forward-Looking Statements
Any statements made in this Report which are not historical facts
are forward-looking statements that involve risks and uncertainties.
Among the factors which could cause actual results to differ
materially are (i) major changes in business conditions and the
economy in general, (ii) risks associated with foreign operations,
such as currency fluctuations, (iii) allocations of products by
suppliers, and (iv) changes in market demand and pricing pressure.
PART I
ITEM 1. Business
Avnet, Inc., incorporated in New York in 1955, together with its
subsidiaries (the "Company" or "Avnet"), is one of the world's largest
industrial distributors of electronic components and computer
products, with sales in 1998* of $5.92 billion. The Company is a
vital link in the chain that connects suppliers of semiconductors,
interconnect products, passive and electromechanical devices to
original equipment manufacturers ("OEMs") that design and build the
electronics equipment for end-market use, and to other industrial
customers. In addition, the Company distributes a variety of computer
products to both the end user and the reseller channels. Through its
electronic components distribution activities, Avnet acts as an
extension of a supplier's sales force by marketing products to a
larger base of customers than individual suppliers could do
economically. While many suppliers can only serve a few hundred of
the larger OEMs, Avnet is franchised to sell products of more than 100
of the world's leading component manufacturers to a global customer
base of approximately 100,000 OEMs. Electronic components are shipped
as received from Avnet's suppliers or with assembly or other value
added. As part of its distribution activities, Avnet adds various
processes that customize products to meet individual OEM customer
specifications, and it provides material management and logistic
services. From 1993 through 1998, sales of the Company's electronic
components and computer distribution businesses have increased from
approximately $1.92 billion to approximately $5.88 billion, a compound
annual growth rate ("CAGR") of 25.1%.
In order to better focus on its core business and to capitalize
on growing world markets for electronic components and computer
products, Avnet has pursued and continues to pursue strategic
acquisitions with a focus on international expansion. Beginning with
its acquisition in June 1991 of The Access Group Ltd., a United
Kingdom-based electronic components distributor, the Company has
completed twenty-three acquisitions. During its last three fiscal
years, the Company completed nine acquisitions: three in Europe; four
in Asia/Pacific; one in North America; and one in South Africa. Avnet
has approximately 8,700 employees globally and maintains locations
throughout the United States, Canada, Mexico, Europe, Asia, Australia,
New Zealand, and South Africa. In 1998, Avnet derived approximately
20% of its sales from operations outside of North America as compared
with 21% in 1997. At the same time, the Company divested those
operations deemed outside of its core business. During 1998, the
Company disposed of its Channel Master business, the sole remaining
operation in the Video Communications Group.
One of Avnet's critical strengths is the breadth and quality of
the suppliers whose products it carries. Listed below are the major
product categories and the approximate sales in fiscal 1998, the
percentage of the Company's consolidated sales and the major suppliers
in each category:
o Semiconductors: Sales of semiconductors in 1998 were
approximately $3.22 billion, or 54% of consolidated sales. The
Company's major suppliers of semiconductors are Advanced Micro
Devices, Analog Devices, Harris, Hewlett-Packard, Hitachi,
Integrated Device Technology, Intel, LSI Logic, Micron
Semiconductors, Motorola, National Semiconductor,
Philips/Signetics, Texas Instruments and Xilinx.
o Computer Products: Sales of computer products in 1998 from all
of the Company's business units were approximately $1.59
billion, or 27% of consolidated sales. The Company's major
suppliers of computer products are Cabletron, Compaq Computer
Corporation, Computer Associates, Hewlett-Packard, IBM, Intel,
Oracle, Seagate Technology and Wyse Technology.
o Connectors: Sales of connector products in 1998 were
approximately $0.51 billion, or 9% of consolidated sales. The
Company's major suppliers of connectors are AMP,
Amphenol/Bendix, ELCO, ITT Cannon, Molex, Pyle-National, T&B
Ansley/Augat and 3M.
o Passives, Electromechanical and Other: Sales of passives,
electromechanical and other products in 1998 were approximately
$0.60 billion, or 10% of consolidated sales. The Company's
major suppliers of these products are AVX, Bourns, Cherry,
Leach, Murata-Erie, Philips, Teledyne, Valor and Vishay.
During the last three years, the Company has operated primarily
in one industry segment through its Electronic Marketing Group, which
distributes electronic components and computer products. The
Electronic Marketing Group accounted for almost 100%, 97% and 96% of
Avnet's consolidated sales in 1998, 1997 and 1996, respectively, and
it accounted for 99% (before special items including the gain on the
sale of Channel Master), 96% and 94% of consolidated net income during
those respective periods. The organizational structure of the
Electronic Marketing Group was changed at the beginning of 1999. This
new organizational structure is discussed beginning on page 5 below.)
The industry segments in which Avnet operated during the last
three years are as follows:
1. The Electronic Marketing Group was engaged in the marketing,
assembly, and/or processing of electronic and electromechanical
components and computer products, principally for industrial and some
commercial and military use. It also offered an array of value-added
services to its customers, such as inventory replenishment systems,
kitting, connector and cable assembly and semiconductor programming.
2. The Video Communications Group, which was eliminated in
October, 1997 with the sale of Channel Master, was engaged in the
manufacture, assembly and/or marketing of TV signal processing
equipment. Channel Master is a leading manufacturer of DBS (Direct
Broadcast Satellite) TV receiving antennas, conventional TV roof
antennas and commercial satellite antenna systems.
The sales, operating income and identifiable assets of the
Company's Electronic Marketing Group (its primary segment) and its
U.S. domestic and foreign operations, prepared in accordance with
Statement of Financial Accounting Standards No. 14, are shown in Note
13 to the Company's consolidated financial statements appearing in
Item 14 of this Report.
The following tables set forth, for each of Avnet's three fiscal
years ended June 26, 1998, June 27, 1997 and June 28, 1996, the
approximate amount of sales and net income of Avnet which is
attributable to each industry segment described above (after
allocation of corporate results):
SALES
(Millions) FISCAL YEARS ENDED
June 26, June 27, June 28,
1998 1997 1996
Electronic Marketing $5,877.8 $5,224.4 $5,004.9
Video Communications 38.5 166.2 202.9
$5,916.3 $5,390.6 $5,207.8
NET INCOME
(Millions) FISCAL YEARS ENDED
June 26, June 27, June 28,
1998 1997 1996
Electronic Marketing $132.2 (a) $175.5 $177.3
Video Communications 19.2 (b) 7.3 11.0
$151.4 (a)(b)$182.8 $188.3
___________________
(a) Includes special charges of $29.7 million after-tax for costs
relating to the divestiture of Avnet Industrial, the closure of
the Company's corporate headquarters in Great Neck, New York,
the anticipated loss on the sale of Company-owned real estate
and incremental special charges associated with the
reorganization of the Electronic Marketing Group.
(b) Includes the gain on the sale of Channel Master amounting to
$17.2 million after-tax.
New Organizational Structure
Effective as of the beginning of 1999, the Company changed its
organizational structure to better focus on its core businesses in
order to better meet the needs of both its customers and suppliers.
The Company currently consists of two major operating groups, the
Electronics Marketing Group ("EMG") and the Computer Marketing Group
("CMG") (through the end of 1998 these two units comprised the former
Electronic Marketing Group). EMG focuses on the global distribution
of and value-added services associated with electronic components.
CMG focuses on middle- to high-end, value-added computer products
distribution in North America, Europe and Australia. In addition, the
Company sold its Channel Master business in October 1997 which had
minimal sales in 1998.
The table below sets forth the approximate amount of sales of
Avnet which is attributable to each of the four subgroups of the
former Electronic Marketing Group including CMG:
FISCAL YEARS ENDED
(Millions) June 26, June 27,
1998 1997
EMG:
EMG Americas $3,308.5 $3,012.8
EMG EMEA 1,018.8 979.9
EMG Asia 146.8 146.9
4,474.1 4,139.6
CMG 1,403.7 1,084.8
$5,877.8 $5,224.4
Electronics Marketing Group ("EMG")
EMG is the Company's largest operating group, with 1998 sales
of $4.47 billion, representing approximately 76% of Avnet's
consolidated sales. EMG is comprised of three regional operations:
EMG Americas, which had sales of $3.31 billion in 1998, or
approximately 56% of Avnet's consolidated sales; EMG EMEA (Europe,
Middle East and Africa), which had sales of $1.02 billion in 1998, or
approximately 17% of Avnet's consolidated sales; and EMG Asia, which
had sales of $0.14 billion in 1998, or approximately 3% of Avnet's
consolidated sales.
EMG Americas
EMG Americas was reorganized effective as of the beginning of
fiscal 1999 in order to provide more value to its customers and
suppliers through increased product specialization and to provide
focused services to its customers through a single account manager.
Immediately prior to the reorganization, EMG Americas consisted
primarily of four business units as described below -- Hamilton
Hallmark, Time Electronics, Penstock and Allied Electronics.
Hamilton Hallmark has primarily distributed semiconductors and
offered an array of value-added services to its customers, such as
inventory replenishment systems, kitting and semiconductor
programming. It has been franchised by the top five United States
semiconductor manufacturers: Advanced Micro Devices, Intel, Motorola,
National Semiconductor and Texas Instruments. Hamilton Hallmark's
customers have been principally computer, telecommunications and
aerospace OEMs. In 1998, the Electronic Buyers' News survey ranked
Hamilton Hallmark as the most preferred distributor overall for the
eleventh successive year. Hamilton Hallmark has also distributed
computer products, connectors, passives and electromechanical products
for industrial, commercial and military use. Hamilton Hallmark's
sales for 1998, which accounted for approximately 77% of EMG Americas'
sales, were up approximately 7% over the prior year.
Time Electronics has been the world's leading distributor of
interconnect products, including value-added connectors,
electromechanical and passive components and cable assembly services,
and has also distributed some complementary semiconductor lines. Its
customers have been principally industrial and military/aerospace
OEMs. Time Electronics' sales for 1998, which accounted for
approximately 13% of EMG Americas' sales, were up approximately 16%
over the prior year.
Penstock, which includes Serteck, has been the leading technical
communications specialist distributor in the United States. It has
distributed, designed, engineered and added value to microwave/radio
frequency wireless, fiber optics and hybrid components, which it has
sold principally to telecommunication OEMs. In July 1997, the Company
acquired ECR Sales Management, Inc., a Portland, Oregon-based
distributor of point-of-sale and bar code peripheral products, which
has been merged into the Penstock operation. Penstock's sales for
1998, which accounted for approximately 5% of EMG Americas' sales,
were up approximately 48% over the prior year.
Allied Electronics has been a broad line industrial distributor
of active and passive electronic components, test equipment and
electronic equipment, which it has sold by means of its catalog and
telesales operations. Allied's principal customers are maintenance
and repair organizations ("MROs") as well as research and development
and engineering departments of OEMs. Allied's sales, which accounted
for approximately 5% of EMG Americas' sales, were up approximately 10%
over the prior year.
Through the end of 1998, EMG Americas also included Avnet
Industrial, which was sold effective as of June 26, 1998. Avnet
Industrial's 1998 sales accounted for approximately 1% of EMG
Americas' sales.
Also part of EMG Americas is Avnet Integrated Material Services
("IMS"). It has been the materials management and logistic services
organization which has acted as a single coordinating point
responsible for providing all the materials and services needed by
customers who purchase products from multiple Avnet divisions. IMS
has developed and implemented innovative materials management
solutions for EMG Americas' major customers and their contract
manufacturers. IMS has acted as a coordinator for other Avnet
business units, and therefore, its sales are included in the EMG
Americas' operations described above.
As part of the Company's overall reorganization effective at the
beginning of 1999, the Company reorganized its EMG Americas business
unit. In the EMG Americas reorganization, the sales forces of
Hamilton Hallmark, Time Electronics and Penstock were combined, and
the telesales operations of those units were aligned with Allied
Electronics. Through a single account manager, customers now have
complete access to the products and services of the Company's core
distribution business, including those of the former Hamilton
Hallmark, Time Electronics and Penstock divisions, as well as complete
access to the following Avnet global brands (services):
o Avnet Design Services - A suite of engineering and technical
services for customers, including turnkey logic designs,
reference designs and product designs, and demand creation
services for suppliers.
o Avnet Integrated Material Services - Customer specific
materials management, including leading-edge, information
technology-based services, and pin-point logistics. IMS
develops and implements innovative materials management
solutions for EMG's major customers and their
contract manufacturers.
o Allied - Catalog, CD ROM and Internet sales to research and
development departments of OEMs, MROs and small OEM
customers.
o Avnet Personal Computer Components - Specializing in sales
of microprocessors, motherboards, memory, networking products
and mass storage to personal computer OEMs and system
integrators.
These Avnet global brands offer focused services and unique
financial models in the other two EMG geographic regions (EMG EMEA and
EMG Asia) as well as in EMG Americas.
In addition, the EMG Americas organization has created product
business groups ("PBGs") which specialize in the various product
categories that the Company sells as opposed to being organized along
individual supplier lines. There are currently four PBGs which are
responsible for purchasing, inventory management, supplier
relationships and product marketing. The PBGs are as follows:
Semiconductor; Interconnect, Passive and Electromechanical; Radio
Frequency and Microwave; and OEM Systems. (Note that the Defense and
Aerospace PBG has recently been consolidated into the other PBGs.)
EMG EMEA
EMG EMEA principally distributes semiconductors throughout
Europe and in Africa. Avnet created its EMG EMEA operations through
a series of acquisitions beginning in June 1991 with the acquisition
of The Access Group Ltd., a United Kingdom-based electronic components
distributor. Since the acquisition of The Access Group, the Company
has completed eleven additional acquisitions for its EMG EMEA
operation. The Company has created Avnet Time operations in certain
locations which specialize in interconnect products, including value-
added connectors, electromechanical and passive components and cable
assembly services. Similar to EMG Americas, the EMEA operations have
complete access to the Avnet global brands - Avnet Design Services,
Avnet IMS, Allied and Avnet Personal Computer Components, discussed
above under "EMG Americas". Although management is planning to
reorganize the Company's EMG EMEA operations along lines similar to
that of EMG Americas, a final detailed plan had not been firmly
established at the end of 1998, nor were the plans then at a stage
where the aggregate reorganization costs associated therewith could
have been accurately quantified. However, some initial reorganization
steps had been taken, and the relevant costs were included in the
Company's fourth quarter 1998 special charges. It is currently
anticipated that the balance of the associated special charges of EMG
EMEA will be reflected in the first quarter 1999 financial statements.
During the last three years, the Company added three new
operations to Avnet EMG EMEA - two in Europe and one in South Africa.
In September 1995, the Company completed the acquisition of
Setron Schiffer-Eletronik GmbH & Co., KG, a limited partnership
engaged in electronic components distribution (primarily marketing its
products through a catalog) which operates in Germany and 20 other
countries in Europe including Eastern Europe. In February 1996, the
Company completed the acquisition of an 80% interest in Kopp
Electronics Limited, a South African electronic components
distributor.
In May 1998, the Company acquired Optilas International SA, a
France-based business which specializes in technical distribution of
laser (industrial and scientific), electronic and fiber optic
components, and test and measurement equipment.
EMG EMEA currently consists of the operations listed below.
Unless otherwise noted, each of the operations is primarily a
distributor of semiconductors, computer products, connectors and
passives and electromechanical devices for industrial and commercial
use. Each operation also provides a variety of value-added services
to its customers.
o Avnet EMG Ltd., located in the United Kingdom, does business
through its Avnet Access and Avnet Time operations.
o Avnet EMG France does business through its Avnet Composants,
Avnet Time and CK Electronique operations.
o Avnet Nortec, the leading Scandinavian electronics
distributor, has operations in Sweden, Norway, Denmark,
Finland and Estonia.
o Avnet Central Europe consists of Avnet E2000 and its Avnet
Time unit which have operations in Germany, Austria and
Switzerland, and of Avnet Setron which is engaged in
electronic components distribution, primarily marketing its
products through a catalog, with operations in Germany and 20
other countries in Europe.
o Avnet EMG S.r.L., located in Italy, does business through its
Avnet Adelsy and Avnet DeMico operations.
o Avnet Lyco is located in Ireland.
o BFI-IBEXSA, the leading European technical distributor of
microwave and radio frequency components, magnetic sensors,
connecting devices and other specialty components, has
operations in eight European countries. Optilas
International SA, which the Company acquired in May 1998,
will be combined with BFI-IBEXSA during 1999 to form
BFI/OPTILAS.
o Avnet Kopp is a joint venture located in South Africa.
EMG Asia
EMG Asia principally distributes semiconductors throughout the
Asia/ Pacific region. It currently has a sales presence in ten
countries in the region including Australia, New Zealand, Singapore,
Taiwan, Hong Kong, mainland China, Thailand, the Philippines,
Indonesia and Malaysia. All of the EMG Asia operations have complete
access to the products and services provided by the Avnet global
brands.
The Company acquired its first EMG Asia operation in December
1995 with the acquisition of a 70% interest in the Science and
Technology Division of Mercuries and Associates, Ltd., a Taiwan-based
electronic components distributor. That has been followed by four
additional acquisitions in the region. In January 1995, the Company
acquired a 70% interest in WKK Semiconductors, Ltd., a Hong Kong-based
electronics components distributor with operations in Hong Kong and
the People's Republic of China. In July 1995, the Company completed
the acquisition of VSI Electronics consisting of VSI Electronics
(Australia) PTY Ltd., an Australian-based electronic components
distributor and VSI Electronics (NZ) Ltd., a New Zealand-based
electronic components distributor. In December 1997, the Company
acquired the business of EXCEL-MAX Communications Pte. Ltd., a
Singapore-based distributor of RF/microwave, fiber optic and other
speciality electronic components. In March 1998, the Company acquired
the business of CiNERGi Technology and Devices Pte. Ltd., a Singapore-
based distributor of electronic components.
Computer Marketing Group ("CMG")
CMG is an international distributor of computer products to
value-added resellers and end users focusing primarily on middle- to
high-end, value-added computer products and services. CMG's 1998
sales were $1.40 billion, representing approximately 24% of Avnet's
consolidated sales. As a result of the acquisition of Hall-Mark
Electronics Corporation in July, 1993, two independent business units,
Avnet Computer and Hall-Mark Computer Products, now operate together
as Avnet's CMG.
Avnet Computer sells industry leading high-end systems, mid-range
servers, workstations, PCs, software, storage, networking, peripherals
and services to end user customers. Avnet Computer is one of North
Americas's leading technology solutions integrators, providing
hardware, software, and services for corporate-wide applications.
Avnet Computer leverages its array of financial, acquisition and
technical services to bring value to businesses intent on managing
their total cost of technology infrastructure - from the data center,
through the network, to the desktop.
Hall-Mark Computer Products concentrates on sales of computer
systems, peripherals and components to the reseller channel.
Management believes that Hall-Mark Computer Products is the industry's
leading technical distributor of open systems in support of a limited
line card of the foremost computer and peripherals manufacturers,
which include Compaq, Hewlett-Packard, IBM and Intel. Hall-Mark
Computer provides those manufacturers' products to Value-Added
Resellers, along with complementary value-added solutions and in-house
engineering support, complex systems integration and configuration
services.
CMG has also created Avnet Direct, an Internet commerce company
which sells computer systems to businesses and individuals on the
World Wide Web. These computer systems are configured from thousands
of name-brand computer and peripheral equipment products and software
carried in CMG's inventories. During 1998, CMG expanded its
operations into Europe by starting an operation in Germany and by
acquiring the business of Bytech Systems Ltd. in the United Kingdom
in May 1998.
Locations and Major Products
As of June 26, 1998, the Company had about 225 locations in the
United States, Canada, Europe, South Africa and the Asia/Pacific
region, many of which contain sales, warehousing and administrative
functions for multiple business units. In addition, the Company has
a small number of stores in customers' facilities.
Most of the Company's product lines are covered by nonexclusive
distributor agreements with suppliers, cancelable upon 30 to 180 days
notice. Most of these agreements provide for the periodic return to
the supplier of obsolete inventory and the return of all standard
inventory upon termination of the contract.
The combined sales for EMG and CMG (formerly called the
Electronic Marketing Group) by major product class for the last three
years are as follows:
FISCAL YEARS ENDED
(Millions) June 26, June 27, June 28,
1998 1997 1996
Semiconductors $3,223.0 $2,938.2 $3,037.6
Computer products 1,589.1 1,302.0 1,021.1
Connectors 506.2 445.9 404.5
Other (primarily passives and
electromechanical devices) 559.5 538.3 541.7
$5,877.8 $5,224.4 $5,004.9
Competition
All of the Company's operations are in highly competitive
fields. With regard to many of its product lines, the Company may be
in competition not only with other distributors but also with its
suppliers. A key competitive factor in the distribution industry as
a whole is the carrying of a significant amount of inventory to meet
rapid delivery requirements of customers. In addition, the Company
enhances its competitive position by offering a variety of value-added
services which entails the performance of services and/or processes
tailored to individual customer specifications and business needs
such as point of use replenishment, testing, assembly and materials
management. The Company is the world's second largest industrial
distributor (based on sales) of electronic components and computer
products according to Electronic News ("EN"), a prominent industry
publication, which ranks the top distributors. The Company's major
competitors are Arrow Electronics, Veba Electronics, Pioneer-Standard,
Future Electronic and Marshall Industries, whose sales when combined
with the Company's sales comprised approximately 75% of the total
estimated calendar 1997 sales of the top twenty-five distributors
ranked by EN.
Video Communications Group
The Video Communications Group, was eliminated in October 1997
with the sale of Channel Master, which had operations in the U.S., the
United Kingdom and Taiwan. Channel Master principally designs,
develops and manufactures TV signal processing equipment. Its sales
in 1998 were $38.5 million which represented less than 1% of Avnet's
consolidated revenues.
Number of Employees
At August 28, 1998, Avnet had approximately 8,700 employees.
ITEM 2. Properties
As of June 26, 1998, Avnet owned and leased approximately 880,000
and 2,513,000 square feet of space, respectively, of which
approximately 76% was located in the United States. EMG's principal
facilities for warehousing and value-added operations are located in
Chandler, AZ; Peabody, MA; Oxford, NC; and Ft. Worth, TX, where it has
approximately 205,000, 226,000, 201,000, and 231,000 square feet of
space, respectively. CMG's principal facilities for warehousing and
value-added operations are located in Chandler, AZ, and Peabody, MA,
where it has approximately 196,000 and 97,000 square feet of space,
respectively. The Company leases a 176,000 square foot building
consisting of principal office space in Phoenix, AZ which is used by
both EMG and CMG as well as for the Company's corporate headquarters.
ITEM 3. Legal Proceedings
In the opinion of management, there are no material pending or
threatened legal proceedings to which the Company or any of its
subsidiaries is a party. However, as previously reported, the Company
is a potentially responsible party ("PRP") or has received claims for
indemnity in several environmental cleanups under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA").
In particular, real estate owned by a subsidiary of the Company in
Oxford, NC is listed on the EPA's National Priorities List, and the
Company and the prior owner of the site have entered into a Consent
Decree with the EPA pursuant to which the parties have agreed to clean
up the site. Additional information about this site and other sites
is set forth on page 23 and 24 of this Report. The Company does not
anticipate that the reported matters or its compliance with Federal,
state and local environmental laws will have a material adverse impact
on its financial condition, liquidity, capital expenditures, results
of operations or competitive position.
ITEM 4. Submission of Matters to a Vote of Security Holders
None during the fourth quarter of 1998.
ITEM 4A. Executive Officers of the Company
The current executive officers of the Company are:
Name Age Office
Roy Vallee 46 Chairman of the Board, Chief Executive
Officer
and Director
David R. Birk 51 Senior Vice President, General Counsel and
Secretary
Steven C. Church 49 Senior Vice President
Anthony T. DeLuca 48 Senior Vice President
Raymond Sadowski 44 Senior Vice President, Chief Financial
Officer
and Assistant Secretary
Richard Ward 58 Senior Vice President
Keith Williams 50 Senior Vice President and Director
Brian Hilton 56 Vice President
Charles Smith 51 Vice President
John F. Cole 56 Controller
Mr. Vallee joined the Company in February 1977 and has been
Chairman of the Board and Chief Executive Officer since June 1998.
Prior thereto, he was Vice Chairman of the Board since November 1992,
and also President and Chief Operating Officer from March 1992.
Mr. Birk became Avnet's Secretary in July 1997 and has been
Senior Vice President and General Counsel since November 1992.
Mr. Church has been Senior Vice President since November 1995 and
also has been co-President of the EMG since August 1998. Prior to
August 1998, he was President of Avnet's OEM Marketing Group and Vice
President, Southwest Area Director for Hamilton Hallmark, Vice
President of Corporate Marketing for Hamilton Hallmark, and President
of Hamilton Hallmark.
Mr. DeLuca has been Senior Vice President since November 1990 and
Director of Global Operations since June 1996.
Mr. Sadowski has been Senior Vice President since November 1992
and Chief Financial Officer since February 1993.
Mr. Ward has been Senior Vice President since November 1996, and
President of the Avnet Computer Marketing Group since 1994. Prior
thereto, he was Vice President of Avnet and held various executive
positions within the Avnet Computer business operations.
Mr. Williams joined Avnet in July 1991 and has been Senior Vice
President of Avnet since November 1993 and President of EMG EMEA (on
leave of absence) since June 1998. Prior thereto, he was Director of
Avnet's International Operations from October 1993 until February 1994
and Vice President of Avnet from November 1992 until November 1993.
Mr. Hilton has been Vice President since November 1997 and also
has been co-President of the EMG since August 1998. Prior thereto,
he was President of EMG Asia from October 1997. Prior to joining the
Company in October 1997, Mr. Hilton was a senior executive with
Motorola.
Mr. Smith has been Vice President since November 1995 and
President of the Semiconductor Product Business Group for Avnet's EMG
Americas since June 1998. Prior to June 1998, he was President of
Avnet's Hamilton Hallmark Division since 1993.
Mr. Cole has been Avnet's Controller since February 1993.
Officers of the Company are generally elected each year at the
meeting of the Board of Directors following the annual meeting of
shareholders and hold office until the next such annual meeting or
until their earlier death, resignation or removal.
PART II
ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters
Market price per share.
The Company's common stock is listed on the New York Stock
Exchange and the Pacific Exchange. Quarterly market prices (as
reported in the consolidated reporting system for issues listed on the
New York Stock Exchange) for the last two fiscal years were:
Fiscal 1998 1997
Quarters High Low High Low
1st $72 1/2 $57 1/2 $50 1/4 $39 1/8
2nd 74 1/2 59 1/2 61 1/8 47 7/8
3rd 68 57 64 7/8 55 1/4
4th 64 5/16 53 11/16 64 1/4 55 1/8
Record Holders
As of September 15, 1998 there were approximately 5,452 record
holders of Avnet's common stock.
Dividends
The cash dividend paid on the common stock was 15 cents per share
during each quarter in 1998 and 1997.
ITEM 6. Selected Financial Data
(In millions, except for per share and ratio data)
Fiscal Years Ended
June 26, June 27, June 28,June 30, July 1,
1998 1997 1996 1995 1994
Income:
Sales $5,916.3 $5,390.6 $5,207.8$4,300.0 $3,547.7
Gross profit 980.4 (b) 961.8 969.1 816.4 696.1
Operating income 271.2 (b) 327.7 349.0 261.5 164.8 (a)
Income taxes 115.9 (b) 130.7 136.8 103.1 66.7 (a)
Earnings 151.4 (b) 182.8 188.3 140.3 85.3 (a)
Financial Position:
Working capital 1,461.3 1,319.0 1,293.9 1,057.1 888.0
Total assets 2,733.7 2,594.1 2,521.7 2,125.6 1,787.7
Total debt 810.9 514.6 497.5 419.5 303.1
Shareholders'
equity 1,315.9 1,502.2 1,505.2 1,239.4 1,108.5
Per Share:
Earnings: (c)
Basic 3.85 (b) 4.29 4.34 3.44 2.10 (a)
Diluted 3.80 (b) 4.25 4.31 3.32 2.09 (a)
Dividends .60 .60 .60 .60 .60
Book value 36.09 36.55 34.67 30.38 27.26
Ratios:
Operating income
margin on sales 4.6% (b) 6.1% 6.7% 6.1% 4.6% (a)
Profit margin
on sales 2.6% (b) 3.4% 3.6% 3.3% 2.4% (a)
Return on equity 10.4% (b) 12.0% 13.3% 12.0% 8.0% (a)
Return on capital 8.3% (b) 10.1% 11.0% 10.1% 7.0% (a)
Quick 1.6:1 1.5:1 1.6:1 1.6:1 1.7:1
Working capital 3.4:1 3.3:1 3.5:1 3.3:1 3.4:1
Total debt to
capital 38.1% 25.5% 24.8% 25.3% 21.5%
(a) After special charges of $16.8 ($.41 per share) for (i) restructuring and
integration charges ($13.5 or $.33 per share), (ii) the retroactive impact
of the change in U.S. tax rates ($0.5 or $.01 per share) and (iii) the
cumulative effect of a change in the method of accounting for income taxes
($2.8 or $.07 per share).
(b) Includes the net negative impact of $14.9 pre-tax and $12.5 after-tax
($0.32 per share on a diluted basis) for (i) the gain on the sale of
Channel Master of $33.8 pre-tax and $17.2 after-tax, (ii) costs relating
to the divestiture of Avnet Industrial, the closure of the Company's
corporate headquarters in Great Neck, New York, and the anticipated loss
on the sale of Company-owned real estate, amounting to $13.3 pre-tax and
$8.5 after-tax, and (iii) incremental special charges associated with
the reorganization of the Company's Electronic Marketing Group,
amounting to $35.4 pre-tax and $21.2 after-tax.
(c) Earnings per share have been restated to conform with the provisions of
SFAS No. 128, "Earnings Per Share."
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
For an understanding of the significant factors that influenced
the Company's performance during the past three fiscal years, the
following discussion should be read in conjunction with the
consolidated financial statements, including the related notes, and
other information appearing elsewhere in this Report. Reference
herein to any particular year or quarter generally refers to the
Company's fiscal year periods.
During the last three years, the Company operated primarily in
one industry segment through its Electronic Marketing Group, which
distributed electronic components and computer products. The
Electronic Marketing Group accounted for almost 100%, 97% and 96% of
Avnet's consolidated sales in 1998, 1997 and 1996, respectively, and
it accounted for 99% (before special items as discussed below), 96%
and 94% of consolidated net income during those respective periods.
Therefore, due to the dominance of the Electronic Marketing Group and
the immaterial size of the Video Communications Group, this discussion
and analysis section will focus primarily on consolidated information.
In October 1997, the Company completed the disposition of its
Channel Master business, the sole remaining operation in the Video
Communications Group. As a result of the immaterial size of the Video
Communications Group as noted above, the disposition of the Channel
Master business did not have a material impact on the Company's
financial condition and liquidity, and will not have a material impact
on future results of operations.
Effective as of the beginning of 1999, the Company changed its
organizational structure to better focus on its core businesses in
order to better meet the needs of both its customers and suppliers.
This change to the Company's organizational structure involved
dividing the Electronic Marketing Group into its two major lines of
businesses: the distribution of electronic components and the
distribution of computer products. Accordingly, the Company currently
consists of two major operating groups, the Electronics Marketing
Group ("EMG") and the Computer Marketing Group ("CMG"). (Through the
end of 1998, these two units comprised the former Electronic Marketing
Group.) EMG, which focuses on the global distribution of and value-
added services associated with electronic components, is comprised of
three regional operations - EMG Americas, EMG EMEA (Europe, Middle
East and Africa) and EMG Asia. CMG, which focuses on middle- to high-
end, value-added computer products distribution, consists of Avnet
Computer, Hall-Mark Computer and a number of other speciality
businesses. The business of each of these operations is discussed
elsewhere in this report. See Item 1 of this Report. References
below under Results of Operations to "EMG" and "CMG" are to the new
group structure.
Results of Operations
Consolidated sales were a record $5.916 billion in 1998, up 10%
as compared with sales of $5.391 billion in 1997. EMG's record sales
of $4.474 billion in 1998 were up approximately 8% as compared with
$4.140 billion in 1997, and CMG's sales of $1.404 billion in 1998 were
up over 29% as compared with $1.085 billion in 1997. Channel Master's
sales in 1998 prior to its disposition were $38 million as compared
with $166 million in 1997. EMG Americas' sales in 1998 of $3.308
billion were up almost 10% as compared with the prior year, while EMG
EMEA's 1998 sales were up approximately 4% and EMG Asia's sales were
essentially unchanged. Each of the operations within EMG Americas
posted higher sales in 1998 as compared with 1997, except for Avnet
Industrial, which was sold as of the end of 1998.
Consolidated sales were $5.391 billion in 1997, or 4% higher than
the $5.208 billion in 1996. This increase was due to increased sales
at each of the operations in EMG Americas and to significantly higher
sales at CMG, offset somewhat by lower sales in EMG EMEA. Sales of
CMG, EMG Americas, and EMG Asia in 1997 were up approximately 30%,
8% and 2%, respectively, while sales of EMG EMEA and the Video
Communications Group were down 6% and 18%, respectively, as compared
with 1996.
In connection with the change in organizational structure
referred to above, the Company reorganized its EMG Americas operation
in order to provide more value to its customers and suppliers. During
the fourth quarter of 1998, the Company recorded $35.4 million pre-tax
and $21.2 million after-tax ($0.57 per share on a diluted basis for
the fourth quarter) of incremental special charges associated
principally with the reorganization. Approximately $25.7 million of
the pre-tax charge is included in operating expenses, and $9.7 million
is included in cost of sales. These charges include severance, real
property lease termination costs, inventory reserves required related
to supplier terminations, the writedown of goodwill and other items.
The writedown of goodwill relates to a small underperforming operating
unit, the ultimate disposition of which will not have a material
impact on the Company's future results of operations. Of the special
charges of $35.4 million pre-tax, approximately $17.1 million will not
require an outflow of cash and $18.3 million will require the use of
cash ($9.5 million of the $18.3 million had been expended as of the
end of 1998). The balance of cash is expected to be paid by the end
of 1999, except for amounts associated with long-term real property
lease terminations and contractual commitments, the amounts of which
are not material. Management expects that the Company's future
results of operations will benefit from the expected cost savings
resulting from the reorganization, and that the impact on liquidity
and sources and uses of capital resources will not be material.
Although management is planning to reorganize the Company's EMG
EMEA operations along lines similar to that of EMG Americas, a final
detailed plan had not yet been firmly established at the end of 1998,
nor were the plans then at a stage where the aggregate reorganization
costs associated therewith could have been accurately quantified.
However, some initial reorganization steps had been taken, and the
relevant costs were included in the Company's fourth quarter 1998
special charges. It is currently anticipated that the balance of the
associated special charges of EMG EMEA will be reflected in the first
quarter 1999 financial statements. In addition, there will be
additional special costs incurred in the first quarter of 1999
relating to the EMG Americas reorganization. These costs will include
primarily employee relocation and special incentive payments.
In addition to the fourth quarter special charges referred to
above, the 1998 results include the second quarter gain on the sale
of the Company's Channel Master business amounting to $33.8 million
pre-tax, offset somewhat in operating expenses by costs relating to
the divestiture of Avnet Industrial, the closure of the Company's
corporate headquarters in Great Neck, New York, and the anticipated
loss on the sale of Company-owned real estate, amounting to $13.3
million in the aggregate. At the time the special charges were
recorded, they represented primarily a non-cash writedown to reflect
the expected value to be received upon the disposition of Avnet
Industrial and the Company-owned real estate. The Company has
subsequently disposed of Avnet Industrial for an amount approximating
the written down value, and is still in the process of disposing of
the Company-owned real estate, the written down value of which is
still believed to approximate its market value, based upon real estate
appraisals. The disposition of Avnet Industrial and of the Company-
owned real estate will not have a material impact on the Company's
future results of operations, liquidity and sources and uses of
capital resources. The net effect of these items is to increase 1998
income before income taxes by $20.5 million and net income by $8.7
million ($0.21 per share on a diluted basis for the second quarter).
In total, the special items recorded in 1998 as discussed above
negatively impacted income before income taxes, net income and diluted
earnings per share by $14.9 million, $12.5 million, and $0.32 per
share, respectively. (The effective tax rate related to the special
items reflects the impact of certain amounts which are not subject to
income taxes.) The impact of the special items on diluted earnings
per share for 1998 ($0.32) was $0.04 less than the sum of the
applicable amounts for the second quarter and fourth quarter ($0.21
per share less $0.57 per share) due to the effect of the Company's
stock repurchase program on the weighted average number of shares
outstanding (see "Liquidity and Capital Resources" below) and the
amount of the special items.
In 1998, sales of semiconductors, computer products, connectors
and other products (principally passives and electromechanical
devices), represented 54%, 27%, 9% and 10%, respectively, of
consolidated sales (including Channel Master's sales which are
reflected in "other" products) as compared with 55%, 24%, 8% and 13%,
respectively, in 1997.
Consolidated gross profit margins (before special charges) were
16.7% in 1998 as compared with 17.8% and 18.6% in 1997 and 1996,
respectively. This downward trend is due primarily to the competitive
environment in the electronic distribution marketplace as a result of
the global industry correction cycle as well as the effect of
increased sales of computer products, which have lower gross margins
than other products in the Company's product line. Although operating
expenses (before special charges) in absolute dollars were
sequentially higher during the last three years, they decreased as a
percentage of sales over that time span. The Company reduced
operating expenses as a percentage of sales to 11.3% in 1998 as
compared with 11.7% and 11.9% in 1997 and 1996, respectively. As a
result, operating income (before special charges) of $319.9 million
in 1998 represented 5.4% of sales, as compared with $327.7 million or
6.1% of sales in 1997 and $349.0 million or 6.7% of sales in 1996.
Other income was $2.3 million in 1998 as compared with $11.7
million and $2.0 million in 1997 and 1996, respectively. Other income
in 1997 included the third quarter $7.6 million gain on the sale of
the Company's Culver City, California facility.
Interest expense was $40.0 million in 1998, as compared with
$26.1 million and $25.9 million in 1997 and 1996, respectively. The
significant increase in interest expense in 1998 as compared with the
prior two years was due primarily to increased borrowings to fund the
Company's stock repurchase program and to fund the additional working
capital requirements to support the growth in business.
As a result of the factors described above, net income in 1998
was $151.4 million, or $3.80 per share on a diluted basis, as compared
with $182.8 million, or $4.25 per share on a diluted basis, in 1997
and $188.3 million, or $4.31 per share on a diluted basis, in 1996.
Excluding the special items referred to above, net income in 1998 was
$163.9 million, or $4.12 per share on a diluted basis. Net income
before special items as a percentage of sales was 2.8% in 1998 as
compared with 3.4% and 3.6% in 1997 and 1996, respectively. Although
net income before special items in dollars was down 10% in 1998 as
compared with 1997, as described above, diluted earnings per share
before special items of $4.12 was down only 3% as compared with $4.25
in 1997, due to the impact of the Company's stock repurchase program
(see "Liquidity and Capital Resources" below). EMG's operating net
income, which is defined as income before the allocation of corporate
headquarters' expenses and interest associated with the stock
repurchase program, for 1998 was about 5% below the 1997 level due
primarily to global industry conditions, while CMG's operating net
income in 1998 was about 17% higher than in the prior year.
As the Company has increased its investment in foreign
operations, the financial statement impact associated with the
volatility of foreign currency exchange rates has become more
apparent. The translation into U.S. dollars of the financial
statements of the Company's foreign subsidiaries resulted in a charge
recorded directly to shareholders' equity amounting to $17.0 million,
$20.5 million and a $5.1 million in 1998, 1997 and 1996, respectively.
The charge in 1998 was due primarily to the weakening of the French,
Canadian and Far East currencies against the U.S. dollar, and the
charge in 1997 was due primarily to the weakening of the French,
German, Italian and Swedish currencies against the U.S. dollar. The
effect of foreign currency exchange rate fluctuations on the 1998
statement of income was not material due to the fact that Avnet's
international operations represent only 25% of sales and a smaller
percentage of income. Had the various average foreign currency
exchange rates remained the same during 1998 as compared with 1997,
Avnet's 1998 sales and net income would have been approximately 2%
higher than the actual reported results for 1998. Although the
foreign currency turmoil in the Far East has negatively affected the
Company's business, the impact has been relatively minor since the
Company's Far East operations accounted for less than 3% of 1998
consolidated sales and approximately 1% of 1998 consolidated net
income. In addition, management does not believe the current
financial situation in Russia will have a material effect on the
Company since it only does an insignificant amount of business in the
Russian market. The Company may, of course, be negatively impacted
should the economic problems surrounding the Asian and Russian markets
expand to North America and throughout Europe.
Liquidity and Capital Resources
Over the last three years, cash generated from income before
depreciation, amortization, the pre-tax gain on the sale of Channel
Master and other non-cash items amounted to $679.4 million. During
that period, $481.3 million was used for working capital needs
(excluding cash) resulting in $198.1 million of net cash flows
provided from operations. In addition, $204.7 million, net, was
needed for other normal business operations including purchases of
property, plant and equipment ($131.6 million) and dividends ($76.0
million), offset by cash generated from other immaterial items ($2.9
million). This resulted in $6.6 million being used for normal
business operations. During that three-year period, the Company also
used $475.8 million, net, for the repurchase of its common stock
($450.0 million), acquisitions net of dispositions ($10.9 million),
and the repayment of other debt ($14.9 million). This overall use of
cash of $482.4 million was financed by $515.7 million raised from the
issuance of commercial paper and an increase in bank debt, offset by
a $33.3 million increase in cash.
In 1998, the Company generated $209.4 million from income before
depreciation, amortization, the pre-tax gain on the sale of Channel
Master and other non-cash items, and used $203.3 million for working
capital needs, resulting in $6.1 million of net cash flows provided
from operations. In addition, the Company used $60.8 million for
other normal business operations including purchases of property,
plant and equipment ($38.5 million) and dividends ($24.5 million),
offset by cash generated from other immaterial items ($2.2 million).
This resulted in $54.7 million being used for normal business
operations. The Company also used $308.2 million to repurchase its
common stock and generated $87.4 million from its disposition of
Channel Master, net of cash used for acquisitions, and the issuance
of other debt. This overall use of cash of $275.5 million was
financed by a $298.8 million increase in bank debt and commercial
paper, offset by a $23.3 million increase in cash.
In 1997, the Company generated $233.0 million from income before
depreciation, amortization and other non-cash items, and used $43.5
million for working capital needs, resulting in $189.5 million of net
cash flows provided from operations. In addition, the Company used
$60.5 million for other normal operations including purchases of
property, plant and equipment ($37.3 million, net of $ 10.9 million
received in connection with the sale of the Company's former Culver
City, California facility) and dividends ($25.9 million), offset by
cash generated from other immaterial items ($2.7 million). This
resulted in $129.0 million being generated from normal business
operations. The Company also used $141.8 million to repurchase its
common stock, and $4.6 million for acquisition-related items and the
payment of other debt. This overall net use of cash of $17.4 million
was financed by a $28.9 million increase in bank debt and commercial
paper, offset by an $11.5 million increase in cash.
The Company's quick assets at June 26, 1998 totaled $976.9
million as compared with $859.3 million at June 27, 1997. At June
26, 1998, quick assets exceeded the Company's current liabilities by
$369.8 million as compared with a $281.9 million excess at the end of
1997. Working capital at June 26, 1998 was $1.461 billion as compared
with $1.319 billion at June 27, 1997. At June 26, 1998 to support
each dollar of current liabilities, the Company had $1.61 of quick
assets and $1.80 of other current assets, for a total of $3.41 as
compared with $3.28 at the end of the prior fiscal year.
In the first quarter of 1998, the Company renegotiated its
revolving credit agreement with a syndicate of banks led by
NationsBank of North Carolina, N.A. ("NationsBank"). The amended
credit agreement provides a five-year facility with a line of credit
of up to $700.0 million, increased from the previous amount of $400.0
million. The Company may select from various interest rate options and
maturities under this facility. The facility serves as a primary
funding vehicle as well as a backup for the Company's commercial paper
program pursuant to which the Company is authorized to issue short-
term notes for current operational business requirements. The credit
agreement contains various covenants, none of which management
believes materially limit the Company's financial flexibility to
pursue its intended financial strategy. The Company also has an
additional credit facility with NationsBank which provides a line of
credit up to $100.0 million.
Subsequent to the end of 1998, the Company issued $200.0 million
of 6.45% Notes due August 15, 2003 (the "Notes"). The net proceeds
received by the Company from the sale of the Notes were approximately
$198.2 million after deduction of the underwriting discounts and other
estimated expenses associated with the sale. The net proceeds from
the Notes have been used to repay indebtedness which the Company may
re-borrow for general corporate purposes, including capital
expenditures, possible acquisitions, repurchase of the Company's
common stock and working capital needs.
During 1998, the Company completed the $200 million and $250
million stock repurchase programs that were authorized by its Board
of Directors on August 1, 1996 and November 19, 1997, respectively.
During 1998 and 1997, the Company used approximately $308.2 million
and $141.8 million, respectively, to repurchase a total of 7.5 million
shares (4.9 million shares in 1998 and 2.6 million shares in 1997).
At June 26, 1998, the Company had $394.9 million outstanding
under its commercial paper program, $302.8 million outstanding under
its bank syndicated revolving credit facility, $100.0 million of the
6 7/8% Notes due March 15, 2004, and $13.2 million of other debt.
This $810.9 million of total debt at June 26, 1998 represents an
increase of $296.3 million over the $514.6 million outstanding at June
27, 1997. The Company's debt to capital (shareholders' equity plus
total debt) ratio was approximately 38% at June 26, 1998 and 26% at
June 27, 1997. In 1998, income, before special items referred to
above, was about seven times greater than fixed charges. Internally
generated cash flow during 1998, represented by net income before
depreciation, amortization and other non-cash items, was $184.2
million or 23% of total debt at June 26, 1998.
During the last three years, the Company's capital rose $467.9
million to a total of $2.127 billion at June 26, 1998. Shareholders'
equity increased by $76.5 million to $1.316 billion -- $446.9 million
from earnings, net of dividends, reinvested in the business and $104.3
million as a result of the conversion of the Company's 6% Convertible
Subordinated Debentures -- offset by a $450.0 million reduction as a
result of the Company's repurchase of its common stock and $24.7
million, net, for other items. Total debt increased by $391.4 million
over the last three years to $810.9 million at June 26, 1998. 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.
Certain of the Company's operations, primarily its international
subsidiaries, occasionally purchase and sell products in currencies
other than their functional currencies. This subjects the Company to
the risks associated with fluctuations of foreign currency exchange
rates. The Company reduces this risk by utilizing natural hedging
(offsetting receivables and payables) as well as by creating
offsetting positions through the use of derivative financial
instruments, primarily forward foreign exchange contracts with
maturities of less than sixty days. The market risk related to the
foreign exchange contracts is offset by the changes in valuation of
the underlying items being hedged. The amount of risk and the use of
derivative financial instruments described above is not material to
the Company's financial position or results of operations. Including
the recently issued Notes, approximately 37% of the Company's
outstanding debt is in fixed rate instruments and 63% is subject to
variable short-term interest rates. Accordingly, the Company will be
impacted by any change in short-term interest rates. The Company does
not hedge either its investment in its foreign operations or its
floating interest rate exposures.
With the year 2000 less than two years away, many companies,
including Avnet, will need to modify their computer systems and
applications which currently use two-digit fields to designate a year
("Year 2000 Issue"). The Company has assessed and continues to assess
the impact of the Year 2000 Issue on its reporting systems and
operations. The Company has both engaged several outside consulting
firms and is using internal resources to perform a comprehensive
remediation of the Company's computer systems before the year 2000.
The costs to modify the existing computer systems and applications are
significant; however, they will not be material to the Company's
financial position or results of operations. The current estimate
(including potential capital expenditures) is in the range of $12.0
million to $15.0 million. At present, the remediation program is on
schedule and is expected to be successfully completed. Although the
Company cannot control the efforts of the many third parties with
which it interfaces, it does not currently anticipate that there will
be any significant disruption of the Company's ability to transact
business. The Company is in contact with all its major suppliers to
ascertain their progress in implementing Year 2000 remediation.
To capitalize on growing world markets for electronic components
and computer products, the Company has pursued and expects to continue
to pursue strategic acquisitions to expand its business. Management
believes that the Company has the ability to generate sufficient
capital resources from internal or external sources in order to
continue its expansion program. In addition, as with past
acquisitions, management does not expect that future acquisitions will
materially impact the Company's liquidity.
Currently, the Company does not have any material commitments for
capital expenditures. The Company and the former owners of a Company-
owned site in Oxford, North Carolina have entered into a Consent
Decree and Court Order with the Environmental Protection Agency (EPA)
for the environmental clean-up of the site, the cost of which,
according to the EPA's remedial investigation and feasibility study,
is estimated to be approximately $6.3 million, exclusive of the $1.5
million in EPA past costs paid by the potentially responsible parties
(PRP's). Pursuant to a Consent Decree and Court Order entered into
between the Company and the former owners of the site, the former
owners have agreed to bear at least 70% of the clean-up costs of the
site, and the Company will be responsible for not more than 30% of
those costs. In addition, the Company has received notice from a
third party of its intention to seek indemnification for costs it may
incur in connection with an environmental clean-up at a site in Rush,
Pennsylvania resulting from the alleged disposal of wire insulation
material at the site by a former unit of the Company. Based upon the
information known to date, management believes that the Company has
appropriately accrued in its financial statements for its share of the
costs of the clean-ups at all the above mentioned sites. The Company
is also a PRP, or has been notified of claims made against it, at an
environmental clean-up site in Huguenot, New York. At this time,
management cannot estimate the amount of the Company's potential
liability, if any, for clean-up costs in connection with this site,
but does not anticipate that this matter or any other contingent
matters will have a material adverse impact on the Company's financial
condition, liquidity or results of operations.
Management is not now aware of any commitments, contingencies or
events within the Company's control which may significantly change its
ability to generate sufficient cash from internal or external sources
to meet its needs.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
See Note 1 to the consolidated financial statements appearing at
the end of this Report, and "Liquidity and Capital Resources" in Item
7 of this Report.
ITEM 8. Financial Statements and Supplementary Data
The Financial Statements and Supplementary Data are listed under
Item 14 of this Report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management
ITEM 13. Certain Relationships and Related Transactions
The information called for by Items 10, 11, 12 and 13 (except to
the extent set forth in Item 4A above) is incorporated in this Report
by reference to the Company's definitive proxy statement relating to
the Annual Meeting of Shareholders anticipated to be held November 23,
1998.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K
a. The following documents are filed as part of this report:
Page
1. Financial Statements and Supplementary Data
Report of Independent Public Accountants 28
Avnet, Inc. and Subsidiaries Consolidated
Financial Statements:
Statements of Income for the years ended
June 26, 1998, June 27, 1997 and June 28, 1996 29
Balance Sheets at June 26, 1998 and June 27, 199730
Statements of Shareholders' Equity for the
years ended June 26, 1998, June 27, 1997 and
June 28, 1996 31
Statements of Cash Flows for the years ended
June 26, 1998, June 27, 1997 and June 28, 1996 32
Notes to Consolidated Financial Statement 33 - 47
2. Financial Statement Schedules
(I) Schedule II for the years ended June 26, 1998,
June 27, 1997 and June 28, 1996 48
Schedules other than those above have been omitted because
they are not applicable or the required information is shown
in the financial statements or notes thereto.
3. Exhibits - The exhibit index for this Report can be found on
pages 49 to 51.
b. Reports on Form 8-K
None in the fourth quarter of 1998.
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) 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)
Date: September 23, 1998 By: s/Roy Vallee
Roy Vallee, Chairman of
the Board, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on September 23, 1998.
Signature Title
s/Roy Vallee Chairman of the Board, Chief
(Roy Vallee) Executive Officer and Director
* Director
(Eleanor Baum)
* Director
(Gerald J. Berkman)
* Director
(J. Veronica Biggins)
* Director
(Joseph F. Caligiuri)
* Director
(Ehud Houminer)
* Director
(Salvatore J. Nuzzo)
* Director
(Frederic Salerno)
* Director
(David Shaw)
* Director
(Keith Williams)
* Director
(Frederick S. Wood)
s/Raymond Sadowski Senior Vice President,
(Raymond Sadowski) Chief Financial Officer
and Assistant Secretary
s/John F. Cole Controller and Principal
(John F. Cole) Accounting Officer
*By: s/Raymond Sadowski
(Raymond Sadowski)
Attorney-in-Fact
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Avnet, Inc.:
We have audited the accompanying consolidated balance sheets of
Avnet, Inc. (a New York corporation) and Subsidiaries as of June 26,
1998 and June 27, 1997 and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three
years in the period ended June 26, 1998. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Avnet, Inc. and Subsidiaries as of June 26, 1998 and June 27, 1997,
and the results of their operations and their cash flows for each of
the three years in the period ended June 26, 1998 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in
the index of financial statements is presented for purposes of
complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.
s/ARTHUR ANDERSEN LLP
New York, New York
July 29, 1998
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Years Ended
June 26, June 27, June 28,
1998 1997 1996
Sales $5,916,267 $5,390,626 $5,207,797
Cost of sales (Note 14) 4,935,848 4,428,779 4,238,743
Gross profit 980,419 961,847 969,054
Selling, shipping, general and
administrative expenses (Note 14) 709,243 634,101 620,087
Operating income 271,176 327,746 348,967
Other income, net 2,363 11,749 1,988
Interest expense (39,988) (26,076) (25,916)
Gain on the sale of
Channel Master (Note 14) 33,795 - -
Income before income taxes 267,346 313,419 325,039
Income taxes (Note 7) 115,922 130,656 136,783
Net income $ 151,424 $ 182,763 $ 188,256
Earnings per share:
Basic $ 3.85 $ 4.29 $ 4.34
Diluted $ 3.80 $ 4.25 $ 4.31
Shares used to compute earnings
per share (Note 1):
Basic 39,375 42,598 43,333
Diluted 39,823 43,049 43,710
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
June 26, June 27,
1998 1997
Assets:
Current assets:
Cash and cash equivalents $ 82,607 $ 59,312
Receivables, less allowances of $31,807
and $27,915, respectively 894,289 800,015
Inventories (Note 3) 1,061,739 1,007,074
Other 29,722 30,035
Total current assets 2,068,357 1,896,436
Property, plant and equipment, net (Note 4) 155,491 181,509
Goodwill, net of accumulated amortization of
$62,461 and $49,846, respectively (Note 1)460,882 476,935
Other assets 48,967 39,191
Total assets $2,733,697 $2,594,071
Liabilities:
Current liabilities:
Borrowings due within one year (Note 5) $ 243 $ 178
Accounts payable 451,441 433,762
Accrued expenses and other (Note 6) 155,423 143,513
Total current liabilities 607,107 577,453
Long-term debt, less due within one year
(Note 5) 810,695 514,426
Total liabilities 1,417,802 1,091,879
Commitments & contingencies (Notes 9 & 11)
Shareholders' equity (Note 10):
Common stock $1.00 par, authorized 120,000,000
shares, issued 44,335,000 shares and
44,032,000 shares, respectively 44,335 44,032
Additional paid-in capital 434,695 425,180
Retained earnings 1,342,988 1,215,550
Cumulative translation adjustments (41,804) (24,767)
Treasury stock at cost, 7,872,000 shares
and 2,927,000 shares, respectively (464,319) (157,803)
Total shareholders' equity 1,315,895 1,502,192
Total liabilities & shareholders' equity$2,733,697 $2,594,071
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended June 26, 1998, June 27, 1997 and June 28, 1996
(Dollars in thousands, except per share data)
Additional Cumulative Total
Common Paid-in Retained Translation Treasury Shareholders'
Stock Capital Earnings Adjustments Stock Equity
Balance, June 30, 1995 $41,204 $310,843 $ 896,102 $ 814 $ (9,584) $1,239,379
Net income 188,256 188,256
Dividends, $.60 per share (26,008) (26,008)
Cumulative translation adjustments (5,057) (5,057)
Conversion of 6% Subordinated
Debentures 2,445 101,838 104,283
Other, net, principally stock
option and incentive programs 193 5,760 (1,595) 4,358
Balance, June 28, 1996 43,842 418,441 1,058,350 (4,243) (11,179) 1,505,211
Net income 182,763 182,763
Dividends, $.60 per share (25,563) (25,563)
Cumulative translation adjustments (20,524) (20,524)
Repurchase of common stock (147,396) (147,396)
Other, net, principally stock
option and incentive programs 190 6,739 772 7,701
Balance, June 27, 1997 44,032 425,180 1,215,550 (24,767) (157,803) 1,502,192
Net income 151,424 151,424
Dividends, $.60 per share (23,986) (23,986)
Cumulative translation adjustments (17,037) (17,037)
Repurchase of common stock (302,606) (302,606)
Other, net, principally stock
option and incentive programs 303 9,515 (3,910) 5,908
Balance, June 26, 1998 $44,335 $434,695 $1,342,988 $(41,804) $(464,319) $1,315,895
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Years Ended
June 26, June 27, June 28,
1998 1997 1996
Cash flows from operating activities:
Net income $151,424 $182,763 $188,256
Non-cash and other reconciling items:
Depreciation and amortization 50,542 49,398 43,547
Deferred taxes (Note 7) (1,721) (5,137) (14,490)
Other, net (Note 12) 42,936 5,941 19,744
Gain on sale of Channel Master (33,795) - -
209,386 232,965 237,057
Receivables (113,745) (23,492) (81,665)
Inventories (94,300) (86,863) (171,594)
Payables, accruals and other, net 4,717 66,929 18,721
Net cash flows provided from
operating activities 6,058 189,539 2,519
Cash flows from financing activities:
Repurchase of common stock (308,218) (141,784) -
Issuance of commercial paper and bank
debt, net 298,749 28,893 188,022
Proceeds from (payment of) other debt 604 (3,250) (12,274)
Cash dividends (24,548) (25,867) (25,612)
Other, net 3,973 4,541 (1,870)
Net cash flows (used for) provided
from financing activities (29,440) (137,467) 148,266
Cash flows from investing activities:
Purchases of property, plant and
equipment (38,437) (37,346) (55,811)
Disposition/(acquisition) of
operations, net (Note 2) 86,853 (1,359) (96,325)
Net cash flows provided from (used
for)investing activities 48,416 (38,705) (152,136)
Effect of exchange rate changes on cash
and cash equivalents (1,739) (1,863) (173)
Cash and cash equivalents:
- increase (decrease) 23,295 11,504 (1,524)
- at beginning of year 59,312 47,808 49,332
- at end of year $ 82,607 $ 59,312 $ 47,808
Additional cash flow information (Note 12)
See notes to consolidated financial statements
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
Principles of consolidation - The accompanying financial
statements include the accounts of the Company and all of its
subsidiaries. All intercompany accounts and transactions have
been eliminated. The amount of minority interests at the end of
1998 and 1997, which amounts are not material, are included in
the caption "accrued expenses and other".
Inventories - Stated at cost (first-in, first-out) or market,
whichever is lower.
Depreciation and amortization - Depreciation and amortization is
generally provided for by the straight-line method over the
estimated useful lives of the assets.
Goodwill - Goodwill represents the excess of the purchase price
over the fair value of net assets acquired. Except for an
immaterial amount of goodwill applicable to purchases made
before October 31, 1970, goodwill is being amortized on a
straight-line basis over 40 years.
Long-lived assets - Statement of Financial Accounting Standards
No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of",
requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of the assets in question may not be
recoverable. The Company continually evaluates the carrying
value and the remaining economic useful life of all long-lived
assets, and will adjust the carrying value and the related
depreciation and amortization period if and when appropriate.
Income taxes - No provision for U.S. income taxes has been made
for $135,008,000 of cumulative unremitted earnings of foreign
subsidiaries at June 26, 1998 because those earnings are
expected to be permanently reinvested outside the U.S. If such
earnings were remitted to the U.S., any net U.S. income taxes
would not have a material impact on the results of operations of
the Company.
Earnings per share - The Company adopted Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share"
during 1998. Under the new standard, basic earnings per share
is computed based on the weighted average number of common
shares outstanding and excludes any potential dilution; diluted
earnings per share reflects potential dilution from the exercise
or conversion of securities into common stock. Earnings per
share data for all prior periods presented have been restated to
conform with the provisions of SFAS 128. The number of dilutive
securities for 1998, 1997 and 1996 amounting to 448,000 shares,
451,000 shares and 377,000 shares, respectively, relate to stock
options and restricted stock awards.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. Summary of significant accounting policies (Continued):
Cash equivalents - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to
be cash equivalents.
Concentration of credit risk - Financial instruments which
potentially subject the Company to a concentration of credit
risk principally consist of cash and cash equivalents and trade
accounts receivable. The Company invests its excess cash
primarily in overnight Eurodollar time deposits with quality
financial institutions. The Company sells electronic components
and computer products primarily to original equipment
manufacturers, including military contractors and the military,
throughout North America, Europe and the Asia/Pacific region.
To reduce credit risk, management performs ongoing credit
evaluations of its customers' financial condition. The Company
maintains reserves for potential credit losses, but has not
experienced any material losses related to individual customers
or groups of customers in any particular industry or geographic
area.
Derivative financial instruments - Many of the Company's
operations, primarily its international subsidiaries,
occasionally purchase and sell product in currencies other than
their functional currencies. This subjects the Company to the
risks associated with the fluctuations of foreign currency
exchange rates. The Company reduces this risk by utilizing
natural hedging (offsetting receivables and payables) as well as
by creating offsetting positions through the use of derivative
financial instruments, primarily forward foreign exchange
contracts with maturities of less than sixty days. The market
risk related to the foreign exchange contracts is offset by the
changes in valuation of the underlying items being hedged. The
amount of risk and the use of derivative financial instruments
described above is not material to the Company's financial
position or results of operations. The Company does not hedge
its investment in its foreign operations nor its floating
interest rate exposures.
Fiscal year - The Company's fiscal year ends on the Friday
closest to June 30th. Unless otherwise noted, all references to
the "year 1998" or any other "year" shall mean the Company's
fiscal year.
Management estimates - The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. Summary of significant accounting policies (Continued):
New accounting standard - In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes
accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as
either an asset or liability measured at its fair value. SFAS
133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge
accounting criteria are met. Special accounting for qualifying
hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting.
SFAS 133 is effective for fiscal years beginning after June 15,
1999 and will not require retroactive restatement of prior
period financial statements. The Company has not yet quantified
the impact of adopting SFAS 133 on its financial statements, but
does not expect the impact to be material.
2. Acquisitions and dispositions:
Since July 1, 1995, the Company has completed nine acquisitions
- one in the United States, three in Europe, four in the
Asia/Pacific region and one in South Africa. Five of the
acquisitions were completed in 1998 and four were completed
during 1996. All acquisitions have been accounted for as
purchases.
The acquisitions completed in 1998 consisted of ECR Sales
Management, Inc., EXCEL-MAX Pte Ltd., CiNERGi Pte Ltd., Bytech
Systems Ltd. and Optilas International SA.
The acquisitions completed in 1996 consisted of VSI Electronics,
Setron Schiffer-Electronik GmbH & Co., KG, a 70% interest in the
Science and Technology Division of Mercuries and Associates,
Ltd. and an 80% interest in Kopp Electronics Limited.
Cash expended (net of cash on the books of the companies
acquired) in 1998 and 1996 relating to these acquisitions
totaled approximately $9,378,000 and $119,000,000, respectively.
Cash expended for the acquisition of operations in 1997 includes
a deferred payment and cash paid for professional and other fees
associated with various acquisitions completed during 1996. In
the aggregate, the operations acquired during 1998 and 1996 had
sales totaling approximately $119,000,000 and $240,000,000,
respectively, during the fiscal year of each such operation
immediately preceding its acquisition. The historical results
of operations of the companies acquired would not have had a
material effect on the Company's results of operations in 1998
and 1996, on a pro forma basis.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Acquisitions and dispositions: (continued)
In October 1997, the Company completed the disposition of its
Channel Master business, and as of June 26, 1998, disposed of
its Avnet Industrial business (see Note 14).
3. Inventories:
June 26, June 27,
(Thousands) 1998 1997
Finished goods $ 967,472 $ 917,751
Work-in-process 8,244 13,714
Raw materials 86,023 75,609
$1,061,739 $1,007,074
4. Property, plant and equipment, net:
June 26, June 27,
(Thousands) 1998 1997
Land $ 5,231 $ 6,740
Buildings 54,948 72,846
Machinery, fixtures and equipment 262,401 286,582
Leasehold improvements 13,603 7,333
336,183 373,501
Less accumulated depreciation
and amortization 180,692 191,992
$155,491 $181,509
Depreciation and amortization expense related to property, plant
and equipment was $37,156,000, $35,815,000 and $30,546,000 in
1998, 1997 and 1996, respectively.
5. External financing:
June 26, June 27,
(Thousands) 1998 1997
6 7/8% Notes due March 15, 2004 $100,000 $100,000
Commercial Paper 394,950 319,400
Bank Syndicated Credit Facility 302,759 80,600
Other 13,229 14,604
810,938 514,604
Less borrowings due within one year 243 178
Long-term debt $810,695 $514,426
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. External financing: (continued)
In the first quarter of 1998, the Company renegotiated its
revolving credit agreement with a syndicate of banks led by
NationsBank of North Carolina, N.A. ("NationsBank"). The
agreement provides a five-year facility with a line of credit of
up to $700,000,000 (increased from the previous amount of
$400,000,000). This credit facility is currently being used
primarily as a backup facility to the Company's commercial
paper program and as a primary funding vehicle for U.S. and
foreign currency denominated borrowings at floating rates of
interest. At June 26, 1998, the approximate weighted average
interest rates on outstanding commercial paper, U.S. dollar
denominated borrowings, and foreign currency denominated
borrowings were 5.6%, 5.8% and 4.2%, respectively, and at June
27, 1997 were 5.7% and 3.6%, respectively, on commercial paper
and foreign currency denominated borrowings. (There were no U.S.
dollar denominated borrowings outstanding under the syndicated
credit facility at June 27, 1997.) The Company was in
compliance with the various covenants contained in the
agreement. The Company also has in place an additional credit
facility with NationsBank which provides a line of credit of up
to $100,000,000, of which no amounts were outstanding at June
26, 1998.
At June 26, 1998, the fair value of the 6 7/8% Notes due March
15, 2004 was approximately $101,990,000.
Subsequent to the end of 1998, the Company issued $200,000,000
of 6.45% Notes due August 15, 2003.
Annual payments on external financing in 1999, 2000, 2001, 2002
and 2003 will be $243,000, $2,319,000, $279,000, $220,000 and
$706,204,000, respectively.
6. Accrued expenses and other:
June 26, June 27,
(Thousands) 1998 1997
Payroll, commissions and related $ 56,282 $ 56,400
Insurance 16,757 16,290
Income taxes 14,590 24,163
Dividends payable 5,647 6,209
Other 62,147 40,451
$155,423 $143,513
7. Income taxes:
The Company follows the liability method of accounting for
income taxes. Deferred income taxes are recorded for temporary
differences between the amount of income and expense reported
for financial reporting and tax purposes.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Income taxes: (continued)
A reconciliation between the federal statutory tax rate and the
effective tax rate is as follows:
Years Ended
June 26, June 27, June 28,
1998 1997 1996
Federal statutory rate 35.0% 35.0% 35.0%
State and local income taxes,
net of federal benefit 5.3 5.1 4.7
Amortization of goodwill 1.9 1.4 1.3
Other, net 1.2 .2 1.1
Effective tax rate 43.4% 41.7% 42.1%
The components of the provision for income taxes are indicated
in the next table. The provision (future tax benefit) for
deferred income taxes results from temporary differences arising
principally from inventory valuation, accounts receivable
valuation, certain accruals and depreciation.
Years Ended
(Thousands) June 26, June 27, June 28,
1998 1997 1996
Current:
Federal $ 89,456 $ 97,433 $101,408
State and local 22,371 26,018 25,065
Foreign 5,816 12,342 24,800
Total current taxes 117,643 135,793 151,273
Deferred:
Federal (1,163) (4,101) (12,857)
State and local (538) (1,228) (1,773)
Foreign (20) 192 140
Total deferred taxes (1,721) (5,137) (14,490)
Provision for income taxes $115,922 $130,656 $136,783
The significant components of deferred tax assets and
liabilities included on the balance sheet as of the beginning
and end of 1998 were as follows:
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. Income taxes (Continued):
(Thousands) June 26, June 27,
1998 1997
Deferred tax assets:
Inventory valuation $13,799 $ 10,139
Accounts receivable valuation 3,242 7,727
Various accrued liabilities and other 21,321
18,195
38,362 36,061
Deferred tax liabilities:
Depreciation and amortization of
property, plant and equipment 2,834 1,657
Other 923 3,268
3,757 4,925
Net deferred tax assets $34,605 $31,136
8. Pension and profit sharing plans:
During the three years ended June 26, 1998, the following
amounts were charged (credited) to income under the Company's
pension plan, 401(k) plan and a profit sharing plan:
Years Ended
(Thousands) June 26, June 27, June 28,
1998 1997 1996
Pension $1,454 $ 953 $ (416)
401(k) 553 606 475
Profit sharing 427 1,413 1,407
The Company's noncontributory defined benefit pension plan and
its 401(k) plan cover substantially all domestic employees,
except for those employed at Channel Master, which was sold
during 1998, and who were covered by a profit sharing plan. The
noncontributory pension plan was amended as of January 1, 1994
to provide defined benefits pursuant to a cash balance feature
whereby a participant accumulates a benefit based upon a
percentage of current salary, which varies with age, and
interest credits. At June 26, 1998, the market value of the
pension plan assets was $167,451,000 and these assets were
comprised of common stocks (62%), U.S. Government securities
(15%), corporate debt obligations (21%) and money market funds
(2%).
In each of the last three years, the assumed interest rate and
the expected return on plan assets were 8% and 9%, respectively.
Under the cash balance plan, service costs are based solely on
current year salary levels; therefore, projected salary
increases are not taken into account. The pertinent
calculations covering the pension (charge)/credit, obligations
and prepaid pension cost are summarized below:
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Pension and profit sharing plans: (continued)
Years Ended
(Thousands) June 26, June 27, June 28,
1998 1997 1996
Earned:
Return on Plan assets - actual$27,222 $27,810 $13,274
Higher than expected
return - deferred (15,911) (17,024) (3,057)
Expected return 11,311 10,786 10,217
Amortization of 7/1/85 excess
assets 2,830 2,830 2,830
Amortization of prior service
credits 321 321 321
14,462 13,937 13,368
Less benefits:
Present value of benefits
earned during year 6,860 6,302 6,047
Interest on projected benefit
obligation 9,056 8,588 6,905
15,916 14,890 12,952
Net (charge)/credit to income$ (1,454) $ (953) $ 416
Funded status of the Plan:
(Thousands) June 26, June 27, June 28,
1998 1997 1996
Projected benefit obligation:
Vested benefits $136,213 $114,679 $ 95,420
Non-vested benefits 4,770 3,632 3,956
Accumulated and projected
benefit obligation 140,983 118,311 99,376
Unamortized 7/1/85 excess assets 7,639 10,469 13,299
Cumulative differences in:
Return on Plan assets 44,785 28,874 11,850
Projected benefit obligation (35,551) (22,197) (11,891)
Unamortized prior service credits 2,614 2,935 3,256
160,470 138,392 115,890
Less market value of Plan assets167,451 146,826 125,277
Prepaid pension cost $ 6,981 $ 8,434 $ 9,387
The unamortized prior service credit is due to the adoption of
the cash balance plan. Not included in the above tabulations
are pension plans of certain non-U.S. subsidiaries which are not
material.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. Long-term leases:
The Company leases many of its operating facilities and is also
committed under lease agreements for transportation and
operating equipment. Rent expense charged to operations for the
three years ended June 26, 1998 is as follows:
Years Ended
(Thousands) June 26, June 27, June 28,
1998 1997 1996
Buildings $21,288 $18,297 $17,899
Equipment 4,938 4,278 4,228
$26,226 $22,575 $22,127
At June 26, 1998, aggregate future minimum lease commitments,
principally for buildings, in 1999, 2000, 2001, 2002, 2003 and
thereafter (through 2014) are $23,427,000, $18,842,000,
$14,582,000, $12,195,000, $9,047,000 and $20,021,000,
respectively.
10. Stock-based compensation plans:
Stock option plans:
The Company has five stock option plans with shares still
available for grant:
1990 and 1996 1988, 1995 and 1997
Qualified Plans Non-Qualified Plans
Minimum exercise price 1990 Plan - 100% 1988 Plan - 50%
as a percentage of fair 1996 Plan - 100% 1995 Plan - 85%
market value at date 1997 Plan - 85%
of grant
Life of options 10 years 10 years
Exercisable In whole or 25% annually
installments after one year
Plan termination date 1990 Plan 11/28/00 1988 Plan12/31/98
1996 Plan 12/31/06 1995 Plan 8/31/05
1997 Plan 11/19/07
Shares available for 1990 Plan 51,925 1988 Plan 5,180
grant at June 26, 1998 1996 Plan 956,500 1995 Plan 16,875
1997 Plan1,000,000
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Stock-based compensation plans (Continued):
Under the non-qualified plans, the excess of the fair market
value at the date of grant over the exercise price is considered
deferred compensation which is amortized and charged against
income as it is earned.
Pertinent information covering options is as follows:
Option and market prices
are per share 1998 1997 1996
Outstanding at end of year:
Shares - Total 2,382,905 2,212,088 1,777,061
Exercisable 1,079,155 923,963 766,936
Option prices $13.50-65.25$13.50-62.50 $13.50-47.00
Market prices at
date granted $22.50-65.25$19.75-62.50 $19.75-51.81
Granted:
Shares 557,500 661,000 389,500
Option prices $53.00-65.25$48.75-62.50 $28.00-47.00
Exercised:
Shares 302,783 189,473 192,838
Option prices $14.00-48.75$14.00-47.00 $14.00-38.50
Canceled and expired:
Shares 83,900 36,500 34,723
Option prices $36.75-63.25$24.25-48.75 $17.63-47.00
Employee stock purchase plan:
In October 1995, the Company implemented the Avnet Employee
Stock Purchase Plan (ESPP). Under the terms of the ESPP,
eligible employees of the Company are offered options to
purchase shares of Avnet Common Stock at a price equal to 85% of
the fair market value on the first or last day, whichever is
lower, of each monthly offering period. A total of 500,000
shares of Avnet common stock were initially reserved for sale
under the ESPP. At June 26, 1998, employees had purchased
353,614 shares and 146,386 shares were still available for
purchase under the ESPP.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Stock-based compensation plans (Continued):
Incentive stock:
The Company has an Incentive Stock Program wherein a total of
250,630 shares were still available for award at June 26, 1998
based upon operating achievements. Delivery of incentive shares
is spread equally over a four-year period and is subject to the
employee's continuance in the Company's employ. As of June 26,
1998, 68,794 shares previously awarded have not yet been
delivered. The program will terminate on December 31, 1999.
At June 26, 1998, 4,879,195 common shares were reserved for
stock options (including the ESPP) and stock incentive programs.
Pro forma information:
The Company follows Accounting Principles Board Opinion 25
("APB 25"), "Accounting for Stock Issued to Employees" in
accounting for its stock-based compensation plans. In applying
APB 25, no expense was recognized for options granted under the
various stock option plans (except in the rare circumstances
where the exercise price was less than the fair market value on
the date of the grant) nor was expense recognized in connection
with shares purchased by employees under the ESPP. Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation" requires disclosure of pro forma
net income as if a fair value-based method of measuring stock-
based compensation had been applied. Because the SFAS 123
method of accounting has not been applied to options granted
prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future
years. Reported and pro forma net income are as follows:
(Thousands, except earnings per share)
Years Ended
June 26, June 27, June 28,
1998 1997 1996
Net income:
As reported $151,424 $182,763 $188,256
Pro forma 146,599 179,835 187,059
Diluted earnings per share:
As reported $3.80 $4.25 $4.31
Pro forma 3.70 4.20 4.29
The fair value of the stock options granted is estimated on the
date of grant using the Black-Scholes option pricing model. The
weighted average assumptions used, and the weighted average
estimated fair value of an option granted are as follows:
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Stock-based compensation plans (Continued):
Years Ended
June 26, June 27, June 28,
1998 1997 1996
Expected life (years) 6.0 5.7 5.0
Risk-free interest rate 6.1% 6.7% 5.5%
Volatility 23.0% 24.0% 23.0%
Dividend yield 1.0% 1.2% 1.3%
Weighted average fair value $20.87 $16.75 $12.76
11. Contingent liabilities:
From time to time, the Company may become liable with respect to
pending and threatened litigation, taxes and environmental and
other matters. The Company has been designated a potentially
responsible party or has had other claims made against it in
connection with environmental clean-ups at several sites. Based
upon the information known to date, the Company believes that it
has appropriately reserved for its share of the costs of the
clean-ups and it is not anticipated that any contingent matters
will have a material adverse impact on the Company's financial
condition, liquidity or results of operations.
12. Additional cash flow information:
Other non-cash and reconciling items primarily includes
provisions for doubtful accounts and in 1998 also included
certain non-recurring items (see Note 14), and in 1997 is net of
the gain on the sale of the Company's former Culver City,
California facility of $7,578,000.
In the first quarter of 1996, the entire amount of outstanding
6% Convertible Subordinated Debentures due 2012 ($105,263,000 at
June 30, 1995) was converted into common stock or redeemed for
cash.
The net cash disbursed in each of the three years in connection
with acquisitions (See Note 2), as well as the net cash
collected in those years from dispositions, are reflected as
"cash flows from disposition/acquisition of operations, net".
Interest and income taxes paid were as follows:
Years Ended
June 26, June 27, June 28,
(Thousands) 1998 1997 1996
Interest $ 38,906 $ 26,123 $28,019
Income taxes 126,851 145,387 139,600
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. Segment and geographic information:
The Company has operated primarily in one industry segment
through its Electronic Marketing Group, which has distributed
electronic components and computer products. For each of the
last three years, the Electronic Marketing Group's sales,
operating income and identifiable assets were greater than 91%
of the comparable consolidated totals. For the years presented,
the Company's other industry segment, the Video Communications
Group, individually accounted for less than 5% of the Company's
consolidated sales, operating income and identifiable assets.
Geographic information is as follows:
Years Ended
June 26, June 27, June 28,
(Millions) 1998 1997 1996
Sales:
Domestic operations $4,450.4 $4,044.5 $3,839.9
Foreign operations 1,465.9 1,346.1 1,367.9
$5,916.3 $5,390.6 $5,207.8
Operating income:
Domestic operations $ 264.4 $ 299.5 $ 293.9
Foreign operations 34.1 52.0 77.2
Corporate (27.3) (23.8) (22.1)
$ 271.2 $ 327.7 $ 349.0
Identifiable assets:
Domestic operations $1,845.6 $1,831.0 $1,722.1
Foreign operations 815.3 663.3 718.4
Corporate 72.8 99.8 81.2
$2,733.7 $2,594.1 $2,521.7
Information for the Company's primary industry segment, the
Electronic Marketing Group (domestic and foreign), is as
follows:
Years Ended
June 26, June 27, June 28,
(Millions) 1998 1997 1996
Sales $5,877.8 $5,224.4 $5,004.9
Operating income 295.5 339.4 353.3
Identifiable assets 2,576.7 2,381.3 2,346.3
Property, plant and equipment:
Additions 42.0 31.2 50.1
Depreciation 30.0 27.4 24.1
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. Non-recurring items:
Reorganization charges:
During the fourth quarter of 1998, the Company recorded
$35,400,000 pre-tax and $21,200,000 after-tax ($0.57 per share
on a diluted basis for the fourth quarter) of incremental
special charges associated principally with the reorganization
of its EMG Americas operation. Approximately $25,700,000 of the
pre-tax charge is included in operating expenses and $9,700,000
is included in cost of sales. These charges include severance,
real property lease termination costs, inventory reserves
required related to supplier terminations, the writedown of
goodwill and other items. The writedown of goodwill relates to
a small underperforming operating unit. Of the special charges
of $35,400,000 pre-tax, approximately $17,100,000 will not
require an outflow of cash and $18,300,000 will require the use
of cash ($9,500,000 of the $18,300,000 has been expended as of
the end of 1998).
The Company is planning to reorganize its EMG EMEA operations
along lines similar to that of EMG Americas and expects to
record a charge associated therewith during the first quarter of
1999. However, some initial reorganization steps have been
taken, and the relevant costs were included in the Company's
fourth quarter 1998 special charges referred to above. In
addition, there will be additional special costs incurred in the
first quarter of 1999 relating to the EMG Americas
reorganization. These costs will include primarily employee
relocation and special incentives.
Dispositions and other:
In the second quarter of 1998, the Company recorded a gain on
the sale of Channel Master amounting to $33,795,000 pre-tax,
offset somewhat in operating expenses by costs relating to the
divestiture of Avnet Industrial, the closure of the Company's
corporate headquarters in Great Neck, New York, and the
anticipated loss on the sale of Company-owned real estate,
amounting to $13,300,000 in the aggregate. The effect of these
items is to increase income before income taxes, net income and
diluted earnings per share by approximately $20,500,000,
$8,700,000 and $0.21 per share for the second quarter,
respectively.
In total, the non-recurring items recorded in 1998 as discussed
above negatively impacted income before income taxes, net income
and diluted earnings per share by $14,905,000, $12,500,000 and
$0.32 per share, respectively. The impact of the non-recurring
items on diluted earnings per share for 1998 ($0.32) was $0.04
less than the sum of the applicable amounts for the second
quarter and fourth quarter ($0.21 per share less $0.57 per
share) due to the effect of the Company's stock repurchase
program on the weighted average number of shares outstanding and
the amount of the non-recurring items.
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. Summary of quarterly results (unaudited)
(Millions, except per share data):
Diluted
Gross Income Earnings
Quarter Sales profit Pre-tax After-tax per share
1st - 98 $1,398.8 $242.0 $ 72.5 $ 42.1 $1.02
- 97 1,281.8 232.5 73.6 42.4 .97
2nd - 98 1,460.8 245.9 94.2 (a) 52.1 (a) 1.27 (a)
- 97 1,331.8 240.0 78.5 45.6 1.05
3rd - 98 1,512.1 252.2 70.8 40.7 1.03
- 97 1,378.4 243.6 80.9 47.4 1.10
4th - 98 1,544.6 240.3 (b) 29.8 (b) 16.5 (b) .44 (b)
- 97 1,398.6 245.7 80.4 47.4 1.13
Year - 98 $5,916.3 $980.4 (a)(b)$267.3(a)(b)$151.4(a)(b)$3.80
(a)(b)(c)
- 97 5,390.6 961.8 313.4 182.8 4.25
(a) Includes the net positive impact of $20.5 million pre-tax, $8.7 million
after-tax and $0.21 per share on a diluted basis of the gain on the sale
of Channel Master, offset by costs related to the divestiture of Avnet
Industrial, the closure of the Company's corporate headquarters in Great
Neck, NY and the anticipated loss on the sale of Company-owned real estate.
(b) Includes incremental special charges associated with the reorganization of
the Company's Electronic Marketing Group, amounting to $35.4 million pre-tax
($9.7 million in gross profit and $25.7 million in operating expenses),
$21.2 million after-tax and $0.57 per share on a diluted basis.
(c) Diluted earnings per share for 1998 in total exceeds by $0.04 the sum of the
applicable amount for each of the quarters of 1998 due to the effect of the
stock repurchase program on the weighted average number of shares
outstanding and the amount of the special items.
SCHEDULE II
AVNET, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended June 26, 1998, June 27, 1997 and June 28, 1996
(Thousands)
Column A Column B Column C Column D Column E
Additions
(1) (2)
Description Balance at Charged to Charged to
beginning of costs and other accounts Deductions- Balance at
period expenses -describe describe end of period
1998
Allowance for doubtful accounts $27,915 $12,482 147 (a) $ 8,680 (b) $31,807
748 (c) 805 (d)
Reorganization charges (Note 14) -- 35,400 -- 17,100 (e) 8,800
9,500 (f)
1997
Allowance for doubtful accounts 34,615 10,107 588 (a) 17,395 (b) 27,915
1996
Allowance for doubtful accounts 23,421 19,073 420 (a) 8,904 (b) 34,615
605 (c)
(a)Recovery of amounts
previously written off
(b)Uncollectible accounts
written off
(c)Acquisitions
(d)Dispositions
(e)Non-cash write downs
(f)Cash payments
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3A(i). Certificate of Incorporation of the Company as currently in
effect (incorporated by reference).
3A(ii). Certificate of Amendment of the Certificate of Incorporation
of Avnet, Inc., filed with the New York Department of State
on August 13, 1998 (incorporated herein by reference to the
Company's Current Report on Form 8-K dated September 18,
1998, Exhibit 3).
3B. By-laws of the Company (incorporated herein by reference to
the Company's Current Report on Form 8-K dated February 12,
1996, Exhibit 3(ii)).
4. Note: The total amount of securities authorized under any
instrument which defines the rights of holders of Company's
long-term debt does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.
Therefore, none of such instruments are required to be filed
as exhibits to this Report. The Company agrees to furnish
copies of such instruments to the Commission upon request.
Executive Compensation Plans and Arrangements
10A. Employment Agreement dated September 25, 1997 between the
Company and Roy Vallee (incorporated herein by reference to
the Company's Current Report on Form 8-K dated September 25,
1997, Exhibit 99).
10B. Amendment dated March 31, 1998 to Restated Employment
Agreement between the Company and Leon Machiz dated June 29,
1996 (incorporated herein by reference to the Company's
Current Report on Form 8-K dated September 18, 1998, Exhibit
99.1).
10C. Restated Employment Agreement dated June 29, 1996 between the
Company and Leon Machiz (incorporated herein by reference to
the Company's Current Report on Form 8-K dated September 18,
1996, Exhibit 10.1).
10D. Employment Agreement dated June 28, 1997 between the Company
and Steven C. Church (incorporated herein by reference to the
Company's Current Report on Form 8-K dated February 6, 1998,
Exhibit 99.1).
10E. Employment Agreement dated October 13, 1997 between the
Company and Brian Hilton (incorporated herein by reference
to the Company's Current Report on Form 8-K dated February 6,
1998, Exhibit 99.2).
Exhibit
Number Exhibit
10F. Amendment dated May 28, 1998 to Employment Agreement dated
July 22, 1992 between the Company and Keith Williams
(incorporated herein by reference to the Company's Current
Report on Form 8-K dated September 18, 1998, Exhibit 99.2).
10G. Employment Agreement dated July 22, 1992 between the Company
and Keith Williams (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1992, Exhibit No. 10F).
10H. Employment Agreement dated June 29, 1998 between the Company
and David R. Birk (incorporated herein by reference to the
Company's Current Report on Form 8-K dated September 18,
1998, Exhibit 99.3).
10I. Employment Agreement dated June 29, 1998 between the Company
and Raymond Sadowski (incorporated herein by reference to the
Company's Current Report on Form 8-K dated September 18,
1998, Exhibit 99.4).
10J. Avnet 1984 Stock Option Plan (incorporated herein by
reference to the Company's Registration Statement on Form S-
8, Registration No. 2-96800, Exhibit 4-B).
10K. Avnet 1988 Stock Option Plan (incorporated herein by
reference to the Company's Registration Statement on Form S-
8, Registration No. 33-29475, Exhibit 4-B).
10L. Avnet 1990 Stock Option Plan (incorporated herein by
reference to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992, Exhibit 10E).
10M. Avnet 1995 Stock Option Plan (incorporated herein by
reference to the Company's Current Report on Form 8-K dated
February 12, 1996, Exhibit 10).
10N. Avnet 1996 Incentive Stock Option Plan (incorporated herein
by reference to the Company's Registration Statement on Form
S-8, Registration No. 333-17271, Exhibit 99).
10O. Avnet 1997 Stock Option Plan (incorporated herein by
reference to the Company's Registration Statement on Form
S-8, Registration No. 333-45735, Exhibit 99.2).
10P. Avnet Second Incentive Stock Program (incorporated herein by
reference to the Company's Registration Statement on Form S-
8, Registration No. 2-94916, Exhibit 4-B).
10Q 1994 Avnet Incentive Stock Program (incorporated herein by
reference to the Company's Registration Statement on Form S-
8, Registration No. 333-00129, Exhibit 99).
Exhibit
Number Exhibit
10R. Stock Bonus Plan for Outside Directors (incorporated herein
by reference to the Company's Current Report on Form 8-K
dated September 23, 1997, Exhibit 99.2).
10S. Retirement Plan for Outside Directors of Avnet, Inc.,
effective July 1, 1993 (incorporated herein by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1992, Exhibit 10I).
10T. Avnet, Inc. Deferred Compensation Plan for Outside Directors
(incorporated herein by reference to the Company's Current
Report on Form 8-K dated September 23, 1997, Exhibit 99.1).
21.* List of subsidiaries of the Company - page 52
23.* Consent of Arthur Andersen LLP - page 53
24. Powers of Attorney (incorporated herein by reference to the
Company's Current Report on Form 8-K dated
September 18, 1998).
27.* Financial Data Schedule (electronic filing only).
*Filed herewith
EXHIBIT 21
AVNET, INC. AND SUBSIDIARIES
SUBSIDIARIES OF AVNET, INC.
JURISDICTION
NAME OF INCORPORATION
Avnet Nortec AB which includes seven subsidiaries Sweden
Allied Electronics, Inc. Delaware
Avnet, Inc. Delaware
Avnet Bytech Ltd. England
Avnet CiNERGi Pte Ltd. Singapore
Avnet Computer Technologies, Inc. Delaware
Avnet Computer Technologies Leasing, Inc. Delaware
Avnet Direct, Inc. Delaware
Avnet EMG GmbH does business as Avnet E2000 Germany
Avnet Setron Elektronik Vertrieb GmbH which includes
two subsidiaries and affiliates Germany
Avnet EMG S.r.l. does business as: Italy
Avnet Adelsy
Avnet DeMico
Avnet EMG Ltd. does business as: England
Avnet Access
Avnet Time
Avnet France, S.A. which includes three subsidiaries France
Avnet GTDG Singapore Pte Limited Singapore
Avnet Holding Corporation II Delaware
Avnet Holding Germany GmbH Germany
Avnet Holdings Limited England
Avnet International (Canada) Ltd. Ontario
Avnet Kopp (Pty.) Limited which includes two subsidiaries South Africa
Avnet Lyco Limited which includes one subsidiary Ireland
Avnet Marketing Services California
Avnet - Mercuries Company Limited Taiwan
Avnet de Mexico, S.A. de C.V. Mexico
Avnet de Puerto Rico, Inc. Puerto Rico
Avnet Pacific Pty. Ltd. Australia
Avnet Pacific (NZ) Limited New Zealand
Avnet WKK Components Limited Hong Kong
BFI-IBEXSA International S.A which includes eight
subsidiaries France
Channel Master Satellite Systems, Inc. New York
Disti Export Trading Corp. Barbados
Optional Systems Resource, Inc. Delaware
Optilas International SA which includes five subsidiaries France
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report included in this Form 10-
K, into the Company's Registration Statement on Form S-3 No. 333-
53691 relating to debt securities of Avnet, Inc. and Registration
Statements on Form S-8 No. 2-84883, No. 2-96800, No. 33-29475, No.
33-43855, No. 033-64765, No. 333-17271, No. 333-45735, No. 2-
94916, No. 333-00129, No. 033-62583 and No. 333-45267 relating to
common stock of Avnet, Inc. issuable under the 1981, 1984, 1988,
1990, 1995, 1996 and 1997 Stock Option Plans, the Avnet Second
Incentive Stock Program, the 1994 Avnet Incentive Stock Program,
the Avnet Employee Stock Purchase Plan and the Avnet Deferred
Compensation Plan, respectively.
s/ARTHUR ANDERSEN LLP
New York, New York
September 23, 1998