10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2017 

Commission File #1-4224

AVNET, INC.

Incorporated in New York

IRS Employer Identification No. 11-1890605

2211 South 47th Street, Phoenix, Arizona 85034

(480) 643-2000

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑	Accelerated filer ☐
Non-accelerated filer ☐(Do not check if a smaller reportingcompany)	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of January  18, 2018, the total number of shares outstanding of the registrant’s Common Stock was 119,945,293 shares, net of treasury shares.

AVNET, INC. AND SUBSIDIARIES

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at December 30, 2017 and July 1, 2017	2
Consolidated Statements of Operations for the second quarters and six months ended December 30, 2017 and December 31, 2016	3
Consolidated Statements of Comprehensive Income for the second quarters and six months ended December 30, 2017 and December 31, 2016	4
Consolidated Statements of Cash Flows for the six months ended December 30, 2017 and December 31, 2016	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	30
PART II. OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6. Exhibits	33
Signature Page	34

1

PART I

FINANCIAL INFORMATION

Item 1.Financial Statements

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 30,		July 1,
	2017		2017
	(Thousands, except share
	amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	589,518	$	836,384
Marketable securities		136,443		281,326
Receivables, less allowances of $50,559 and $47,272, respectively		3,295,014		3,337,624
Inventories		3,285,926		2,824,709
Prepaid and other current assets		269,204		253,765
Total current assets		7,576,105		7,533,808
Property, plant and equipment, net		507,692		519,575
Goodwill		1,181,013		1,148,347
Intangible assets, net		269,743		277,291
Other assets		265,952		220,568
Total assets	$	9,800,505	$	9,699,589
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	243,351	$	50,113
Accounts payable		1,958,145		1,861,635
Accrued expenses and other		554,140		542,023
Total current liabilities		2,755,636		2,453,771
Long-term debt		1,488,066		1,729,212
Other liabilities		308,259		334,538
Total liabilities		4,551,961		4,517,521
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock $1.00 par; authorized 300,000,000 shares; issued 119,600,864 shares and 123,080,952 shares, respectively		119,601		123,081
Additional paid-in capital		1,520,858		1,503,490
Retained earnings		3,724,978		3,799,363
Accumulated other comprehensive loss		(116,893)		(243,866)
Total shareholders’ equity		5,248,544		5,182,068
Total liabilities and shareholders’ equity	$	9,800,505	$	9,699,589

See notes to consolidated financial statements. 

2

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands, except per share amounts)
Sales	$	4,521,636	$	4,273,559	$	9,182,578	$	8,391,663
Cost of sales		3,919,175		3,687,374		7,967,563		7,282,823
Gross profit		602,461		586,185		1,215,015		1,108,840
Selling, general and administrative expenses		478,681		431,555		974,886		795,227
Restructuring, integration and other expenses		36,762		30,400		83,156		59,869
Operating income		87,018		124,230		156,973		253,744
Other income (expense), net		762		(36,514)		16,341		(50,248)
Interest expense		(25,640)		(26,748)		(49,700)		(53,984)
Income from continuing operations before taxes		62,140		60,968		123,614		149,512
Income tax expense		5,346		28,503		8,638		49,359
Income from continuing operations, net of tax		56,794		32,465		114,976		100,153
Income (loss) from discontinued operations, net of tax		(10,070)		70,753		(9,949)		71,908
Net income		46,724		103,218		105,027		172,061
Earnings (loss) per share - basic:
Continuing operations	$	0.47	$	0.25	$	0.94	$	0.78
Discontinued operations		(0.08)		0.55		(0.08)		0.56
Net income per share basic		0.39		0.80		0.86		1.34
Earnings (loss) per share - diluted:
Continuing operations	$	0.47	$	0.25	$	0.93	$	0.77
Discontinued operations		(0.08)		0.54		(0.08)		0.55
Net income per share diluted		0.39		0.79		0.85		1.32
Shares used to compute earnings per share:
Basic		120,400		127,901		121,543		127,716
Diluted		121,749		130,347		122,867		130,055
Cash dividends paid per common share	$	0.18	$	0.17	$	0.36	$	0.34

See notes to consolidated financial statements.

3

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Net income	$	46,724	$	103,218	$	105,027	$	172,061
Other comprehensive income (loss), net of tax:
Foreign currency translation and other		27,941		(182,663)		116,784		(151,002)
Pension adjustments, net		9,250		3,183		10,189		3,802
Total comprehensive income (loss)	$	83,915	$	(76,262)	$	232,000	$	24,861

See notes to consolidated financial statements.

4

AVNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	December 30,		December 31,
	2017		2016
	(Thousands)
Cash flows from operating activities:
Net income	$	105,027	$	172,061
Less: Income (loss) from discontinued operations, net of tax		(9,949)		71,908
Income from continuing operations		114,976		100,153
Non-cash and other reconciling items:
Depreciation		77,510		45,616
Amortization		47,256		11,759
Deferred income taxes		(55,921)		9,312
Stock-based compensation		17,090		32,525
Other, net		22,386		13,069
Changes in (net of effects from businesses acquired and divested):
Receivables		108,459		(127,153)
Inventories		(410,361)		139,672
Accounts payable		75,342		133,698
Accrued expenses and other, net		(55,955)		(55,437)
Net cash flows (used) provided by operating activities - continuing operations		(59,218)		303,214
Net cash flows used by operating activities - discontinued operations		—		(63,124)
Net cash flows (used) provided by operating activities		(59,218)		240,090
Cash flows from financing activities:
Issuance of notes, net of issuance costs		—		296,374
Repayment of notes		—		(378,559)
Borrowings (repayments) under accounts receivable securitization, net		78,000		(264,963)
Borrowings (repayments) under senior unsecured credit facility, net		(99,971)		771,174
Repayments under bank credit facilities and other debt, net		(27,381)		(18,978)
Borrowings of term loans		—		530,756
Repurchases of common stock		(135,458)		—
Dividends paid on common stock		(43,572)		(43,426)
Other, net		(1,214)		13,825
Net cash flows (used) provided by financing activities - continuing operations		(229,596)		906,203
Net cash flows used by financing activities - discontinued operations		—		(16,505)
Net cash flows (used) provided by financing activities		(229,596)		889,698
Cash flows from investing activities:
Purchases of property, plant and equipment		(67,397)		(70,424)
Acquisitions of businesses, net of cash acquired (Note 2)		(14,661)		(798,366)
Other, net		2,402		7,766
Net cash flows used for investing activities - continuing operations		(79,656)		(861,024)
Net cash flows provided (used) by investing activities - discontinued operations		112,664		(3,093)
Net cash flows provided (used) by investing activities		33,008		(864,117)
Effect of currency exchange rate changes on cash and cash equivalents		8,940		(27,007)
Cash and cash equivalents:
— (decrease) increase		(246,866)		238,664
— at beginning of period		836,384		1,031,478
— at end of period	$	589,518	$	1,270,142

See notes to consolidated financial statements.

5

AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation and new accounting pronouncements

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income (loss) and cash flows. All such adjustments are of a normal recurring nature.

The preparation of financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these estimates.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017.

Certain reclassifications have been made in prior periods and the fiscal year to date current periods to conform to the current period presentation.

New accounting pronouncements

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance related to The Tax Cuts and Jobs Act (the “Act”). The Act changes existing United States tax law and includes numerous provisions that will affect the accounting for U.S. income taxes under ASC 740. SAB 118 allows registrants to record provisional amounts during a one year “measurement period”. The measurement period ends upon finalization of accounting. During the measurement period, impacts of the Act are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 summarizes three stages of applying the impact of the Act to be applied at each reporting period, to account for and qualitatively disclose the accounting impacts of the Act: (i) the effects of the Act for which accounting is complete; (ii) provisional amounts (or adjustments to provisional amounts) for the effects of the Act where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Act. See Note 8, “Income Taxes” for further discussion of the application of SAB 118 as of December 30, 2017.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and makes certain targeted improvements to simplify the qualification and application of the hedge accounting compared to current GAAP. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements.

In March 2017, the FASB issued Accounting Standards Update 2017-07, Compensation—Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period, and allows only the service cost component to be eligible for capitalization in assets. Other components of the net periodic benefit cost are to be presented separately from the line item that includes the service cost and outside of any subtotal of operating income, and the line item must be appropriately described. If a separate line item is not used, the line item used in the income statement to present the other components of net benefit cost must be disclosed. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within that annual period, with early adoption permitted. The amendment is to be applied retrospectively. The new guidance primarily impacts the income statement

6

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

presentation of net periodic benefit cost and the Company does not believe adoption of this standard will have a material impact on its consolidated financial statements including income before income taxes, but the reported amount of operating income will decrease compared to historical measurements of operating income. Refer to Note 9, “Pension Plan,” for further information on the components of net periodic pension cost.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The update amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of income tax consequences when the transfer occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach should be applied. The Company is currently evaluating the impact of the adoption of ASU 2016-16 on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the consolidated balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update will be effective for the Company in the first quarter of fiscal 2020, using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, as amended (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 is expected to require more judgment and estimates within the revenue recognition process compared to existing GAAP. ASU 2014-09 is required to be adopted by the Company in the first quarter of fiscal 2019.

The Company expects to adopt the requirements of ASU 2014-09 using retrospective adoption to each prior reporting period presented. The company has established an implementation team inclusive of external advisors engaged to assist in evaluating potential differences compared to existing GAAP. The Company has identified its revenue streams and is currently assessing each stream for potential impacts from the adoption of ASU 2014-09. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized. 

The Company’s analysis and evaluation of the new standard will continue through its effective date and a substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the significant number of customers and the related terms and conditions of our contracts that must be reviewed. The Company does not currently expect significant changes in revenue recognition practices for continuing operations compared to existing GAAP.

2. Acquisitions

Premier Farnell

On October 17, 2016, the Company acquired all of the outstanding shares of Premier Farnell Plc (“PF”), a global distributor of electronic components and related products. The cash consideration paid for the acquisition was approximately $841 million, which consisted of £1.85 per share of PF common stock. Additionally, Avnet assumed $242.8 million of debt at fair value.

The PF acquisition was accounted for as a business combination. The purchase price of this acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date.

7

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the final purchase price allocation (in thousands):

Cash	$	46,354
Trade and other receivables, net		187,303
Inventories		328,037
Property, plant and equipment		52,621
Intangible assets		319,966
Total identifiable assets acquired	$	934,281
Accounts payable, accrued liabilities and other current liabilities	$	160,572
Short-term debt		242,814
Other long-term liabilities		150,109
Total identifiable liabilities acquired	$	553,495
Net identifiable assets acquired		380,786
Goodwill		460,534
Net assets acquired	$	841,320

Approximately $10.0 million of goodwill associated with the PF acquisition is expected to be deductible for tax purposes.

Dragon Innovation

In August 2017, the Company acquired Dragon Innovation, Inc. (“Dragon”), a provider of manufacturing logistics services to entrepreneurs. The impact of this acquisition was not material to the Company’s consolidated balance sheets or statements of operations.

3. Discontinued operations and gain on sale

In February 2017, the Company completed the sale of its Technology Solutions (“TS”) business to Tech Data Corporation (the “Buyer”). Included in the gain on sale recorded upon completion of the sale were estimates for certain income taxes due on the gain and additional cash consideration expected from the Buyer related to a closing date net working capital sales price adjustment (the “closing date adjustment”). The Company is finalizing the closing date adjustment with the Buyer as provided for in the sales agreement and has included an estimate of this amount as the principal component of the $269.2 million of prepaid and other current assets as of December 30, 2017. The final closing date adjustment, as determined through the established process outlined in the sales agreement, may be materially different from the Company’s estimate. The impact of any probable changes in the closing date adjustment will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change occurs. Additionally, the income taxes associated with the gain will be impacted by the final geographic allocation of the sales price, which must be agreed to with the Buyer after determination of the closing date adjustment as required in the sales agreement and may be materially different from the Company’s estimates. The impact of any changes in estimated income taxes on the gain will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change in estimate occurs. The Company expects the closing date adjustment to be finalized by the end of fiscal 2018 and the income tax on the gain to be finalized during fiscal 2019.

8

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company received 2.8 million shares of the Buyer’s common stock at closing (the “Shares”), which has been recorded within “Marketable securities” on the Company’s Consolidated Balance Sheets. Unrealized and realized gains or losses due to changes in fair value based upon Level 1 quoted active market prices of the Shares are recorded in “Other income (expense), net” on the Consolidated Statements of Operations. The sales agreement includes time based contractual restrictions related to the Company’s sale of the Shares and as such, the Company entered into economic hedges to reduce the Company’s exposure to price fluctuations of the Shares during the restricted period, which fixes the net amount that the Company will realize upon the sale of the Shares. The Company records changes in fair value related to the economic share price hedges within “Other income (expense), net”, offsetting the changes in fair value of the underlying Shares. During the six months ended December 30, 2017, the Company sold 1.4 million Shares, the net proceeds of which have been included in “Cash flows from investing activities – discontinued operations.”

In connection with the sale of the TS business, the Company entered into a Transition Services Agreement (“TSA”), pursuant to which the Buyer will pay the Company to provide certain information technology, distribution, facilities, finance and human resources related services for various periods of time depending upon the services not to exceed approximately two years from the closing date. Expenses incurred by the Company to provide such services under the TSA are classified within selling, general and administrative expenses and amounts billed to the Buyer to provide such services are classified as a reduction of such expenses. The Buyer has terminated substantially all TSA services outside of certain information technology services and all remaining TSA services are expected to be terminated by the end of fiscal 2018.

Financial results of the TS business for the second quarter and six months ended December 31, 2016 are presented as “Income from discontinued operations, net of tax” on the Consolidated Statements of Operations and are summarized as follows:

	Second Quarter Ended		Six Months Ended
	December 31, 2016
	(Thousands)
Sales	$	2,453,262	$	4,375,464
Cost of sales		2,199,235		3,928,164
Gross profit		254,027		447,300
Selling, general and administrative expenses		158,356		324,381
Restructuring, integration and other expenses		3,316		7,540
Operating income		92,355		115,379
Interest and other expense, net		(10,635)		(10,630)
Income from discontinued operations before income taxes		81,720		104,749
Income tax expense		10,967		32,841
Income from discontinued operations, net of taxes	$	70,753	$	71,908

Included within selling, general and administrative expenses of discontinued operations was $14.1 million and $26.6 million of estimated corporate expenses, excluding general overhead, specific to or benefiting the TS business for the second quarter and six months ended December 31, 2016.

The loss from discontinued operations, net of tax, in the second quarter and first six months of fiscal 2018 substantially all relates to settlement losses associated with the Company’s pension plan due to former TS business employees requesting and receiving distributions from the Company’s pension plan during fiscal 2018. Refer to Note 9, “Pension plan,” for further information on the pension settlement losses.

9

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

4. Goodwill and long-lived assets

Goodwill

The following table presents the change in goodwill by reportable segment for the six months ended December 30, 2017. All of the accumulated impairment was recognized in fiscal 2009.

	Electronic		Premier
	Components		Farnell		Total
	(Thousands)
Carrying value at July 1, 2017 (1)		635,048		513,299		1,148,347
Additions from acquisitions		21,539		—		21,539
Foreign currency translation		6,263		17,662		23,925
Measurement period adjustments		2,530		(15,328)		(12,798)
Carrying value at December 30, 2017 (1)	$	665,380	$	515,633	$	1,181,013

⁽¹⁾ Includes accumulated impairment of $1,045,110

The Company’s reporting units passed goodwill impairment testing using a quantitative impairment model in the fourth quarter of fiscal 2017, however, the Company’s Electronic Components (“EC”) Americas reporting units had an estimated fair value that was not substantially in excess of its carrying value. The Company also evaluates each quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, which would require the Company to perform an interim goodwill impairment test. Indicators that the Company evaluates to determine whether an interim goodwill impairment test is necessary include, but are not limited to (i) a sustained decrease in share price or market capitalization, (ii) changes in the macroeconomic or industry environments, (iii) the results of and the amount of time passed since the last goodwill impairment test and (iv) the long-term expected financial performance of its reporting units.

Intangible Assets

The following table presents the Company’s acquired intangible assets at December 30, 2017, and July 1, 2017, respectively.

	December 30, 2017						July 1, 2017
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	308,024	$	(118,563)	$	189,461	$	277,865	$	(79,578)	$	198,287
Trade name		55,973		(12,500)		43,473		46,915		(6,720)		40,195
Technology and other		54,354		(17,545)		36,809		50,369		(11,560)		38,809
	$	418,351	$	(148,608)	$	269,743	$	375,149	$	(97,858)	$	277,291

10

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Intangible asset amortization expense from continuing operations was $21.8 million and $9.8 million for the second quarters of fiscal 2018 and 2017, respectively, and $47.3 million and $11.8 million for the first six months of fiscal 2018 and 2017, respectively. Intangible assets have a weighted average remaining useful life of approximately 3 years. The following table presents the estimated future amortization expense for the remainder of fiscal 2018, the next five fiscal years and thereafter (in thousands):

Fiscal Year
Remainder of fiscal 2018		43,635
2019		85,765
2020		83,488
2021		40,226
2022		12,685
2023		3,703
Thereafter		241
Total	$	269,743

5. Debt

Short-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Bank credit facilities and other	2.41	%	2.27	%	$	23,351	$	50,113
Accounts receivable securitization program	1.93	%	—			220,000		—
Short-term debt					$	243,351	$	50,113

Bank credit facilities and other consists primarily of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Company including its foreign operations.

The Company has an accounts receivable securitization program (the “Program”) in the United States with a group of financial institutions to allow the Company to transfer, on an ongoing revolving basis, an undivided interest in a designated pool of trade accounts receivable, to provide security or collateral for borrowings up to a maximum of $400 million. The Program does not qualify for off balance sheet accounting treatment and any borrowings under the Program are recorded as debt in the consolidated balance sheets. Under the Program, the Company legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded within “Receivables” in the consolidated balance sheets, totaled $730.8 million and $807.5 million at December 30, 2017, and July 1, 2017, respectively. The Program contains certain covenants relating to the quality of the receivables sold. The Program also requires the Company to maintain certain minimum interest coverage and leverage ratios, which the Company was in compliance with as of December 30, 2017, and July 1, 2017. The Program expires in August 2018 and as a result the Company has classified outstanding balances as short-term debt as of December 30, 2017. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread of 0.40% with a facility fee of 0.40%.

11

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Revolving credit facilities:
Accounts receivable securitization program	—		1.53	%	$	—	$	142,000
Credit Facility	—		2.77	%		—		99,970
Notes due:
June 2020	5.88	%	5.88	%		300,000		300,000
December 2021	3.75	%	3.75	%		300,000		300,000
December 2022	4.88	%	4.88	%		350,000		350,000
April 2026	4.63	%	4.63	%		550,000		550,000
Other long-term debt	1.36	%	1.36	%		451		642
Long-term debt before discount and debt issuance costs						1,500,451		1,742,612
Discount and debt issuance costs - unamortized						(12,385)		(13,400)
Long-term debt					$	1,488,066	$	1,729,212

The Company has a five-year $1.25 billion senior unsecured revolving credit facility (the “Credit Facility”) with a syndicate of banks, consisting of revolving credit facilities and the issuance of up to $150.0 million of letters of credit, which expires in July 2019. Subject to certain conditions, the Credit Facility may be increased up to $1.50 billion. Under the Credit Facility, the Company may select from various interest rate options, currencies and maturities. The Credit Facility contains certain covenants including various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures. The Credit Facility also includes financial covenants requiring the Company to maintain minimum interest coverage and leverage ratios, which the Company was in compliance with as of December 30, 2017, and July 1, 2017. As of December 30, 2017, and July 1, 2017, there were $2.0 million and $3.1 million, respectively, in letters of credit issued under the Credit Facility.

As of December 30, 2017, the carrying value and fair value of the Company’s total debt was $1.73 billion and $1.80 billion, respectively. At July 1, 2017, the carrying value and fair value of the Company’s total debt was $1.78 billion and $1.85 billion, respectively. Fair value for the notes was estimated based upon quoted market prices and for other forms of debt fair value approximates carrying value due to the market based variable nature of the interest rates on those debt agreements.

6. Derivative financial instruments

Many of the Company’s subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Company to the risks associated with fluctuations in foreign currency exchange rates. The Company reduces this risk by utilizing natural hedging (e.g., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign exchange contracts typically with maturities of less than 60 days (“economic hedges”), but no longer than one year. The Company continues to have exposure to foreign currency risks to the extent they are not economically hedged. The Company adjusts any economic hedges to fair value through the consolidated statements of operations primarily within “other income (expense), net.” The fair value of forward foreign exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions “other current assets” or “accrued expenses and other,” as applicable, in the accompanying consolidated balance sheets as of December 30, 2017, and July 1, 2017. The Company’s master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. The Company’s policy is to present derivative financial instruments with the same counterparty as either a net asset or liability when the right of offset exists.

12

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company generally does not hedge its investments in its foreign operations. The Company does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Company’s foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Canadian Dollar, Japanese Yen, Chinese Yuan, Taiwan Dollar and Mexican Peso. The Company also, to a lesser extent, has foreign operations transactions in other European and Asia/Pacific foreign currencies.

The fair values of derivative financial instruments in the Company’s consolidated balance sheets are as follows:

	December 30,		July 1,
	2017		2017
	(Thousands)
Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:
Other current assets	$	4,380	$	7,297
Accrued expenses		2,489		4,142

In addition to amounts included in the above table, there was approximately $12.8 million and $34.0 million as of December 30, 2017 and July 1, 2017, respectively, of accrued expenses related to derivative financial instruments used to economically hedge the fair value changes in marketable securities discussed further in Note 3.

The amounts recorded to other income (expense), net, related to derivative financial instruments for economic hedges are as follows:

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Net derivative financial instrument (loss) gain	$	(1,361)	$	771	$	1,715	$	(8,737)

The above table excludes approximately $27.0 million and $35.0 million for the second quarter and first six months of fiscal 2017, respectively, of derivative financial instrument losses in other income (expenses), net, associated with foreign currency derivative financial instruments purchased to economically hedge the British Pound purchase price of the PF acquisition.

Under the Company’s economic hedging policies, gains and losses on the derivative financial instruments are classified within the same line item in the consolidated statements of operations and as the underlying assets or liabilities being economically hedged.

7. Commitments and contingencies

From time to time, the Company may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

13

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. For certain of these matters it is not possible to determine the ultimate outcome, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the early stages of the related proceedings and investigations. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity, but could possibly be material to its results of operations in any one reporting period.

As of December 30, 2017 and July 1, 2017, the Company had aggregate estimated liabilities of $14.2 million, classified within accrued expenses and other for such compliance-related matters that were reasonably estimable as of such dates.

8. Income taxes

During the second quarter of fiscal 2018, the Company made certain estimates related to the impact of the Act including the remeasurement of deferred taxes at the new expected tax rates. The amounts recorded in the three months ended December 30, 2017 for the remeasurement of U.S. net deferred tax assets principally relate to the reduction in the U.S. corporate income tax rate. The Company has provisionally recorded an expense of $11.1 million to account for these deferred tax impacts. This estimate is provisional as the Company continues to analyze the impacts of the Act, or in certain cases, U.S. Treasury is expected to issue further guidance on the application of certain provisions of the Act.

The Act includes a one-time mandatory repatriation transition tax on certain net accumulated earnings and profits of the Company’s foreign subsidiaries. The Company was not able to make a reasonable estimate of the income tax expense associated with the Company’s approximately $3.3 billion of unremitted foreign earnings as of July 1, 2017, as the required information related to each foreign subsidiaries’ unremitted foreign earnings and related foreign tax credit pools was not readily available. We expect a reasonable estimate to be recorded by the end of fiscal 2018 and the accounting for this aspect of the Act to be complete by the end of the measurement period. As of December 30, 2017, consistent with historical conclusions, the Company’s cash balances held in foreign locations are expected to be permanently reinvested outside the United States as the impact of the Act on the Company’s current position is not yet fully understood and is still under evaluation by the Company.

The Company’s effective tax rate on its income before income taxes from continuing operations was 8.6% in the second quarter of fiscal 2018.  During the second quarter of fiscal 2018, the Company’s effective tax rate was favorably impacted primarily by the mix of income in lower tax jurisdictions, partially offset by the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.  

During the second quarter of fiscal 2017, the Company’s effective tax rate of 46.7% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets created primarily from acquisition related expenses that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

For the first six months of fiscal 2018 the Company’s effective tax rate on its income before income taxes from continuing operations was 7.0%. The effective tax rate for the first six months of fiscal 2018 was favorably impacted primarily by (i) the mix of income in lower tax jurisdictions and (ii) the release of unrecognized tax benefit reserves primarily due to the negotiation of a favorable outcome in a foreign jurisdiction, partially offset by (iii) the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

During the first six months of fiscal 2017, the Company’s effective tax rate of33.0% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

14

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

9. Pension plan

The Company has a noncontributory defined benefit pension plan (the “Plan”) that covers substantially all U.S. employees as of January 1, 2018, and an acquired closed noncontributory defined benefit pension plan in the U.S. covering certain PF employees (collectively, the “Plans”). Components of net period pension cost for the Plans were as follows:

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016 (1)		2017		2016 (1)
	(Thousands)
Service cost	$	3,867	$	10,848	$	7,735	$	21,696
Interest cost		5,783		3,774		11,566		7,548
Expected return on plan assets		(13,757)		(10,588)		(27,514)		(21,176)
Amortization of prior service credits		(393)		(393)		(786)		(786)
Recognized net actuarial loss		3,746		3,851		7,492		7,702
Pension settlement charge		13,984		—		13,984		—
Net periodic pension cost	$	13,230	$	7,492	$	12,477	$	14,984

⁽¹⁾ Includes discontinued operations

The Company contributed $8.0 million to the Plans during the first six months of fiscal 2018 and expects to make an additional contribution to the Plans of $8.0 million in the remainder of fiscal 2018.

The Plans meet the definition of defined benefit plans and as a result, the Company applies ASC 715 pension accounting to the Plans. The Plans, however, are cash balance plans that are similar in nature to defined contribution plans in that a participant’s benefit is defined in terms of stated account balances. The cash balance plans provides the Company with the benefit of applying any earnings on the Plan’s investments beyond the fixed return provided to participants, toward the Company’s future cash funding obligations.

Amounts reclassified out of accumulated other comprehensive income (loss), net of tax, to operating expenses during the second quarters and the first six months of fiscal 2018 and fiscal 2017 were not material and substantially all related to net periodic pension costs including recognition of actuarial losses and amortization of prior service credits.

In connection with the sale of the TS business, a significant number of former employees became terminated vested employees under the Plan. During the second quarter of fiscal 2018, the aggregate amount of former employee withdrawals from the Plan exceeded the pension accounting threshold for fiscal 2018, which required a settlement charge under ASC 715 pension accounting. As a result, the Company recognized a $14.0 million pension settlement charge before taxes in the second quarter of fiscal 2018 classified within loss from discontinued operations.

15

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

10. Shareholders’ equity

Share repurchase program

In November 2017, the Company’s Board of Directors authorized a $200 million increase in the Company’s existing share repurchase program. With this increase, the Company may repurchase up to $1.95 billion of common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors such as share price, corporate and regulatory requirements, and prevailing market conditions. During the second quarter and six months ended December 30, 2017, the Company repurchased 1.7 million and 3.6 million shares, respectively, under this program for a total cost of $67.4 million and $139.4 million, respectively.  As of December 30, 2017, the Company had $459.6 million remaining under its share repurchase authorization.

Common stock dividend

In November 2017, the Company’s Board of Directors approved a dividend of $0.18 per common share and dividend payments of $21.6 million were made in December 2017. During the six months ended December 31, 2017, the Company paid dividends of $0.36 per common share and $43.6 million in total.

11. Earnings per share

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands, except per share data)
Numerator:
Income from continuing operations	$	56,794	$	32,465	$	114,976	$	100,153
Income (loss) from discontinued operations		(10,070)		70,753		(9,949)		71,908
Net income	$	46,724	$	103,218	$	105,027	$	172,061
Denominator:
Weighted average common shares for basic earnings per share		120,400		127,901		121,543		127,716
Net effect of dilutive stock based compensation awards		1,349		2,446		1,324		2,339
Weighted average common shares for diluted earnings per share		121,749		130,347		122,867		130,055
Basic earnings per share - continuing operations	$	0.47	$	0.25	$	0.94	$	0.78
Basic earnings (loss) per share - discontinued operations		(0.08)		0.55		(0.08)		0.56
Basic earnings per share	$	0.39	$	0.80	$	0.86	$	1.34
Diluted earnings per share - continuing operations	$	0.47	$	0.25	$	0.93	$	0.77
Diluted earnings (loss) per share - discontinued operations		(0.08)		0.54		(0.08)		0.55
Diluted earnings per share	$	0.39	$	0.79	$	0.85	$	1.32
Stock options excluded from earnings per share calculation due to anti-dilutive effect		1,508		7		1,508		7

See Note 3 for additional information on income (loss) from discontinued operations.

16

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

12. Additional cash flow information

Non-cash investing and financing activities and supplemental cash flow information were as follows:

	Six Months Ended
	December 30,		December 31,
	2017		2016
	(Thousands)
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	17,765	$	8,661
Non-cash Financing Activities:
Unsettled share repurchases	$	3,971		—
Supplemental Cash Flow Information:
Interest	$	48,061	$	61,062
Income taxes	$	65,245	$	67,200

Included in cash and cash equivalents as of December 30, 2017, and July 1, 2017, was $5.2 million and $208.3 million, respectively, of cash equivalents, which was primarily comprised of investment grade money market funds and overnight time deposits.

13. Segment information

Electronic Components (“EC”) and Premier Farnell (“PF”) are the Company’s reportable segments (“operating groups”). EC markets and sells semiconductors and interconnect, passive and electromechanical devices and integrated components to a diverse customer base serving many end-markets. PF was acquired during the second quarter of the prior year and distributes electronic components and related products to the electronic system design community utilizing multi-channel sales and marketing resources.

17

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Sales:
Electronic Components	$	4,163,519	$	4,004,342	$	8,470,769	$	8,122,446
Premier Farnell		358,117		269,217		711,809		269,217
		4,521,636		4,273,559		9,182,578		8,391,663
Operating income (loss):
Electronic Components	$	129,848	$	166,705	$	269,449	$	351,756
Premier Farnell		35,630		23,974		70,425		23,974
		165,478		190,679		339,874		375,730
Corporate (1)		(19,821)		(26,220)		(52,283)		(49,910)
Restructuring, integration and other expenses		(36,762)		(30,400)		(83,156)		(59,869)
Amortization of acquired intangible assets and other		(21,877)		(9,829)		(47,462)		(12,207)
Operating Income	$	87,018	$	124,230		156,973		253,744
Sales, by geographic area:
Americas (2)	$	1,210,251	$	1,252,606	$	2,395,735	$	2,503,114
EMEA (3)		1,506,015		1,380,694		3,199,000		2,645,988
Asia/Pacific (4)		1,805,370		1,640,259		3,587,843		3,242,561
Sales	$	4,521,636	$	4,273,559	$	9,182,578	$	8,391,663

(1)Corporate is not a reportable segment and represents certain centrally incurred overhead expenses and assets that are not included in the EC and PF measures of profitability or assets. Corporate amounts represent a reconciling item between segment measures and total Avnet amounts reported in the consolidated financial statements.

(2)Includes sales from the United States of $1.12 billion and $1.16 billion for the second quarters ended December 30, 2017, and December 31, 2016, respectively. Includes sales from the United States of $2.21 billion and $2.38 billion for the first six months of fiscal 2018 and 2017, respectively.

(3)Includes sales from Germany and Belgium of $571.3 million and $242.4 million, respectively, for the second quarter ended December 30, 2017, and $1.25 billion and $504.9 million, respectively, for the first six months of fiscal 2018. Includes sales from Germany and Belgium of $518.7 million and $227.5 million, respectively, for the second quarter ended December 31, 2016, and $1.04 billion and $430.2 million, respectively, for the first six months of fiscal 2017.

(4)Includes sales from China (including Hong Kong), Taiwan and Singapore of $639.8 million, $715.3 million and $217.3 million, respectively, for the second quarter ended December 30, 2017, and $1.30 billion, $1.37 billion and $446.2 million, respectively, for the first six months of fiscal 2018. Includes sales from China (including Hong Kong), Taiwan and Singapore of $611.8 million, $597.1 million and $220.6 million, respectively, for the second quarter ended December 31, 2016, and $1.24 billion, $1.19 billion and $453.0 million, respectively, for the first six months of fiscal 2017.

18

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	December 30,		July 1,
	2017		2017
	(Thousands)
Property, plant, and equipment, net, by geographic area:
Americas (1)	$	274,138	$	296,038
EMEA (2)		196,663		186,127
Asia/Pacific		36,891		37,410
Property, plant, and equipment, net	$	507,692	$	519,575

(1)Includes property, plant and equipment, net, of $268.8 million and $289.1 million as of December 30, 2017, and July 1, 2017, respectively, in the United States.

(2)Includes property, plant and equipment, net, of $96.2 million, $50.5 million and $41.1 million in Germany, UK and Belgium, respectively, as of December 30, 2017, and $85.6 million, $52.1 million and $39.8 million in Germany, UK and Belgium, respectively, as of July 1, 2017.

14. Restructuring expenses

Fiscal 2018

During fiscal 2018, the Company executed certain restructuring actions in an effort to integrate acquisitions and reduce future operating expenses. Restructuring expenses are included as a component of restructuring, integration and other expenses in the consolidated statements of operations. The activity related to the restructuring liabilities established during fiscal 2018 is presented in the following table:

			Facility			Asset
	Severance		Exit Costs		Impairments		Other		Total
	(Thousands)
Fiscal 2018 restructuring expenses	$	32,976		157		936		120	$	34,189
Cash payments		(19,253)		(26)		—		(73)		(19,352)
Non-cash amounts		—		—		(936)		—		(936)
Other, principally foreign currency translation		25		4		—		—		29
Balance at December 30, 2017	$	13,748	$	135	$	—	$	47	$	13,930

Severance expense recorded in the first six months of fiscal 2018 related to the reduction, or planned reduction of approximately 600 employees, primarily in executive management, operations, warehouse, sales and business support functions. Facility exit costs primarily consist of liabilities for remaining lease obligations for exited facilities. Asset impairments relate to the impairment of property, plant and equipment as a result of the underlying restructuring activities. Other restructuring costs related primarily to other miscellaneous restructuring and exit costs. Of the $34.2 million in restructuring expenses recorded during the first six months of fiscal 2018, $28.7 million related to EC, $4.2 million related to PF and $1.3 million related to corporate executive and business support functions. The Company expects the majority of the remaining amounts to be paid by the end of fiscal 2018.

19

AVNET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fiscal 2017

During fiscal 2017, the Company incurred restructuring expenses related to various restructuring actions intended to achieve planned synergies from acquired businesses and to reduce future operating expenses. The following table presents the activity during the first six months of fiscal 2018 related to the remaining restructuring liabilities from continuing operations established during fiscal 2017:

			Facility
	Severance		Exit Costs		Total
	(Thousands)
Balance at July 1, 2017	$	12,186	$	76	$	12,262
Cash payments		(8,198)		(78)		(8,276)
Changes in estimates, net		(1,056)		—		(1,056)
Non-cash amounts		—		—		—
Other, principally foreign currency translation		146		2		148
Balance at December 30, 2017	$	3,078	$	—	$	3,078

The Company expects the majority of the remaining amounts to be paid by the end of fiscal 2018.

20

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

For a description of the Company’s critical accounting policies and an understanding of the significant factors that influenced the Company’s performance during the quarter ended December 30, 2017, this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017.

There are references to the impact of foreign currency translation in the discussion of the Company’s results of operations. When the U.S. Dollar strengthens and the stronger exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is a decrease in U.S. Dollars of reported results. Conversely, when the U.S. Dollar weakens and the weaker exchange rates of the current year are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the resulting impact is an increase in U.S. Dollars of reported results. In the discussion that follows, results excluding this impact, primarily for subsidiaries in Europe, the Middle East and Africa (“EMEA”) and Asia/Pacific, are referred to as “constant currency.”

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), the Company also discloses certain non-GAAP financial information, including:

· Sales adjusted for certain items that impact the year-over-year analysis, which includes the impact of certain acquisitions by adjusting Avnet’s prior periods to include the sales of acquired businesses, as if the acquisitions had occurred at the beginning of the earliest period presented. Sales taking into account these adjustments are referred to as “organic sales.”

· Operating income excluding (i) restructuring, integration and other expenses (see Restructuring, Integration and Other Expenses in this MD&A), and (ii) amortization of acquired intangible assets and other. Operating income excluding such amounts is referred to as “adjusted operating income.”

The reconciliation of operating income to adjusted operating income is presented in the following table:

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Operating income	$	87,018	$	124,230	$	156,973	$	253,744
Restructuring, integration and other expenses		36,762		30,400		83,156		59,869
Amortization of acquired intangible assets and other		21,877		9,829		47,462		12,207
Adjusted operating income	$	145,657	$	164,459	$	287,591	$	325,820

Management believes that providing this additional information is useful to readers to better assess and understand operating performance, especially when comparing results with prior periods or forecasting performance for future periods, primarily because management typically monitors the business both including and excluding these adjustments to GAAP results. Management also uses these non-GAAP measures to establish operational goals and, in many cases, for measuring performance for compensation purposes. However, any analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, results presented in accordance with GAAP.

21

OVERVIEW

Organization

Avnet, Inc., founded in 1921 and incorporated in New York in 1955, together with its consolidated subsidiaries (the “Company” or “Avnet”), is a global value-added distributor of electronic components. Avnet creates a vital link in the technology supply chain that connects the world’s leading electronic component manufacturers with a global customer base primarily comprised of original equipment manufacturers, electronic manufacturing services providers and original design manufacturers. Avnet distributes electronic components, as received from its suppliers or through a customized integrated solution, and offers assembly and other value-added services.

Avnet’s two operating groups – Electronic Components (“EC”) and Premier Farnell (“PF”) – have operations in each of the three major economic regions of the world: the Americas; EMEA; and Asia/Pacific, consisting of Asia, Australia and New Zealand (“Asia”). A summary of each operating group is provided in Note 13, “Segment information” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

Results of Operations

Executive Summary

Sales for the second quarter of fiscal 2018 were $4.52 billion, an increase of 5.8% from sales for the second quarter of fiscal 2017 of $4.27 billion. The increase in sales was due to the Company’s acquisition of PF and increased sales EC’s EMEA and Asia regions, offset by sales declines in the Americas region. Sales on an organic basis in constant currency increased year over year by 1.9% with both EC and PF contributing to the increase. 

Gross profit margin for the second quarter of fiscal 2018 remained relatively flat compared to the second quarter of fiscal 2017. EC gross profit margin decreased year over year primarily due to supplier program changes, and a higher percentage of sales coming from the lower-margin Asia region. PF gross profit margin decreased year over year primarily driven by changes in customer mix.

Avnet operating income margin was 1.9% in the second quarter of fiscal 2018 as compared with 2.9% in the second quarter of fiscal 2017. Both periods included amortization and restructuring, integration and other expenses. Excluding these expenses from both periods, adjusted operating income margin was 3.2% in the second quarter of fiscal 2018 as compared to 3.8% in the second quarter of fiscal 2017. EC operating income margin decreased 104 basis points year over year to 3.1% primarily due to the decline in gross profit margin. PF operating income margin increased 105 basis points year over year to 10.0% due primarily to revenue growth and the realization of post-acquisition cost synergies.   

22

Sales

The following tables present the reconciliation of reported sales to organic sales for the second quarters and first six months of fiscal 2017.    

					As Reported				Organic
	As Reported				Year-Year %				Year-Year %
	and Organic		As Reported		Change in		Organic		Change in
	Q2-Fiscal		Year-Year		Constant		Year-Year		Constant
	2018		% Change		Currency		% Change		Currency
	(Dollars in thousands)
Avnet	$	4,521,636	5.8	%	3.1	%	4.6	%	1.9	%
Avnet by region
Americas	$	1,210,251	(3.4)	%	—		(4.8)	%	—
EMEA		1,506,015	9.1		0.8	%	7.0		(1.2)	%
Asia		1,805,370	10.1		10.2		9.8		9.9
Avnet by segment
EC	$	4,163,519	4.0	%	1.4	%	4.0	%	1.4	%
PF		358,117	33.0		27.5		12.3		7.7

	Second Quarter Ended						Six Months Ended
	As						As
	Reported				Organic Sales		Reported				Organic Sales
	Fiscal 2017		Acquisitions (1)		Fiscal 2017		Fiscal 2017		Acquisitions (1)		Fiscal 2017
	(Thousands)
Avnet	$	4,273,559	$	49,639	$	4,323,198	$	8,391,663	$	378,352	$	8,770,015
Avnet by region
Americas	$	1,252,606	$	18,282	$	1,270,888	$	2,503,114	$	154,426	$	2,657,540
EMEA		1,380,694		26,558		1,407,252		2,645,988		178,879		2,824,867
Asia		1,640,259		4,799		1,645,058		3,242,561		45,047		3,287,608
Avnet by segment
EC	$	4,004,342	$	—	$	4,004,342	$	8,122,446	$	—	$	8,122,446
PF		269,217		49,639		318,856		269,217		378,352		647,569

⁽¹⁾ Includes PF acquired on October 17, 2016, which has operations in each Avnet region.

Second quarter sales of $4.52 billion increased 5.8% over the prior year second quarter sales of $4.27 billion primarily due to the acquisition of PF and increased sales in EC’s EMEA and Asia regions. On a regional basis, increased sales in the EC’s EMEA and Asia regions driven by strong demand across many product verticals were offset by a decrease in sales in the Americas region due primarily to supplier channel and program changes.

Organic sales in constant currency increased 1.9% over the prior year second quarter with both operating groups contributing to this increase driven by overall market demand, partially offset by the impact of supplier program changes. 

Sales for the first six months of fiscal 2018 were $9.18 billion, an increase of 9.4% as compared to sales of $8.39 billion for the first six months of fiscal 2017 primarily due to the acquisition of PF. Organic sales for the first six months of 2018 increased $412.6 million over the first six months of fiscal 2017 organic sales primarily due to increases in EMEA and Asia, offset by declines in the Americas.

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Gross Profit and Gross Profit Margins

Gross profit for the second quarter of fiscal 2018 was $602.5 million, an increase of $16.3 million, or 2.8%, from the second quarter of fiscal 2017 gross profit of $586.2 million driven primarily by the acquisition of PF. Gross profit margin remained relatively flat with the year ago second quarter.   

EC gross profit margin decreased year over year primarily due to supplier program changes and a sales mix shift to the lower-margin Asia region. Asia sales represented 42% of the total EC sales in the second quarter of fiscal 2018 as compared with 40% in the second quarter of fiscal 2017. PF gross profit margin decreased year over year primarily driven by customer mix.

Gross profit and gross profit margins were $1.22 billion and 13.2%, respectively, for the first six months of fiscal 2018 as compared with $1.11 billion and 13.2%, respectively, for the first six months of fiscal 2017. Decreases in EC’s gross profit margin due to supplier program changes were offset by increases in gross profit margin due to the acquisition of PF.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A expenses”) were $478.7 million in the second quarter of fiscal 2018, an increase of $47.1 million, or 10.9%, from the second quarter of fiscal 2017. The year-over-year increase in SG&A expenses was primarily due to the acquisition of PF, the impact of changes in foreign currency exchange rates and increased expenses due to sales growth, partially offset by decreases from restructuring actions taken in the trailing twelve months ended December 30, 2017. The increase includes $11.9 million of additional amortization expense year over year from the acquisition of PF.  

Metrics that management monitors with respect to its operating expenses are SG&A expenses as a percentage of sales and as a percentage of gross profit. In the second quarter of fiscal 2018, SG&A expenses as a percentage of sales were 10.6% and as a percentage of gross profit were 79.5%, as compared with 10.1% and 73.6%, respectively, in the second quarter of fiscal 2017. The increases in SG&A expenses as a percentage of sales and as a percentage of gross profit is due primarily to the acquisition of PF and the impact of supplier program changes on EC’s sales and gross profit.

SG&A expenses for the first six months of fiscal 2018 were $974.9 million, or 10.6% of sales, as compared with $795.2 million, or 9.5% of sales, in the first six months of fiscal 2017. SG&A expenses were 80.2% of gross profit in the first six months of 2018 as compared with 71.7% in the first six months of fiscal 2017. The year-over-year increase in SG&A expenses was primarily due to the acquisition of PF and the impact of supplier program changes on EC’s sales and gross profit.

Restructuring, Integration and Other Expenses

As a result of the aforementioned supplier channel and program changes, the focus on lowering overall operating costs, and the integration of PF, the Company has incurred certain restructuring costs. In addition, the Company incurred integration, accelerated depreciation, acquisition/divestiture and other costs. Integration costs are primarily related to the integration of acquired businesses including PF, the integration of certain regional and global businesses including Avnet after the TS divestiture,  and incremental costs incurred as part of the consolidation, relocation, and closure of warehouse and office facilities. Accelerated depreciation relates to the incremental depreciation expense incurred related to the shortening of the estimated useful life of the Company’s enterprise resource planning (“ERP”) system in the Americas compared to depreciation expense based on the original useful life of such ERP system as such ERP system is in the process of being replaced. Acquisition/divestiture costs consist primarily of professional fees and other costs incurred related to the acquisition, divestiture and closure of businesses including the acquisition of PF and the divestiture of TS. Other costs consist primarily of any other miscellaneous costs that relate to restructuring, integration and other expenses.

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The Company recorded restructuring, integration and other expenses of $36.8 million during the second quarter of fiscal 2018. The Company recorded $12.9 million of restructuring costs in the second quarter of fiscal 2018 in order to realize approximately $2.0 million in expected annualized operating cost savings once such restructuring actions initiated before the end of the second quarter of fiscal 2018 are completed. During the second quarter of fiscal 2018, the Company incurred integration costs of $8.2 million, accelerated depreciation of $16.9 million, other costs of $0.2 million and a reversal of $1.4 million for changes in estimates for costs associated with prior year restructuring actions. The after tax impact of restructuring, integration and other expenses were $27.8 million and $0.23 per share on a diluted basis.

During the first six months of fiscal 2018, the Company incurred restructuring costs of $34.2 million, integration costs of $16.4 million, accelerated depreciation of $33.3 million, other costs of $0.7 million and reversals of $1.4 million for changes in estimates for costs associated with prior year restructuring actions. The after tax impact of restructuring, integration and other expenses for the first six months of fiscal 2018 was $57.4 million and $0.47 per share on a diluted basis.

Comparatively, in the second quarter of fiscal 2017, restructuring, integration and other expenses from continuing operations were $30.4 million. The after tax impact of restructuring, integration, and other expenses was $23.0 million and $0.18 per share on a diluted basis.

In the first six months of fiscal 2017, restructuring, integration and other expenses from continuing operations was $59.9 million. The after tax impact of restructuring, integration and other expenses for the first six months of fiscal 2017 was $43.2 million and $0.34 per share on a diluted basis.

See Note 14 “Restructuring expenses” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

Operating Income

Operating income for the second quarter of fiscal 2018 was $87.0 million, a decrease of $37.2 million, or 30.0%, from the second quarter of fiscal 2017 operating income of $124.2 million. The year over year decrease in operating income was primarily driven by declines in the EC’s Americas and EMEA regions due primarily to supplier program changes, partially offset by an increase at PF. Adjusted operating income for the second quarter of fiscal 2018 was $145.7 million, a decrease of $18.8 million, or 11.4%, from the second quarter of fiscal 2017.

EC operating income margin decreased 104 basis points year over year to 3.1% due primarily to supplier program changes partially offset by cost reductions from restructuring actions. PF operating income margin increased 105 basis points year over year to 10.0% due primarily to sales growth and the realization of post-acquisition cost synergies. 

Operating income for the first six months of fiscal 2018 was $157.0 million, or 1.7% of consolidated sales, as compared with operating income of $253.7 million, or 3.0% in the first six months of 2017 primarily driven by declines in EC partially offset by the acquisition of PF. 

Interest Expense and Other Income (Expense), Net

Interest expense in the second quarter of fiscal 2018 was $25.6 million, a decrease of $1.1 million or 4.1%, as compared with interest expense of $26.7 million in the second quarter of fiscal 2017. Interest expense in the first six months of fiscal 2018 was $49.7 million, a decrease of $4.3 million or 7.9%, as compared with interest expense of $54.0 million in the first six months of fiscal 2017.  The decrease in interest expense in the second quarter and first six months of fiscal 2018 compared to the second quarter and first six months of fiscal 2017 was primarily related to the impact of the Company’s repayment of its outstanding term loans and borrowings on its revolving credit facilities, which were used to help fund the PF acquisition.   

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During the second quarter of fiscal 2018, the Company had $0.8 million of other income, net, as compared with $36.5 million of other expense, net, in the second quarter of fiscal 2017. During the first six months of fiscal 2017, the Company recognized $16.3 million of other income as compared with $50.2 million of other expenses in the first six months of fiscal 2017. In the first six months of fiscal 2018, the Company had foreign currency gains primarily due to the strengthening of the Euro compared to the U.S. Dollar and British Pound. In the second quarter and first six months of fiscal 2017, the Company incurred additional financing and economic foreign currency hedging costs associated with the PF acquisition.

Income Tax Expense

The Company’s effective tax rate on its income before income taxes from continuing operations was 8.6% in the second quarter of fiscal 2018. During the second quarter of fiscal 2018, the Company’s effective tax rate was favorably impacted primarily by the mix of income in lower tax jurisdictions, partially offset by the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

During the second quarter of fiscal 2017, the Company’s effective tax rate of 46.7% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets created primarily from acquisition related expenses that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

For the first six months of fiscal 2018 the Company’s effective tax rate on its income before income taxes from continuing operations was 7.0%. The effective tax rate for the first six months of fiscal 2018 was favorably impacted primarily by (i) the mix of income in lower tax jurisdictions and (ii) the release of unrecognized tax benefit reserves primarily due to the negotiation of a favorable outcome in a foreign jurisdiction, partially offset by the (iii) tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

During the first six months of fiscal 2017, the Company’s effective tax rate of 33% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

See Note 8 “Income taxes” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q.

Income from Discontinued Operations

Loss from discontinued operations was $10.1 million and $9.9 million in the second quarter and the first six months of fiscal 2018, respectively, primarily as a result of settlement losses associated with the Company’s pension plan due to former TS business employees requesting and receiving distributions from the Company’s pension plan during fiscal 2018.  Refer to Note 9, “Pension Plan,” for further information on the pension settlement losses.

Income from discontinued operations was $70.8 million and $71.9 million in the second quarter and the first six months of fiscal 2017, respectively due to the operating results of the TS business, which was sold in the third quarter of fiscal 2017.

See Note 3, “Discontinued operations” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information and detail on the financial results of discontinued operations.

Net Income

As a result of the factors described in the preceding sections of this MD&A, the Company’s net income for the second quarter of fiscal 2018 was $46.7 million, or $0.38 per share on a diluted basis, as compared with $103.2 million, or $0.79 per share on a diluted basis, in the second quarter of fiscal 2017. 

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As a result of the factors described in the preceding sections of this MD&A, the Company’s net income for the first six months of fiscal 2018 was $105.0 million, or $0.85 per share on a diluted basis, as compared with $172.1 million, or $1.32 per share on a diluted basis, in the first six months of fiscal 2017. 

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Cash Flow from Operating Activities

During the first six months of fiscal 2018, the Company used $59.2 million of cash from its operating activities compared to a cash generation of  $240.1 million in the first six months of fiscal 2017. These operating cash flows were comprised of: (i) cash flow generated from net income from continuing operations, adjusted for the impact of non-cash and other items, which includes depreciation and amortization expenses, deferred income taxes, stock-based compensation expense and other non-cash items (including provisions for doubtful accounts and net periodic pension costs), (ii) cash flows used for, or generated from, working capital and other, excluding cash and cash equivalents, and (iii) operating cash flows used for, or generated from, the TS business, which is classified as a discontinued operation. Cash used for working capital and other was $282.5 million during the first six months of fiscal 2018, including an increase in inventories of $410.4 million and a decrease in accrued expenses and other of $56.0 million. The Company utilized cash to invest in inventory levels primarily as a result of a strong book to bill and lengthening purchasing lead times. The increase in cash used was partially offset by a decrease in accounts receivable of $108.5 million and an increase in accounts payable of $75.3 million. Comparatively, cash generated from working capital and other was $90.8 million during the first six months of fiscal 2017, including a decrease in inventories of $139.7 million and an increase in accounts payable of $133.7 million, partially offset by an increase in accounts receivable of $127.2 million and a decrease in accrued expenses and other of $55.4 million.

Cash used for operating activities of discontinued operations was $63.1 million in the first six months of fiscal 2017 as the sale of the TS business was completed in the third quarter of fiscal 2017.  

Cash Flow from Financing Activities

During the first six months of fiscal 2018, the Company received net proceeds of $78.0 million under the Company’s accounts receivable securitization program. During the first six months of fiscal 2018, the Company repaid  $27.4 million from borrowings of various bank credit facilities and $100.0 million under the Company’s Credit Facility. During the first six months of fiscal 2018, the Company paid dividends on common stock of $43.6 million and repurchased $135.5 million of common stock.

During the first six months of fiscal 2017, the Company received net proceeds of $296.4 million as a result of the issuance of $300.0 million of 3.75% Notes due December 2021. Additionally, the Company received net proceeds of $530.8 million and $771.2 million from borrowings under the Term Loan and from the Company’s Credit Facility, respectively. During the first six months of fiscal 2017, the Company repaid $378.6 million of notes and acquired debt and made net repayments of $265.0 million under the Company’s accounts receivable securitization program. During the first six months of fiscal 2017, the Company repaid $19.0 million from borrowings of various bank credit facilities and paid dividends on common stock of $43.4 million.

Cash Flow from Investing Activities

During the first six months of fiscal 2018, the Company used $67.4 million for capital expenditures primarily related to information system development costs, computer hardware and software purchases and facilities costs compared to $70.4 million for capital expenditures in the first six months of fiscal 2017. During the first six months of fiscal 2018, the Company used $14.7 million of cash for acquisitions, which is net of the cash acquired compared to $798.4 million of cash for acquisitions, which is net of the cash acquired in the first six months of fiscal 2017.  

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During the first six months of fiscal 2018, the Company generated $112.7 million of cash from investing activities – discontinued operations, substantially all driven by the sale of marketable securities obtained through the sale of the TS business.

Contractual Obligations

For a detailed description of the Company’s long-term debt and lease commitments for the next five years and thereafter, see Long-Term Contractual Obligations appearing in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017. With the exception of the Company’s debt transactions discussed herein, there are no material changes to this information outside of normal borrowings and repayments of long-term debt and operating lease payments. The Company does not currently have any material non-cancellable commitments for capital expenditures or inventory purchases.

Financing Transactions

See Note 5, “Debt” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on financing transactions including the Credit Facility, the Program, and other outstanding debt as of December 30, 2017. The Company was in compliance with all covenants under the Credit Facility and the Program as of December 30, 2017.

The Company has various lines of credit and other forms of bank debt in the U.S. and various foreign locations to fund the short-term working capital, foreign exchange, overdraft and letter of credit needs of its wholly owned subsidiaries. Avnet generally guarantees its subsidiaries’ obligations under such debt facilities. Outstanding borrowings under such forms of debt at the end of second quarter of fiscal 2018 was $0.9 million.

Liquidity

The Company held cash and cash equivalents of $589.5  million as of December 30, 2017, of which $568.7  million was held outside the United States. As of July 1, 2017, the Company held cash and cash equivalents of $836.4 million, of which $619.5 million was held outside of the United States.

As of the end of the second quarter of fiscal 2018, the Company had a combined total borrowing capacity of $1.65 billion under the Credit Facility and the Program. There were no borrowings outstanding and $2.0 million in letters of credit issued under the Credit Facility and $220.0 million in borrowings outstanding under the Program, resulting in approximately $1.37 billion of total availability as of December 30, 2017. Availability under the Program is subject to the Company having sufficient eligible trade accounts receivable to support desired borrowings. The Company currently expects to utilize availability under credit facilities to support working capital and other general corporate purposes to the extent such incremental borrowings do not impact the Company’s investment grade credit rating. During the second quarter and first six months of fiscal 2018, the Company had an average daily balance outstanding of approximately $0.1 million and $5.3 million, respectively, under the Credit Facility and approximately $225.0 million and $195.0 million, respectively, under the Program. During the second quarter and first six months of fiscal 2017, the Company had an average daily balance outstanding of approximately $818.6 million and $635.2 million, respectively, under the Credit Facility and approximately $622.0 million and $671.0 million, respectively, under the Program.

During periods of weakening demand in the electronic components industry, the Company typically generates cash from operating activities. Conversely, the Company is more likely to use operating cash flows for working capital requirements during periods of higher growth. The Company used $141.4 million in cash flows from operating activities over the trailing four fiscal quarters ended December 30, 2017 for continuing operations.

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Liquidity is subject to many factors, such as normal business operations as well as general economic, financial, competitive, legislative, and regulatory factors that are beyond the Company’s control. To the extent the cash balances held in foreign locations cannot be remitted back to the U.S. in a tax efficient manner, those cash balances are generally used for ongoing working capital, capital expenditure needs and to support acquisitions, and are currently expected to be permanently reinvested outside the United States. The Company is still evaluating the impact of repatriating such foreign cash as a result of changes in U.S. tax law from the Act, which was signed into law on December 22, 2017. In addition, local government regulations may restrict the Company’s ability to move funds among various locations under certain circumstances. Management does not believe such restrictions would limit the Company’s ability to pursue its intended business strategy. Management believes that Avnet’s available borrowing capacity, its current cash on hand including the remaining proceeds and marketable securities from the sale of the TS business and the Company’s expected ability to generate operating cash flows in the future will be sufficient to meet its future liquidity needs. The Company also may issue debt or equity securities in the future and management believes the Company will have adequate access to the capital markets, if needed.

The Company expects to make material income tax payments on its unremitted foreign earnings as a result of the impact of the Act. The Act requires the Company to pay a one-time transition tax on unremitted foreign earnings (the “transition tax”), which the Company expects to make a policy decision to pay over an eight year period. The Company is still gathering the necessary information to make reasonable estimates for the amount of the transition tax, but the Company expects the transition tax owed will be material due to the Company’s approximately $3.3 billion of unremitted foreign earnings as of July 1, 2017. 

Historically the Company has made, and expects to continue to make, strategic investments through acquisition activity to the extent the investments strengthen Avnet’s competitive position, further its business strategies and meet management’s return on capital thresholds. The Company also expects to make capital expenditures, including expenditures over the next two fiscal years to implement a global ERP system. Additionally, as the Company integrates PF and restructures to transform Avnet into an electronic components focused business, the Company expects to use cash for restructuring, integration and other expenses.

In addition to continuing to make investments in acquisitions, as of December 30, 2017, the Company may repurchase up to an aggregate of $459.6 million of shares of the Company’s common stock through a $1.95 billion share repurchase program approved by the Board of Directors. The Company may repurchase stock from time to time at the discretion of management, subject to strategic considerations, market conditions and other factors. The Company may terminate or limit the share repurchase program at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors such as share price, corporate and regulatory requirements, and prevailing market conditions. Additionally, the Company currently expects to pay quarterly cash dividends on shares of its common stock, subject to approval of the Board of Directors. During the second quarter of fiscal 2018, the Board of Directors approved a dividend of $0.18 per share, which resulted in $21.6 million of dividend payments during the quarter. 

Recently Issued Accounting Pronouncements

See Note 1, “Basis of presentation and new accounting pronouncements” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Company seeks to reduce earnings and cash flow volatility associated with changes in foreign currency exchange rates by entering into financial arrangements that are intended to provide an economic hedge against all or a portion of the risks associated with such volatility. The Company continues to have exposure to such risks to the extent they are not economically hedged.

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See Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017, for further discussion of market risks associated with foreign currency exchange rates and interest rates. Avnet’s exposure to such risks has not changed materially since July 1, 2017, as the Company continues to economically hedge the majority of its foreign currency exchange exposures. Thus, any increase or decrease in fair value of the Company’s forward foreign currency exchange contracts is generally offset by an opposite effect on the related hedged position. For interest rate risk, the Company continues to maintain a combination of fixed and variable rate debt to mitigate the exposure to fluctuation in market interest rates. The Company’s exposure to market price risk related to marketable securities is mitigated through the purchase of a derivative financial instrument that economically fixes the value of the marketable securities. 

See Liquidity and Capital Resources — Financing Transactions appearing in Item 2 of this Quarterly Report on Form 10-Q for further discussion of the Company’s financing transactions and capital structure. As of December 30, 2017,  86% of the Company’s debt bears interest at a fixed rate and 14% of the Company’s debt bears interest at variable rates. Therefore, a hypothetical 1.0% (100 basis points) increase in interest rates would result in a $0.6 million decrease in income from continuing operations before income taxes in the Company’s consolidated statement of operations for the second quarter of fiscal 2018.

Item 4.Controls and Procedures

The Company’s management, including its Chief Executive Officer and Interim Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the reporting period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures are effective such that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the second quarter of fiscal 2018, there were no changes to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.Legal Proceedings

As a result primarily of certain former manufacturing operations, Avnet has incurred and may have future liability under various federal, state and local environmental laws and regulations, including those governing pollution and exposure to, and the handling, storage and disposal of, hazardous substances. For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and similar state laws, Avnet is and may be liable for the costs of cleaning up environmental contamination on or from certain of its current or former properties, and at off-site locations where the Company disposed of wastes in the past. Such laws may impose joint and several liability. Typically, however, the costs for clean up at such sites are allocated among potentially responsible parties based upon each party’s relative contribution to the contamination, and other factors.

Pursuant to SEC regulations, including but not limited to Item 103 of Regulation S-K, the Company regularly assesses the status of and developments in pending environmental and other compliance related legal proceedings to determine whether any such proceedings should be identified specifically in this discussion of legal proceedings, and has concluded that no particular pending legal proceeding requires public disclosure. Based on the information known to date, management believes that the Company has appropriately accrued in its consolidated financial statements for its share of the estimable costs of environmental and other compliance related matters.

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity, but could possibly be material to its results of operations in any one reporting period.

Item 1A.Risk Factors

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act with respect to the financial condition, results of operations and business of the Company. You can find many of these statements by looking for words like “believes,” “plans,” “expects,” “anticipates,” “should,” “will,” “may,” “estimates” or similar expressions in this Quarterly Report or in documents incorporated by reference in this Quarterly Report. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. You should understand that the following important factors, in addition to those discussed elsewhere in this Quarterly Report and in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017, could affect the Company’s future results of operations, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements:

· the effect of global economic conditions, including the current global economic uncertainty;

· competitive pressures among distributors of electronic components and computer products;

· an industry down-cycle in semiconductors;

· relationships with key suppliers and allocations of products by suppliers;

· risks relating to the Company’s international sales and operations, including risks relating to the ability to repatriate cash, foreign currency fluctuations, duties and taxes, and compliance with international and U.S. laws;

· risks relating to acquisitions, divestitures and investments;

· adverse effects on the Company’s supply chain, shipping costs, third-party service providers, customers and suppliers, including as a result of issues caused by natural and weather-related disasters;

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· risks related to cyber attacks and the Company’s  information systems, including related to current or future implementations;

· general economic and business conditions (domestic and foreign) affecting Avnet's financial performance and, indirectly, Avnet's credit ratings, debt covenant compliance, and liquidity and access to financing; and

· legislative or regulatory changes affecting Avnet’s businesses.

Any forward-looking statement speaks only as of the date on which that statement is made. Except as required by law, the Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.

The discussion of Avnet’s business and operations should be read together with the risk factors contained in Item 1A of its Annual Report on Form 10-K for the fiscal year ended July 1, 2017, which describe various risks and uncertainties to which the Company is or may become subject. These risks and uncertainties have the potential to affect Avnet’s business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. As of December 30, 2017, there have been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s Board of Directors has approved the repurchase of up to $1.95 billion of the Company’s common stock under the Company’s share repurchase program, which includes an increase of $200 million approved in November 2017. The following table includes the Company’s monthly purchases of the Company’s common stock during the second quarter of fiscal 2018, under the share repurchase program, which is part of a publicly announced plan.

				Total Number of	Approximate Dollar
	Total	Average		Shares Purchased	Value of Shares That
	Number	Price		as Part of Publicly	May Yet Be
	of Shares	Paid per		Announced Plans	Purchased under the
Period	Purchased	Share		or Programs	Plans or Programs
October	527,300	$	40.55	527,300	$	305,612,000
November	805,100	$	39.51	805,100	$	473,802,000
December	350,825	$	40.39	350,825	$	459,632,000

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Item 6.Exhibits

Exhibit
Number	Exhibit
10.1	Letter Agreement between the Company and Thomas Liguori (incorporated herein by reference to the Company’s Current Report on Form 8-K dated December 28, 2017, Exhibit 10.2).
10.2	Form of Change of Control Agreement between the Company and Thomas Liguori (incorporated herein by reference to the Company’s Current Report on Form 8-K dated February 14, 2011, Exhibit 10.3).
10.3*	Amendment No. 1 to the Third Amended and Restated Receivables Purchase Agreement, dated as of October 31, 2017, among Avnet, Inc., Avnet Receivables Corporation, the companies and financial institutions party thereto and JPMorgan Chase Bank, N.A., as agent.
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

*

Filed herewith.

**

Furnished herewith. The information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

33

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AVNET, INC. (Registrant)
By:	/s/ KEN JACOBSON
	Ken Jacobson
	Interim Chief Financial Officer

Date: January 26, 2018 

34

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement (this “Amendment”) is dated as of October 31, 2017, among Avnet Receivables Corporation, a Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as Servicer (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each of the entities party hereto identified as a “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), each of the entities party hereto identified as a “Company” (together with any of their respective successors and assigns hereunder, the “Companies”) and JPMorgan Chase Bank, N.A., as agent for the Purchasers or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”), amending the Third Amended and Restated Receivables Purchase Agreement, dated as of February 27, 2017 among the Seller Parties, the Financial Institutions party thereto, the Companies party thereto, and the Agent (the “Existing Agreement,” and as further amended, modified or supplemented from time to time, the “Receivables Purchase Agreement”). 

RECITALS

The parties hereto are the current parties to the Existing Agreement and they now desire to amend the Existing Agreement, subject to the terms and conditions hereof, as more particularly described herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions Used Herein.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth for such terms in, or incorporated by reference into, the Existing Agreement.

Section 2. Amendment.  Subject to the terms and conditions set forth herein, the Existing Agreement is hereby amended as follows:

(a) Section 7.1(p) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

(p)General Ledger and Certain Receivables. Such Seller Party shall maintain its consolidated general accounting ledger such that all indebtedness and other obligations owed to Originator or in which Originator has a security interest or other interest arising in connection with the sale of merchandise or the rendering of services by Originator and sold to Seller are recorded as part of general ledger category “company code US10”; provided however, that from and after December 28, 2010 indebtedness or other obligations owed to Originator or in which Originator has a security interest or other interest arising in connection with the sale of merchandise or the rendering of services by the business previously conducted by businesses acquired by Originator in an Excluded Acquisition shall not be recorded as part of general ledger category “company code US10” until such time, if any, as such indebtedness or other obligations are originated, serviced and collected in a manner substantially similar to the Receivables.

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

(b) The definition of “Excluded Receivable” in Exhibit I to the Existing Agreement is hereby deleted in its entirety and replaced with the following:

“Excluded Receivable” means all indebtedness and other obligations owed to Originator or in which Originator has a security interest or other interest (including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising in connection with the sale of merchandise or the rendering of services by Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto, which, in any case:

(i) the account debtor for which is Intelbras S.A. Industria de Telecomunicacao Eletronica Brasileira and such indebtedness or other obligation was originated after December 30, 2016;

(ii) the account debtor for which is 3M Company and such indebtedness or other obligation was originated after October 31, 2017; or

(iii) both (a) arises in connection with the sale of merchandise or the rendering of services by the business previously conducted by any businesses acquired by Originator in an Excluded Acquisition and (b) is not recorded or maintained in Avnet’s consolidated general ledger accounting records as part of general ledger category “company code US10” (other than any Receivables previously coded under “company code US10” that have been coded under any other category without the Agent’s prior written consent).

Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute an Excluded Receivable separate from an Excluded Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be an Excluded Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation.”

Section 3. Conditions to Effectiveness of Amendment.  This Amendment shall become effective as of the date hereof, upon the satisfaction of the conditions precedent that:

(a) Amendment.  The Agent and each Seller Party shall have received, on or before the date hereof, executed counterparts of this Amendment, duly executed by each of the parties hereto.

(b) Representations and Warranties.  As of the date hereof, both before and after giving effect to this Amendment, all of the representations and warranties of each Seller Party contained in the Existing Agreement and in each other Transaction Document shall be true and correct in all material respects as though made on the date hereof (and by its execution hereof, each Seller Party shall be deemed to have represented and warranted such).

(c) No Amortization Event or Potential Amortization Event.  As of the date hereof, both before and after giving effect to this Amendment, no Amortization Event or Potential Amortization Event shall have occurred and be continuing (and by its execution hereof, each Seller Party shall be deemed to have represented and warranted such).

2

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

Section 4. Miscellaneous.

(a) Effect; Ratification.  The amendment set forth herein is effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed (i) to be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Existing Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which the Agent, any Company or Financial Institution (or any of their respective assigns) may now have or may have in the future under or in connection with the Receivables Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein.  Each reference in the Receivables Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Existing Agreement or to the “Receivables Purchase Agreement” shall mean the Existing Agreement as amended hereby.  This Amendment shall be construed in connection with and as part of the Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Receivables Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

(b) Transaction Documents.  This Amendment is a Transaction Document executed pursuant to the Receivables Purchase Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(c) Costs, Fees and Expenses.  Seller agrees to reimburse the Agent and each Purchaser and its assigns upon demand for all reasonable and documented out-of-pocket costs, fees and expenses in connection with the preparation, execution and delivery of this Amendment (including the reasonable fees and expenses of counsel to the Agent).

(d) Counterparts.  This Amendment may be executed in any number of counterparts, each such counterpart constituting an original and all of which when taken together shall constitute one and the same instrument.

(e) Severability.  Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

(f) GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

(g) WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

[Signature Pages Follow]

3

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

AVNET RECEIVABLES CORPORATION
as Seller
By:	/s/ Ken Jacobson
Name:	Ken Jacobson
Title:	President
AVNET, INC., as Servicer
By:	/s/ Michael J. O’Neill
Name:	Michael J. O’Neill
Title:	Sr. Vice President

S-1

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

Commitment:  $76,500,000	CHARIOT FUNDING LLC,
	as a Company and as a Financial Institution
	By:	JPMorgan Chase Bank, N.A.,
		its Attorney-in-Fact
	By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Executive Director
	JPMORGAN CHASE BANK, N.A.,
	as Agent
	By:	/s/ John Kuhns
	Name:	John Kuhns
	Title:	Executive Director

S-2

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	LIBERTY STREET FUNDING LLC,
	as a Company
	By:	/s/ Jill A. Russo
	Name:	Jill A. Russo
	Title:	Vice President
Commitment:  $76,500,000	THE BANK OF NOVA SCOTIA,
	as a Financial Institution
	By:	/s/ Diane Emanuel
	Name:	Diane Emanuel
	Title:	Managing Director & Co-Head U.S. Execution

S-3

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	VICTORY RECEIVABLES CORPORATION,
	as a Company
	By:	/s/ David V. DeAngelis
	Name:	David V. DeAngelis
	Title:	Vice President
Commitment:  $51,000,000	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH, as a Financial Institution
	By:	/s/ Christopher Pohl
	Name:	Christopher Pohl
	Title:	Managing Director

S-4

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	PNC BANK, NATIONAL ASSOCIATION,
	as a Company
	By:	/s/ Michael Brown
	Name:	Michael Brown
	Title:	Senior Vice President
Commitment:  $50,000,000	PNC BANK, NATIONAL ASSOCIATION,
	as a Financial Institution
	By:	/s/ Michael Brown
	Name:	Michael Brown
	Title:	Senior Vice President

S-5

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	BRANCH BANKING AND TRUST COMPANY,
	as a Company
	By:	/s/ Melinda Gulledge
	Name:	Melinda Gulledge
	Title:	Assistant Vice President
Commitment:  $25,000,000	BRANCH BANKING AND TRUST COMPANY,
	as a Financial Institution
	By:	/s/ Melinda Gulledge
	Name:	Melinda Gulledge
	Title:	Assistant Vice President

S-6

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Company
	By:	/s/ Eero Maki
	Name:	Eero Maki
	Title:	Managing Director
Commitment:  $75,000,000	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Financial Institution
	By:	/s/ Eero Maki
	Name:	Eero Maki
	Title:	Managing Director

S-7

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

	Manhattan Asset Funding
	Company LLC, as a Company
	By:	MAF Receivables Corp., its member
	By:	/s/ Linda Khaimova
	Name:	Linda Khaimova
	Title:	Vice President
	SMBC NIKKO SECURITIES AMERICA, INC.,
	as agent for the SMBC Company
	By:	/s/ Neil Bautista
	Name:	Neil Bautista
	Title:	Executive Director
Commitment:  $51,000,000	Sumitomo Mitsui Banking Corporation, as a Financial Institution
	By:	/s/ James D. Weinstein
	Name:	James D. Weinstein
	Title:	Managing Director

S-8

Amendment No. 1 to

Third Amended and Restated
Receivables Purchase Agreement

As of the date first set forth above, each of Avnet, Inc., in its capacity as Originator (the “Originator”) and Avnet Receivables Corporation, in its capacity as Buyer (the “Buyer”), in each case, under the Amended and Restated Receivables Sale Agreement, dated as of February 27, 2017 (the “Sale Agreement”), by and between the Originator and the Buyer, hereby acknowledge and agree that the foregoing Amendment is effective as an amendment to the definition of “Excluded Receivable” as used in the Sale Agreement.

AVNET RECEIVABLES CORPORATION,
as Buyer
By:	/s/ Ken Jacobson
Name:	Ken Jacobson
Title:	President
AVNET, INC., as Originator
By:	/s/ Michael J. O’Neill
Name:	Michael J. O’Neill
Title:	Sr. Vice President

S-9

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William J. Amelio, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Avnet, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 26, 2018 

i
	/s/ WILLIAM J. AMELIO
	William J. Amelio
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Ken Jacobson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Avnet, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 26, 2018 

/s/ KEN JACOBSON

Ken Jacobson

Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the period ended December 30, 2017 (the “Report”), I, William J. Amelio, Chief Executive Officer of Avnet, Inc. (the “Company”) hereby certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 26, 2018 

/s/ WILLIAM J. AMELIO

William J. Amelio

Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the period ended December 30, 2017 (the “Report”), I, Ken Jacobson,  Interim Chief Financial Officer of Avnet, Inc. (the “Company”) hereby certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 26, 2018

/s/ KEN JACOBSON

Ken Jacobson

Interim Chief Financial Officer

XML

Document and Entity Information Document - shares	6 Months Ended
	Dec. 30, 2017	Jan. 18, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	AVNET INC
Entity Central Index Key	0000008858
Document Type	10-Q
Document Period End Date	Dec. 30, 2017
Current Fiscal Year End Date	--06-30
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		119,945,293

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 30, 2017	Jul. 01, 2017
Current assets:
Cash and cash equivalents	$ 589,518	$ 836,384
Marketable securities	136,443	281,326
Receivables, less allowances of $50,559 and $47,272, respectively	3,295,014	3,337,624
Inventories	3,285,926	2,824,709
Prepaid and other current assets	269,204	253,765
Total current assets	7,576,105	7,533,808
Property, plant and equipment, net	507,692	519,575
Goodwill	1,181,013	1,148,347
Intangible assets, net	269,743	277,291
Other assets	265,952	220,568
Total assets	9,800,505	9,699,589
Current liabilities:
Short-term debt	243,351	50,113
Accounts payable	1,958,145	1,861,635
Accrued expenses and other	554,140	542,023
Total current liabilities	2,755,636	2,453,771
Long-term debt	1,488,066	1,729,212
Other liabilities	308,259	334,538
Total liabilities	4,551,961	4,517,521
Commitments and contingencies (Note 7)
Shareholders' equity:
Common stock $1.00 par; authorized 300,000,000 shares; issued 119,600,864 shares and 123,080,952 shares, respectively	119,601	123,081
Additional paid-in capital	1,520,858	1,503,490
Retained earnings	3,724,978	3,799,363
Accumulated other comprehensive loss	(116,893)	(243,866)
Total shareholders' equity	5,248,544	5,182,068
Total liabilities and shareholders' equity	$ 9,800,505	$ 9,699,589

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 30, 2017	Jul. 01, 2017
Current assets:
Allowance for doubtful accounts receivable, current (in dollars)	$ 50,559	$ 47,272
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares, issued	119,600,864	123,080,952

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Income Statement [Abstract]
Sales	$ 4,521,636	$ 4,273,559	$ 9,182,578	$ 8,391,663
Cost of sales	3,919,175	3,687,374	7,967,563	7,282,823
Gross profit	602,461	586,185	1,215,015	1,108,840
Selling, general and administrative expenses	478,681	431,555	974,886	795,227
Restructuring, integration and other expenses	36,762	30,400	83,156	59,869
Operating income	87,018	124,230	156,973	253,744
Other income (expense), net	762	(36,514)	16,341	(50,248)
Interest expense	(25,640)	(26,748)	(49,700)	(53,984)
Income from continuing operations before taxes	62,140	60,968	123,614	149,512
Income tax expense	5,346	28,503	8,638	49,359
Income from continuing operations, net of tax	56,794	32,465	114,976	100,153
Income (loss) from discontinued operations, net of tax	(10,070)	70,753	(9,949)	71,908
Net income	$ 46,724	$ 103,218	$ 105,027	$ 172,061
Earnings (Loss) per share:
Basic earnings per share-continuing operations	$ 0.47	$ 0.25	$ 0.94	$ 0.78
Basic earnings (loss) per share-discontinued operations	(0.08)	0.55	(0.08)	0.56
Basic earnings per share	0.39	0.80	0.86	1.34
Diluted earnings per share-continuing operations	0.47	0.25	0.93	0.77
Diluted earnings (loss) per share-discontinued operations	(0.08)	0.54	(0.08)	0.55
Diluted earnings per share	$ 0.39	$ 0.79	$ 0.85	$ 1.32
Shares used to compute earnings per share:
Basic	120,400	127,901	121,543	127,716
Diluted	121,749	130,347	122,867	130,055
Cash dividends paid per common share	$ 0.18	$ 0.17	$ 0.36	$ 0.34

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 46,724	$ 103,218	$ 105,027	$ 172,061
Other comprehensive income (loss), net of tax:
Foreign currency translation and other	27,941	(182,663)	116,784	(151,002)
Pension adjustments, net	9,250	3,183	10,189	3,802
Total comprehensive income (loss)	$ 83,915	$ (76,262)	$ 232,000	$ 24,861

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net income	$ 105,027	$ 172,061
Less: Income (loss) from discontinued operations, net of tax	(9,949)	71,908
Income from continuing operations	114,976	100,153
Non-cash and other reconciling items:
Depreciation	77,510	45,616
Amortization	47,256	11,759
Deferred income taxes	(55,921)	9,312
Stock-based compensation	17,090	32,525
Other, net	22,386	13,069
Changes in (net of effects from businesses acquired):
Receivables	108,459	(127,153)
Inventories	(410,361)	139,672
Accounts payable	75,342	133,698
Accrued expenses and other, net	(55,955)	(55,437)
Net cash flows (used) provided by operating activities - continuing operations	(59,218)	303,214
Net cash flows used by operating activities - discontinued operations		(63,124)
Net cash flows (used) provided by operating activities	(59,218)	240,090
Cash flows from financing activities:
Issuance of notes, net of issuance costs		296,374
Repayment of notes		(378,559)
Borrowings (repayments) under accounts receivable securitization, net	78,000	(264,963)
Borrowings (repayment) of senior unsecured credit facility, net	(99,971)	771,174
Repayments under bank credit facilities and other debt, net	(27,381)	(18,978)
Borrowings of term loans		530,756
Repurchases of common stock	(135,458)
Dividends paid on common stock	(43,572)	(43,426)
Other, net	(1,214)	13,825
Net cash flows (used) provided by financing activities - continuing operations	(229,596)	906,203
Net cash flows used by financing activities - discontinued operations		(16,505)
Net cash flows (used) provided by financing activities	(229,596)	889,698
Cash flows from investing activities:
Purchases of property, plant and equipment	(67,397)	(70,424)
Acquisitions of businesses, net of cash acquired (Note 2)	(14,661)	(798,366)
Other, net	2,402	7,766
Net cash flows used for investing activities - continuing operations	(79,656)	(861,024)
Net cash flows provided (used) by investing activities - discontinued operations	112,664	(3,093)
Net cash flows provided (used) by investing activities	33,008	(864,117)
Effect of currency exchange rate changes on cash and cash equivalents	8,940	(27,007)
Cash and cash equivalents:
Net change in cash and cash equivalents	(246,866)	238,664
Cash and cash equivalents at beginning of period	836,384	1,031,478
Cash and cash equivalents at end of period	$ 589,518	$ 1,270,142

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Basis of presentation and new accounting pronouncements

6 Months Ended

Dec. 30, 2017

Basis of presentation and new accounting pronouncements

Basis of presentation and new accounting pronouncements

1. Basis of presentation and new accounting pronouncements

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income (loss) and cash flows. All such adjustments are of a normal recurring nature.

The preparation of financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these estimates.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017.

Certain reclassifications have been made in prior periods and the fiscal year to date current periods to conform to the current period presentation.

New accounting pronouncements

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance related to The Tax Cuts and Jobs Act (the “Act”). The Act changes existing United States tax law and includes numerous provisions that will affect the accounting for U.S. income taxes under ASC 740. SAB 118 allows registrants to record provisional amounts during a one year “measurement period”. The measurement period ends upon finalization of accounting. During the measurement period, impacts of the Act are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 summarizes three stages of applying the impact of the Act to be applied at each reporting period, to account for and qualitatively disclose the accounting impacts of the Act: (i) the effects of the Act for which accounting is complete; (ii) provisional amounts (or adjustments to provisional amounts) for the effects of the Act where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Act. See Note 8, “Income Taxes” for further discussion of the application of SAB 118 as of December 30, 2017.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and makes certain targeted improvements to simplify the qualification and application of the hedge accounting compared to current GAAP. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements.

In March 2017, the FASB issued Accounting Standards Update 2017-07, Compensation—Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period, and allows only the service cost component to be eligible for capitalization in assets. Other components of the net periodic benefit cost are to be presented separately from the line item that includes the service cost and outside of any subtotal of operating income, and the line item must be appropriately described. If a separate line item is not used, the line item used in the income statement to present the other components of net benefit cost must be disclosed. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within that annual period, with early adoption permitted. The amendment is to be applied retrospectively. The new guidance primarily impacts the income statement presentation of net periodic benefit cost and the Company does not believe adoption of this standard will have a material impact on its consolidated financial statements including income before income taxes, but the reported amount of operating income will decrease compared to historical measurements of operating income. Refer to Note 9, “Pension Plan,” for further information on the components of net periodic pension cost.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The update amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of income tax consequences when the transfer occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach should be applied. The Company is currently evaluating the impact of the adoption of ASU 2016-16 on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the consolidated balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update will be effective for the Company in the first quarter of fiscal 2020, using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, as amended (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 is expected to require more judgment and estimates within the revenue recognition process compared to existing GAAP. ASU 2014-09 is required to be adopted by the Company in the first quarter of fiscal 2019.

The Company expects to adopt the requirements of ASU 2014-09 using retrospective adoption to each prior reporting period presented. The company has established an implementation team inclusive of external advisors engaged to assist in evaluating potential differences compared to existing GAAP. The Company has identified its revenue streams and is currently assessing each stream for potential impacts from the adoption of ASU 2014-09. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized. 

The Company’s analysis and evaluation of the new standard will continue through its effective date and a substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the significant number of customers and the related terms and conditions of our contracts that must be reviewed. The Company does not currently expect significant changes in revenue recognition practices for continuing operations compared to existing GAAP.

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Acquisitions

6 Months Ended

Dec. 30, 2017

Acquisitions

Acquisitions

2. Acquisitions

Premier Farnell

On October 17, 2016, the Company acquired all of the outstanding shares of Premier Farnell Plc (“PF”), a global distributor of electronic components and related products. The cash consideration paid for the acquisition was approximately $841 million, which consisted of £1.85 per share of PF common stock. Additionally, Avnet assumed $242.8 million of debt at fair value.

The PF acquisition was accounted for as a business combination. The purchase price of this acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the transaction date.

The following table summarizes the final purchase price allocation (in thousands):

Cash	$	46,354
Trade and other receivables, net		187,303
Inventories		328,037
Property, plant and equipment		52,621
Intangible assets		319,966
Total identifiable assets acquired	$	934,281
Accounts payable, accrued liabilities and other current liabilities	$	160,572
Short-term debt		242,814
Other long-term liabilities		150,109
Total identifiable liabilities acquired	$	553,495
Net identifiable assets acquired		380,786
Goodwill		460,534
Net assets acquired	$	841,320

Approximately $10.0 million of goodwill associated with the PF acquisition is expected to be deductible for tax purposes.

Dragon Innovation

In August 2017, the Company acquired Dragon Innovation, Inc. (“Dragon”), a provider of manufacturing logistics services to entrepreneurs. The impact of this acquisition was not material to the Company’s consolidated balance sheets or statements of operations.

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Discontinued operations

6 Months Ended

Dec. 30, 2017

Discontinued Operations and Disposal Groups

Discontinued operations

3. Discontinued operations and gain on sale

In February 2017, the Company completed the sale of its Technology Solutions (“TS”) business to Tech Data Corporation (the “Buyer”). Included in the gain on sale recorded upon completion of the sale were estimates for certain income taxes due on the gain and additional cash consideration expected from the Buyer related to a closing date net working capital sales price adjustment (the “closing date adjustment”). The Company is finalizing the closing date adjustment with the Buyer as provided for in the sales agreement and has included an estimate of this amount as the principal component of the $269.2 million of prepaid and other current assets as of December 30, 2017. The final closing date adjustment, as determined through the established process outlined in the sales agreement, may be materially different from the Company’s estimate. The impact of any probable changes in the closing date adjustment will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change occurs. Additionally, the income taxes associated with the gain will be impacted by the final geographic allocation of the sales price, which must be agreed to with the Buyer after determination of the closing date adjustment as required in the sales agreement and may be materially different from the Company’s estimates. The impact of any changes in estimated income taxes on the gain will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change in estimate occurs. The Company expects the closing date adjustment to be finalized by the end of fiscal 2018 and the income tax on the gain to be finalized during fiscal 2019.

The Company received 2.8 million shares of the Buyer’s common stock at closing (the “Shares”), which has been recorded within “Marketable securities” on the Company’s Consolidated Balance Sheets. Unrealized and realized gains or losses due to changes in fair value based upon Level 1 quoted active market prices of the Shares are recorded in “Other income (expense), net” on the Consolidated Statements of Operations. The sales agreement includes time based contractual restrictions related to the Company’s sale of the Shares and as such, the Company entered into economic hedges to reduce the Company’s exposure to price fluctuations of the Shares during the restricted period, which fixes the net amount that the Company will realize upon the sale of the Shares. The Company records changes in fair value related to the economic share price hedges within “Other income (expense), net”, offsetting the changes in fair value of the underlying Shares. During the six months ended December 30, 2017, the Company sold 1.4 million Shares, the net proceeds of which have been included in “Cash flows from investing activities – discontinued operations.”

In connection with the sale of the TS business, the Company entered into a Transition Services Agreement (“TSA”), pursuant to which the Buyer will pay the Company to provide certain information technology, distribution, facilities, finance and human resources related services for various periods of time depending upon the services not to exceed approximately two years from the closing date. Expenses incurred by the Company to provide such services under the TSA are classified within selling, general and administrative expenses and amounts billed to the Buyer to provide such services are classified as a reduction of such expenses. The Buyer has terminated substantially all TSA services outside of certain information technology services and all remaining TSA services are expected to be terminated by the end of fiscal 2018.

Financial results of the TS business for the second quarter and six months ended December 31, 2016 are presented as “Income from discontinued operations, net of tax” on the Consolidated Statements of Operations and are summarized as follows:

	Second Quarter Ended		Six Months Ended
	December 31, 2016
	(Thousands)
Sales	$	2,453,262	$	4,375,464
Cost of sales		2,199,235		3,928,164
Gross profit		254,027		447,300
Selling, general and administrative expenses		158,356		324,381
Restructuring, integration and other expenses		3,316		7,540
Operating income		92,355		115,379
Interest and other expense, net		(10,635)		(10,630)
Income from discontinued operations before income taxes		81,720		104,749
Income tax expense		10,967		32,841
Income from discontinued operations, net of taxes	$	70,753	$	71,908

Included within selling, general and administrative expenses of discontinued operations was $14.1 million and $26.6 million of estimated corporate expenses, excluding general overhead, specific to or benefiting the TS business for the second quarter and six months ended December 31, 2016.

The loss from discontinued operations, net of tax, in the second quarter and first six months of fiscal 2018 substantially all relates to settlement losses associated with the Company’s pension plan due to former TS business employees requesting and receiving distributions from the Company’s pension plan during fiscal 2018. Refer to Note 9, “Pension plan,” for further information on the pension settlement losses.

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Goodwill and long-lived assets

6 Months Ended

Dec. 30, 2017

Goodwill and long-lived assets

Goodwill and long-lived assets

4. Goodwill and long-lived assets

Goodwill

The following table presents the change in goodwill by reportable segment for the six months ended December 30, 2017. All of the accumulated impairment was recognized in fiscal 2009.

	Electronic		Premier
	Components		Farnell		Total
	(Thousands)
Carrying value at July 1, 2017 (1)		635,048		513,299		1,148,347
Additions from acquisitions		21,539		—		21,539
Foreign currency translation		6,263		17,662		23,925
Measurement period adjustments		2,530		(15,328)		(12,798)
Carrying value at December 30, 2017 (1)	$	665,380	$	515,633	$	1,181,013

⁽¹⁾ Includes accumulated impairment of $1,045,110

The Company’s reporting units passed goodwill impairment testing using a quantitative impairment model in the fourth quarter of fiscal 2017, however, the Company’s Electronic Components (“EC”) Americas reporting units had an estimated fair value that was not substantially in excess of its carrying value. The Company also evaluates each quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, which would require the Company to perform an interim goodwill impairment test. Indicators that the Company evaluates to determine whether an interim goodwill impairment test is necessary include, but are not limited to (i) a sustained decrease in share price or market capitalization, (ii) changes in the macroeconomic or industry environments, (iii) the results of and the amount of time passed since the last goodwill impairment test and (iv) the long-term expected financial performance of its reporting units.

Intangible Assets

The following table presents the Company’s acquired intangible assets at December 30, 2017, and July 1, 2017, respectively.

	December 30, 2017						July 1, 2017
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	308,024	$	(118,563)	$	189,461	$	277,865	$	(79,578)	$	198,287
Trade name		55,973		(12,500)		43,473		46,915		(6,720)		40,195
Technology and other		54,354		(17,545)		36,809		50,369		(11,560)		38,809
	$	418,351	$	(148,608)	$	269,743	$	375,149	$	(97,858)	$	277,291

Intangible asset amortization expense from continuing operations was $21.8 million and $9.8 million for the second quarters of fiscal 2018 and 2017, respectively, and $47.3 million and $11.8 million for the first six months of fiscal 2018 and 2017, respectively. Intangible assets have a weighted average remaining useful life of approximately 3 years. The following table presents the estimated future amortization expense for the remainder of fiscal 2018, the next five fiscal years and thereafter (in thousands):

Fiscal Year
Remainder of fiscal 2018		43,635
2019		85,765
2020		83,488
2021		40,226
2022		12,685
2023		3,703
Thereafter		241
Total	$	269,743

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Debt

6 Months Ended

Dec. 30, 2017

Debt

Debt

5. Debt

Short-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Bank credit facilities and other	2.41	%	2.27	%	$	23,351	$	50,113
Accounts receivable securitization program	1.93	%	—			220,000		—
Short-term debt					$	243,351	$	50,113

Bank credit facilities and other consists primarily of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the working capital requirements of the Company including its foreign operations.

The Company has an accounts receivable securitization program (the “Program”) in the United States with a group of financial institutions to allow the Company to transfer, on an ongoing revolving basis, an undivided interest in a designated pool of trade accounts receivable, to provide security or collateral for borrowings up to a maximum of $400 million. The Program does not qualify for off balance sheet accounting treatment and any borrowings under the Program are recorded as debt in the consolidated balance sheets. Under the Program, the Company legally sells and isolates certain U.S. trade accounts receivable into a wholly owned and consolidated bankruptcy remote special purpose entity. Such receivables, which are recorded within “Receivables” in the consolidated balance sheets, totaled $730.8 million and $807.5 million at December 30, 2017, and July 1, 2017, respectively. The Program contains certain covenants relating to the quality of the receivables sold. The Program also requires the Company to maintain certain minimum interest coverage and leverage ratios, which the Company was in compliance with as of December 30, 2017, and July 1, 2017. The Program expires in August 2018 and as a result the Company has classified outstanding balances as short-term debt as of December 30, 2017. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread of 0.40% with a facility fee of 0.40%.

Long-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Revolving credit facilities:
Accounts receivable securitization program	—		1.53	%	$	—	$	142,000
Credit Facility	—		2.77	%		—		99,970
Notes due:
June 2020	5.88	%	5.88	%		300,000		300,000
December 2021	3.75	%	3.75	%		300,000		300,000
December 2022	4.88	%	4.88	%		350,000		350,000
April 2026	4.63	%	4.63	%		550,000		550,000
Other long-term debt	1.36	%	1.36	%		451		642
Long-term debt before discount and debt issuance costs						1,500,451		1,742,612
Discount and debt issuance costs - unamortized						(12,385)		(13,400)
Long-term debt					$	1,488,066	$	1,729,212

The Company has a five-year $1.25 billion senior unsecured revolving credit facility (the “Credit Facility”) with a syndicate of banks, consisting of revolving credit facilities and the issuance of up to $150.0 million of letters of credit, which expires in July 2019. Subject to certain conditions, the Credit Facility may be increased up to $1.50 billion. Under the Credit Facility, the Company may select from various interest rate options, currencies and maturities. The Credit Facility contains certain covenants including various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures. The Credit Facility also includes financial covenants requiring the Company to maintain minimum interest coverage and leverage ratios, which the Company was in compliance with as of December 30, 2017, and July 1, 2017. As of December 30, 2017, and July 1, 2017, there were $2.0 million and $3.1 million, respectively, in letters of credit issued under the Credit Facility.

As of December 30, 2017, the carrying value and fair value of the Company’s total debt was $1.73 billion and $1.80 billion, respectively. At July 1, 2017, the carrying value and fair value of the Company’s total debt was $1.78 billion and $1.85 billion, respectively. Fair value for the notes was estimated based upon quoted market prices and for other forms of debt fair value approximates carrying value due to the market based variable nature of the interest rates on those debt agreements.

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Derivative financial instruments

6 Months Ended

Dec. 30, 2017

Derivative financial instruments

Derivative financial instruments

6. Derivative financial instruments

Many of the Company’s subsidiaries purchase and sell products in currencies other than their functional currencies. This subjects the Company to the risks associated with fluctuations in foreign currency exchange rates. The Company reduces this risk by utilizing natural hedging (e.g., offsetting receivables and payables in the same foreign currency) as well as by creating offsetting positions through the use of derivative financial instruments, primarily forward foreign exchange contracts typically with maturities of less than 60 days (“economic hedges”), but no longer than one year. The Company continues to have exposure to foreign currency risks to the extent they are not economically hedged. The Company adjusts any economic hedges to fair value through the consolidated statements of operations primarily within “other income (expense), net.” The fair value of forward foreign exchange contracts, which are based upon Level 2 criteria under the ASC 820 fair value hierarchy, are classified in the captions “other current assets” or “accrued expenses and other,” as applicable, in the accompanying consolidated balance sheets as of December 30, 2017, and July 1, 2017. The Company’s master netting and other similar arrangements with various financial institutions related to derivative financial instruments allow for the right of offset. The Company’s policy is to present derivative financial instruments with the same counterparty as either a net asset or liability when the right of offset exists.

The Company generally does not hedge its investments in its foreign operations. The Company does not enter into derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.

The Company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Company’s foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Canadian Dollar, Japanese Yen, Chinese Yuan, Taiwan Dollar and Mexican Peso. The Company also, to a lesser extent, has foreign operations transactions in other European and Asia/Pacific foreign currencies.

The fair values of derivative financial instruments in the Company’s consolidated balance sheets are as follows:

	December 30,		July 1,
	2017		2017
	(Thousands)
Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:
Other current assets	$	4,380	$	7,297
Accrued expenses		2,489		4,142

In addition to amounts included in the above table, there was approximately $12.8 million and $34.0 million as of December 30, 2017 and July 1, 2017, respectively, of accrued expenses related to derivative financial instruments used to economically hedge the fair value changes in marketable securities discussed further in Note 3.

The amounts recorded to other income (expense), net, related to derivative financial instruments for economic hedges are as follows:

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Net derivative financial instrument (loss) gain	$	(1,361)	$	771	$	1,715	$	(8,737)

The above table excludes approximately $27.0 million and $35.0 million for the second quarter and first six months of fiscal 2017, respectively, of derivative financial instrument losses in other income (expenses), net, associated with foreign currency derivative financial instruments purchased to economically hedge the British Pound purchase price of the PF acquisition.

Under the Company’s economic hedging policies, gains and losses on the derivative financial instruments are classified within the same line item in the consolidated statements of operations and as the underlying assets or liabilities being economically hedged.

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Commitments and contingencies

6 Months Ended

Dec. 30, 2017

Commitments and contingencies

Commitments and contingencies

7. Commitments and contingencies

From time to time, the Company may become a party to, or be otherwise involved in various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. For certain of these matters it is not possible to determine the ultimate outcome, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss for such matters due primarily to being in the early stages of the related proceedings and investigations. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity, but could possibly be material to its results of operations in any one reporting period.

As of December 30, 2017 and July 1, 2017, the Company had aggregate estimated liabilities of $14.2 million, classified within accrued expenses and other for such compliance-related matters that were reasonably estimable as of such dates.

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Income taxes

6 Months Ended

Dec. 30, 2017

Income taxes

Income taxes

8. Income taxes

During the second quarter of fiscal 2018, the Company made certain estimates related to the impact of the Act including the remeasurement of deferred taxes at the new expected tax rates. The amounts recorded in the three months ended December 30, 2017 for the remeasurement of U.S. net deferred tax assets principally relate to the reduction in the U.S. corporate income tax rate. The Company has provisionally recorded an expense of $11.1 million to account for these deferred tax impacts. This estimate is provisional as the Company continues to analyze the impacts of the Act, or in certain cases, U.S. Treasury is expected to issue further guidance on the application of certain provisions of the Act.

The Act includes a one-time mandatory repatriation transition tax on certain net accumulated earnings and profits of the Company’s foreign subsidiaries. The Company was not able to make a reasonable estimate of the income tax expense associated with the Company’s approximately $3.3 billion of unremitted foreign earnings as of July 1, 2017, as the required information related to each foreign subsidiaries’ unremitted foreign earnings and related foreign tax credit pools was not readily available. We expect a reasonable estimate to be recorded by the end of fiscal 2018 and the accounting for this aspect of the Act to be complete by the end of the measurement period. As of December 30, 2017, consistent with historical conclusions, the Company’s cash balances held in foreign locations are expected to be permanently reinvested outside the United States as the impact of the Act on the Company’s current position is not yet fully understood and is still under evaluation by the Company.

The Company’s effective tax rate on its income before income taxes from continuing operations was 8.6% in the second quarter of fiscal 2018.  During the second quarter of fiscal 2018, the Company’s effective tax rate was favorably impacted primarily by the mix of income in lower tax jurisdictions, partially offset by the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.  

During the second quarter of fiscal 2017, the Company’s effective tax rate of 46.7% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets created primarily from acquisition related expenses that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

For the first six months of fiscal 2018 the Company’s effective tax rate on its income before income taxes from continuing operations was 7.0%. The effective tax rate for the first six months of fiscal 2018 was favorably impacted primarily by (i) the mix of income in lower tax jurisdictions and (ii) the release of unrecognized tax benefit reserves primarily due to the negotiation of a favorable outcome in a foreign jurisdiction, partially offset by (iii) the tax expense created from remeasuring net deferred tax assets as a result of applying the requirements of the Act.

During the first six months of fiscal 2017, the Company’s effective tax rate of33.0% was unfavorably impacted primarily by (i) net increases to valuation allowances against deferred tax assets that were deemed unrealizable and (ii) the impact of non-deductible acquisition related expenses, partially offset by (iii) the mix of income in lower tax jurisdictions.

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Pension and retirement plan

6 Months Ended

Dec. 30, 2017

Pension and retirement plan

Pension and retirement plans

9. Pension plan

The Company has a noncontributory defined benefit pension plan (the “Plan”) that covers substantially all U.S. employees as of January 1, 2018, and an acquired closed noncontributory defined benefit pension plan in the U.S. covering certain PF employees (collectively, the “Plans”). Components of net period pension cost for the Plans were as follows:

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016 (1)		2017		2016 (1)
	(Thousands)
Service cost	$	3,867	$	10,848	$	7,735	$	21,696
Interest cost		5,783		3,774		11,566		7,548
Expected return on plan assets		(13,757)		(10,588)		(27,514)		(21,176)
Amortization of prior service credits		(393)		(393)		(786)		(786)
Recognized net actuarial loss		3,746		3,851		7,492		7,702
Pension settlement charge		13,984		—		13,984		—
Net periodic pension cost	$	13,230	$	7,492	$	12,477	$	14,984

⁽¹⁾ Includes discontinued operations

The Company contributed $8.0 million to the Plans during the first six months of fiscal 2018 and expects to make an additional contribution to the Plans of $8.0 million in the remainder of fiscal 2018.

The Plans meet the definition of defined benefit plans and as a result, the Company applies ASC 715 pension accounting to the Plans. The Plans, however, are cash balance plans that are similar in nature to defined contribution plans in that a participant’s benefit is defined in terms of stated account balances. The cash balance plans provides the Company with the benefit of applying any earnings on the Plan’s investments beyond the fixed return provided to participants, toward the Company’s future cash funding obligations.

Amounts reclassified out of accumulated other comprehensive income (loss), net of tax, to operating expenses during the second quarters and the first six months of fiscal 2018 and fiscal 2017 were not material and substantially all related to net periodic pension costs including recognition of actuarial losses and amortization of prior service credits.

In connection with the sale of the TS business, a significant number of former employees became terminated vested employees under the Plan. During the second quarter of fiscal 2018, the aggregate amount of former employee withdrawals from the Plan exceeded the pension accounting threshold for fiscal 2018, which required a settlement charge under ASC 715 pension accounting. As a result, the Company recognized a $14.0 million pension settlement charge before taxes in the second quarter of fiscal 2018 classified within loss from discontinued operations.

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Shareholders' equity

6 Months Ended

Dec. 30, 2017

Shareholders' equity

Shareholders' equity

10. Shareholders’ equity

Share repurchase program

In November 2017, the Company’s Board of Directors authorized a $200 million increase in the Company’s existing share repurchase program. With this increase, the Company may repurchase up to $1.95 billion of common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors such as share price, corporate and regulatory requirements, and prevailing market conditions. During the second quarter and six months ended December 30, 2017, the Company repurchased 1.7 million and 3.6 million shares, respectively, under this program for a total cost of $67.4 million and $139.4 million, respectively. As of December 30, 2017, the Company had $459.6 million remaining under its share repurchase authorization.

Common stock dividend

In November 2017, the Company’s Board of Directors approved a dividend of $0.18 per common share and dividend payments of $21.6 million were made in December 2017. During the six months ended December 31, 2017, the Company paid dividends of $0.36 per common share and $43.6 million in total.

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Earnings per share

6 Months Ended

Dec. 30, 2017

Earnings per share

Earnings per share

11. Earnings per share

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands, except per share data)
Numerator:
Income from continuing operations	$	56,794	$	32,465	$	114,976	$	100,153
Income (loss) from discontinued operations		(10,070)		70,753		(9,949)		71,908
Net income	$	46,724	$	103,218	$	105,027	$	172,061
Denominator:
Weighted average common shares for basic earnings per share		120,400		127,901		121,543		127,716
Net effect of dilutive stock based compensation awards		1,349		2,446		1,324		2,339
Weighted average common shares for diluted earnings per share		121,749		130,347		122,867		130,055
Basic earnings per share - continuing operations	$	0.47	$	0.25	$	0.94	$	0.78
Basic earnings (loss) per share - discontinued operations		(0.08)		0.55		(0.08)		0.56
Basic earnings per share	$	0.39	$	0.80	$	0.86	$	1.34
Diluted earnings per share - continuing operations	$	0.47	$	0.25	$	0.93	$	0.77
Diluted earnings (loss) per share - discontinued operations		(0.08)		0.54		(0.08)		0.55
Diluted earnings per share	$	0.39	$	0.79	$	0.85	$	1.32
Stock options excluded from earnings per share calculation due to anti-dilutive effect		1,508		7		1,508		7

See Note 3 for additional information on income (loss) from discontinued operations.

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Additional cash flow information

6 Months Ended

Dec. 30, 2017

Additional cash flow information

Additional cash flow information

12. Additional cash flow information

Non-cash investing and financing activities and supplemental cash flow information were as follows:

	Six Months Ended
	December 30,		December 31,
	2017		2016
	(Thousands)
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	17,765	$	8,661
Non-cash Financing Activities:
Unsettled share repurchases	$	3,971		—
Supplemental Cash Flow Information:
Interest	$	48,061	$	61,062
Income taxes	$	65,245	$	67,200

Included in cash and cash equivalents as of December 30, 2017, and July 1, 2017, was $5.2 million and $208.3 million, respectively, of cash equivalents, which was primarily comprised of investment grade money market funds and overnight time deposits.

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Segment information

6 Months Ended

Dec. 30, 2017

Segment information

Segment information

13. Segment information

Electronic Components (“EC”) and Premier Farnell (“PF”) are the Company’s reportable segments (“operating groups”). EC markets and sells semiconductors and interconnect, passive and electromechanical devices and integrated components to a diverse customer base serving many end-markets. PF was acquired during the second quarter of the prior year and distributes electronic components and related products to the electronic system design community utilizing multi-channel sales and marketing resources.

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Sales:
Electronic Components	$	4,163,519	$	4,004,342	$	8,470,769	$	8,122,446
Premier Farnell		358,117		269,217		711,809		269,217
		4,521,636		4,273,559		9,182,578		8,391,663
Operating income (loss):
Electronic Components	$	129,848	$	166,705	$	269,449	$	351,756
Premier Farnell		35,630		23,974		70,425		23,974
		165,478		190,679		339,874		375,730
Corporate (1)		(19,821)		(26,220)		(52,283)		(49,910)
Restructuring, integration and other expenses		(36,762)		(30,400)		(83,156)		(59,869)
Amortization of acquired intangible assets and other		(21,877)		(9,829)		(47,462)		(12,207)
Operating Income	$	87,018	$	124,230		156,973		253,744
Sales, by geographic area:
Americas (2)	$	1,210,251	$	1,252,606	$	2,395,735	$	2,503,114
EMEA (3)		1,506,015		1,380,694		3,199,000		2,645,988
Asia/Pacific (4)		1,805,370		1,640,259		3,587,843		3,242,561
Sales	$	4,521,636	$	4,273,559	$	9,182,578	$	8,391,663

(1)Corporate is not a reportable segment and represents certain centrally incurred overhead expenses and assets that are not included in the EC and PF measures of profitability or assets. Corporate amounts represent a reconciling item between segment measures and total Avnet amounts reported in the consolidated financial statements.

(2)Includes sales from the United States of $1.12 billion and $1.16 billion for the second quarters ended December 30, 2017, and December 31, 2016, respectively. Includes sales from the United States of $2.21 billion and $2.38 billion for the first six months of fiscal 2018 and 2017, respectively.

(3)Includes sales from Germany and Belgium of $571.3 million and $242.4 million, respectively, for the second quarter ended December 30, 2017, and $1.25 billion and $504.9 million, respectively, for the first six months of fiscal 2018. Includes sales from Germany and Belgium of $518.7 million and $227.5 million, respectively, for the second quarter ended December 31, 2016, and $1.04 billion and $430.2 million, respectively, for the first six months of fiscal 2017.

(4)Includes sales from China (including Hong Kong), Taiwan and Singapore of $639.8 million, $715.3 million and $217.3 million, respectively, for the second quarter ended December 30, 2017, and $1.30 billion, $1.37 billion and $446.2 million, respectively, for the first six months of fiscal 2018. Includes sales from China (including Hong Kong), Taiwan and Singapore of $611.8 million, $597.1 million and $220.6 million, respectively, for the second quarter ended December 31, 2016, and $1.24 billion, $1.19 billion and $453.0 million, respectively, for the first six months of fiscal 2017.

	December 30,		July 1,
	2017		2017
	(Thousands)
Property, plant, and equipment, net, by geographic area:
Americas (1)	$	274,138	$	296,038
EMEA (2)		196,663		186,127
Asia/Pacific		36,891		37,410
Property, plant, and equipment, net	$	507,692	$	519,575

(1)Includes property, plant and equipment, net, of $268.8 million and $289.1 million as of December 30, 2017, and July 1, 2017, respectively, in the United States.

(2)Includes property, plant and equipment, net, of $96.2 million, $50.5 million and $41.1 million in Germany, UK and Belgium, respectively, as of December 30, 2017, and $85.6 million, $52.1 million and $39.8 million in Germany, UK and Belgium, respectively, as of July 1, 2017.

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Restructuring expenses

6 Months Ended

Dec. 30, 2017

Restructuring expenses

Restructuring expenses

14. Restructuring expenses

Fiscal 2018

During fiscal 2018, the Company executed certain restructuring actions in an effort to integrate acquisitions and reduce future operating expenses. Restructuring expenses are included as a component of restructuring, integration and other expenses in the consolidated statements of operations. The activity related to the restructuring liabilities established during fiscal 2018 is presented in the following table:

			Facility			Asset
	Severance		Exit Costs		Impairments		Other		Total
	(Thousands)
Fiscal 2018 restructuring expenses	$	32,976		157		936		120	$	34,189
Cash payments		(19,253)		(26)		—		(73)		(19,352)
Non-cash amounts		—		—		(936)		—		(936)
Other, principally foreign currency translation		25		4		—		—		29
Balance at December 30, 2017	$	13,748	$	135	$	—	$	47	$	13,930

Severance expense recorded in the first six months of fiscal 2018 related to the reduction, or planned reduction of approximately 600 employees, primarily in executive management, operations, warehouse, sales and business support functions. Facility exit costs primarily consist of liabilities for remaining lease obligations for exited facilities. Asset impairments relate to the impairment of property, plant and equipment as a result of the underlying restructuring activities. Other restructuring costs related primarily to other miscellaneous restructuring and exit costs. Of the $34.2 million in restructuring expenses recorded during the first six months of fiscal 2018, $28.7 million related to EC, $4.2 million related to PF and $1.3 million related to corporate executive and business support functions. The Company expects the majority of the remaining amounts to be paid by the end of fiscal 2018.

Fiscal 2017

During fiscal 2017, the Company incurred restructuring expenses related to various restructuring actions intended to achieve planned synergies from acquired businesses and to reduce future operating expenses. The following table presents the activity during the first six months of fiscal 2018 related to the remaining restructuring liabilities from continuing operations established during fiscal 2017:

			Facility
	Severance		Exit Costs		Total
	(Thousands)
Balance at July 1, 2017	$	12,186	$	76	$	12,262
Cash payments		(8,198)		(78)		(8,276)
Changes in estimates, net		(1,056)		—		(1,056)
Non-cash amounts		—		—		—
Other, principally foreign currency translation		146		2		148
Balance at December 30, 2017	$	3,078	$	—	$	3,078

The Company expects the majority of the remaining amounts to be paid by the end of fiscal 2018.

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Basis of presentation and new accounting pronouncements (Policies)

6 Months Ended

Dec. 30, 2017

Basis of presentation and new accounting pronouncements

Basis of presentation

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc.’s and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income (loss) and cash flows. All such adjustments are of a normal recurring nature.

The preparation of financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these estimates.

Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2017.

Certain reclassifications have been made in prior periods and the fiscal year to date current periods to conform to the current period presentation.

New accounting pronouncements

New accounting pronouncements

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance related to The Tax Cuts and Jobs Act (the “Act”). The Act changes existing United States tax law and includes numerous provisions that will affect the accounting for U.S. income taxes under ASC 740. SAB 118 allows registrants to record provisional amounts during a one year “measurement period”. The measurement period ends upon finalization of accounting. During the measurement period, impacts of the Act are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 summarizes three stages of applying the impact of the Act to be applied at each reporting period, to account for and qualitatively disclose the accounting impacts of the Act: (i) the effects of the Act for which accounting is complete; (ii) provisional amounts (or adjustments to provisional amounts) for the effects of the Act where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the Act. See Note 8, “Income Taxes” for further discussion of the application of SAB 118 as of December 30, 2017.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and makes certain targeted improvements to simplify the qualification and application of the hedge accounting compared to current GAAP. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements.

In March 2017, the FASB issued Accounting Standards Update 2017-07, Compensation—Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period, and allows only the service cost component to be eligible for capitalization in assets. Other components of the net periodic benefit cost are to be presented separately from the line item that includes the service cost and outside of any subtotal of operating income, and the line item must be appropriately described. If a separate line item is not used, the line item used in the income statement to present the other components of net benefit cost must be disclosed. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within that annual period, with early adoption permitted. The amendment is to be applied retrospectively. The new guidance primarily impacts the income statement presentation of net periodic benefit cost and the Company does not believe adoption of this standard will have a material impact on its consolidated financial statements including income before income taxes, but the reported amount of operating income will decrease compared to historical measurements of operating income. Refer to Note 9, “Pension Plan,” for further information on the components of net periodic pension cost.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The update amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of income tax consequences when the transfer occurs. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. A modified retrospective approach should be applied. The Company is currently evaluating the impact of the adoption of ASU 2016-16 on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The update requires a lessee to recognize assets and liabilities on the consolidated balance sheets for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The update will be effective for the Company in the first quarter of fiscal 2020, using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, as amended (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principles of ASU 2014-09 are to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Application of the guidance in ASU 2014-09 is expected to require more judgment and estimates within the revenue recognition process compared to existing GAAP. ASU 2014-09 is required to be adopted by the Company in the first quarter of fiscal 2019.

The Company expects to adopt the requirements of ASU 2014-09 using retrospective adoption to each prior reporting period presented. The company has established an implementation team inclusive of external advisors engaged to assist in evaluating potential differences compared to existing GAAP. The Company has identified its revenue streams and is currently assessing each stream for potential impacts from the adoption of ASU 2014-09. For the revenue streams assessed, the Company does not anticipate a material impact in the timing or amount of revenue recognized. 

The Company’s analysis and evaluation of the new standard will continue through its effective date and a substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the significant number of customers and the related terms and conditions of our contracts that must be reviewed. The Company does not currently expect significant changes in revenue recognition practices for continuing operations compared to existing GAAP.

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Acquisitions (Tables)

6 Months Ended

Dec. 30, 2017

Acquisitions

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final purchase price allocation (in thousands):

Cash	$	46,354
Trade and other receivables, net		187,303
Inventories		328,037
Property, plant and equipment		52,621
Intangible assets		319,966
Total identifiable assets acquired	$	934,281
Accounts payable, accrued liabilities and other current liabilities	$	160,572
Short-term debt		242,814
Other long-term liabilities		150,109
Total identifiable liabilities acquired	$	553,495
Net identifiable assets acquired		380,786
Goodwill		460,534
Net assets acquired	$	841,320

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Discontinued Operations (Tables)

6 Months Ended

Dec. 30, 2017

Discontinued Operations and Disposal Groups

Schedule of summarized results of discontinued operations

	Second Quarter Ended		Six Months Ended
	December 31, 2016
	(Thousands)
Sales	$	2,453,262	$	4,375,464
Cost of sales		2,199,235		3,928,164
Gross profit		254,027		447,300
Selling, general and administrative expenses		158,356		324,381
Restructuring, integration and other expenses		3,316		7,540
Operating income		92,355		115,379
Interest and other expense, net		(10,635)		(10,630)
Income from discontinued operations before income taxes		81,720		104,749
Income tax expense		10,967		32,841
Income from discontinued operations, net of taxes	$	70,753	$	71,908

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Goodwill and long-lived assets (Tables)

6 Months Ended

Dec. 30, 2017

Goodwill and long-lived assets

Change in goodwill balances by reportable segment

	Electronic		Premier
	Components		Farnell		Total
	(Thousands)
Carrying value at July 1, 2017 (1)		635,048		513,299		1,148,347
Additions from acquisitions		21,539		—		21,539
Foreign currency translation		6,263		17,662		23,925
Measurement period adjustments		2,530		(15,328)		(12,798)
Carrying value at December 30, 2017 (1)	$	665,380	$	515,633	$	1,181,013

⁽¹⁾ Includes accumulated impairment of $1,045,110

Company's identifiable acquired intangible assets

	December 30, 2017						July 1, 2017
	Acquired		Accumulated		Net Book		Acquired		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
	(Thousands)
Customer related	$	308,024	$	(118,563)	$	189,461	$	277,865	$	(79,578)	$	198,287
Trade name		55,973		(12,500)		43,473		46,915		(6,720)		40,195
Technology and other		54,354		(17,545)		36,809		50,369		(11,560)		38,809
	$	418,351	$	(148,608)	$	269,743	$	375,149	$	(97,858)	$	277,291

Estimated future amortization expense

The following table presents the estimated future amortization expense for the remainder of fiscal 2018, the next five fiscal years and thereafter (in thousands):

Fiscal Year
Remainder of fiscal 2018		43,635
2019		85,765
2020		83,488
2021		40,226
2022		12,685
2023		3,703
Thereafter		241
Total	$	269,743

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Debt (Tables)

6 Months Ended

Dec. 30, 2017

Debt

Short-term debt

Short-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Bank credit facilities and other	2.41	%	2.27	%	$	23,351	$	50,113
Accounts receivable securitization program	1.93	%	—			220,000		—
Short-term debt					$	243,351	$	50,113

Long-term debt

Long-term debt consists of the following (in thousands):

	December 30, 2017		July 1, 2017		December 30, 2017		July 1, 2017
	Interest Rate				Carrying Balance
Revolving credit facilities:
Accounts receivable securitization program	—		1.53	%	$	—	$	142,000
Credit Facility	—		2.77	%		—		99,970
Notes due:
June 2020	5.88	%	5.88	%		300,000		300,000
December 2021	3.75	%	3.75	%		300,000		300,000
December 2022	4.88	%	4.88	%		350,000		350,000
April 2026	4.63	%	4.63	%		550,000		550,000
Other long-term debt	1.36	%	1.36	%		451		642
Long-term debt before discount and debt issuance costs						1,500,451		1,742,612
Discount and debt issuance costs - unamortized						(12,385)		(13,400)
Long-term debt					$	1,488,066	$	1,729,212

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Derivative financial instruments (Tables)

6 Months Ended

Dec. 30, 2017

Derivative financial instruments

Schedule of derivative instruments in the balance sheet

	December 30,		July 1,
	2017		2017
	(Thousands)
Forward foreign currency exchange contracts not receiving hedge accounting treatment recorded in:
Other current assets	$	4,380	$	7,297
Accrued expenses		2,489		4,142

Schedule of gain (loss) on derivatives

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Net derivative financial instrument (loss) gain	$	(1,361)	$	771	$	1,715	$	(8,737)

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Pension and retirement plans (Tables)

6 Months Ended

Dec. 30, 2017

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Components of net periodic pension costs

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016 (1)		2017		2016 (1)
	(Thousands)
Service cost	$	3,867	$	10,848	$	7,735	$	21,696
Interest cost		5,783		3,774		11,566		7,548
Expected return on plan assets		(13,757)		(10,588)		(27,514)		(21,176)
Amortization of prior service credits		(393)		(393)		(786)		(786)
Recognized net actuarial loss		3,746		3,851		7,492		7,702
Pension settlement charge		13,984		—		13,984		—
Net periodic pension cost	$	13,230	$	7,492	$	12,477	$	14,984

⁽¹⁾ Includes discontinued operations

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Earnings per share (Tables)

6 Months Ended

Dec. 30, 2017

Earnings per share

Basic and diluted earnings per share calculation

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands, except per share data)
Numerator:
Income from continuing operations	$	56,794	$	32,465	$	114,976	$	100,153
Income (loss) from discontinued operations		(10,070)		70,753		(9,949)		71,908
Net income	$	46,724	$	103,218	$	105,027	$	172,061
Denominator:
Weighted average common shares for basic earnings per share		120,400		127,901		121,543		127,716
Net effect of dilutive stock based compensation awards		1,349		2,446		1,324		2,339
Weighted average common shares for diluted earnings per share		121,749		130,347		122,867		130,055
Basic earnings per share - continuing operations	$	0.47	$	0.25	$	0.94	$	0.78
Basic earnings (loss) per share - discontinued operations		(0.08)		0.55		(0.08)		0.56
Basic earnings per share	$	0.39	$	0.80	$	0.86	$	1.34
Diluted earnings per share - continuing operations	$	0.47	$	0.25	$	0.93	$	0.77
Diluted earnings (loss) per share - discontinued operations		(0.08)		0.54		(0.08)		0.55
Diluted earnings per share	$	0.39	$	0.79	$	0.85	$	1.32
Stock options excluded from earnings per share calculation due to anti-dilutive effect		1,508		7		1,508		7

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Additional cash flow information (Tables)

6 Months Ended

Dec. 30, 2017

Additional cash flow information

Interest and income taxes paid

	Six Months Ended
	December 30,		December 31,
	2017		2016
	(Thousands)
Non-cash Investing Activities:
Capital expenditures incurred but not paid	$	17,765	$	8,661
Non-cash Financing Activities:
Unsettled share repurchases	$	3,971		—
Supplemental Cash Flow Information:
Interest	$	48,061	$	61,062
Income taxes	$	65,245	$	67,200

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Segment information (Tables)

6 Months Ended

Dec. 30, 2017

Segment information

Table of the Company's segments and the related financial information for each

	Second Quarters Ended				Six Months Ended
	December 30,		December 31,		December 30,		December 31,
	2017		2016		2017		2016
	(Thousands)
Sales:
Electronic Components	$	4,163,519	$	4,004,342	$	8,470,769	$	8,122,446
Premier Farnell		358,117		269,217		711,809		269,217
		4,521,636		4,273,559		9,182,578		8,391,663
Operating income (loss):
Electronic Components	$	129,848	$	166,705	$	269,449	$	351,756
Premier Farnell		35,630		23,974		70,425		23,974
		165,478		190,679		339,874		375,730
Corporate (1)		(19,821)		(26,220)		(52,283)		(49,910)
Restructuring, integration and other expenses		(36,762)		(30,400)		(83,156)		(59,869)
Amortization of acquired intangible assets and other		(21,877)		(9,829)		(47,462)		(12,207)
Operating Income	$	87,018	$	124,230		156,973		253,744
Sales, by geographic area:
Americas (2)	$	1,210,251	$	1,252,606	$	2,395,735	$	2,503,114
EMEA (3)		1,506,015		1,380,694		3,199,000		2,645,988
Asia/Pacific (4)		1,805,370		1,640,259		3,587,843		3,242,561
Sales	$	4,521,636	$	4,273,559	$	9,182,578	$	8,391,663

(1)Corporate is not a reportable segment and represents certain centrally incurred overhead expenses and assets that are not included in the EC and PF measures of profitability or assets. Corporate amounts represent a reconciling item between segment measures and total Avnet amounts reported in the consolidated financial statements.

(2)Includes sales from the United States of $1.12 billion and $1.16 billion for the second quarters ended December 30, 2017, and December 31, 2016, respectively. Includes sales from the United States of $2.21 billion and $2.38 billion for the first six months of fiscal 2018 and 2017, respectively.

(3)Includes sales from Germany and Belgium of $571.3 million and $242.4 million, respectively, for the second quarter ended December 30, 2017, and $1.25 billion and $504.9 million, respectively, for the first six months of fiscal 2018. Includes sales from Germany and Belgium of $518.7 million and $227.5 million, respectively, for the second quarter ended December 31, 2016, and $1.04 billion and $430.2 million, respectively, for the first six months of fiscal 2017.

(4)Includes sales from China (including Hong Kong), Taiwan and Singapore of $639.8 million, $715.3 million and $217.3 million, respectively, for the second quarter ended December 30, 2017, and $1.30 billion, $1.37 billion and $446.2 million, respectively, for the first six months of fiscal 2018. Includes sales from China (including Hong Kong), Taiwan and Singapore of $611.8 million, $597.1 million and $220.6 million, respectively, for the second quarter ended December 31, 2016, and $1.24 billion, $1.19 billion and $453.0 million, respectively, for the first six months of fiscal 2017.

Table of Assets by reportable segment and long-lived assets by geographic area

	December 30,		July 1,
	2017		2017
	(Thousands)
Property, plant, and equipment, net, by geographic area:
Americas (1)	$	274,138	$	296,038
EMEA (2)		196,663		186,127
Asia/Pacific		36,891		37,410
Property, plant, and equipment, net	$	507,692	$	519,575

(1)Includes property, plant and equipment, net, of $268.8 million and $289.1 million as of December 30, 2017, and July 1, 2017, respectively, in the United States.

(2)Includes property, plant and equipment, net, of $96.2 million, $50.5 million and $41.1 million in Germany, UK and Belgium, respectively, as of December 30, 2017, and $85.6 million, $52.1 million and $39.8 million in Germany, UK and Belgium, respectively, as of July 1, 2017.

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Restructuring expenses (Tables)

6 Months Ended

Dec. 30, 2017

Fiscal Year 2018 Restructuring Liabilities

Restructuring Cost and Reserve [Line Items]

Activity related to the restructuring reserves

			Facility			Asset
	Severance		Exit Costs		Impairments		Other		Total
	(Thousands)
Fiscal 2018 restructuring expenses	$	32,976		157		936		120	$	34,189
Cash payments		(19,253)		(26)		—		(73)		(19,352)
Non-cash amounts		—		—		(936)		—		(936)
Other, principally foreign currency translation		25		4		—		—		29
Balance at December 30, 2017	$	13,748	$	135	$	—	$	47	$	13,930

Fiscal Year 2017 Restructuring Liabilities

Restructuring Cost and Reserve [Line Items]

Activity related to the restructuring reserves

			Facility
	Severance		Exit Costs		Total
	(Thousands)
Balance at July 1, 2017	$	12,186	$	76	$	12,262
Cash payments		(8,198)		(78)		(8,276)
Changes in estimates, net		(1,056)		—		(1,056)
Non-cash amounts		—		—		—
Other, principally foreign currency translation		146		2		148
Balance at December 30, 2017	$	3,078	$	—	$	3,078

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Acquisitions (PF Acquisition) (Details) $ in Thousands	Oct. 17, 2016 USD ($)	Dec. 30, 2017 USD ($)	Jul. 01, 2017 USD ($)	Oct. 17, 2016 £ / shares	Oct. 17, 2016 USD ($)
Assets Acquired and Liabilities Assumed
Goodwill		$ 1,181,013	$ 1,148,347
PF
Business Acquisition [Line Items]
Cash consideration paid	$ 841,000
Business Acquisition, Share Price | £ / shares				£ 1.85
debt assumed					$ 242,800
Assets Acquired and Liabilities Assumed
Cash					46,354
Trade and other receivable, net					187,303
Inventories					328,037
Property, plant and equipment					52,621
Intangible assets					319,966
Total identifiable assets acquired					934,281
Accounts payable, accrued liabilities and other current liabilities					160,572
Short-term debt					242,814
Other long-term liabilities					150,109
Total identifiable liabilities assumed					(553,495)
Net identifiable assets acquired					380,786
Goodwill					460,534
Net assets acquired					841,320
Goodwill acquired expected to be tax deductible					$ 10,000

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Discontinued Operations - Consideration (Details) - USD ($) $ in Thousands, shares in Millions	6 Months Ended
	Dec. 30, 2017	Jul. 01, 2017	Feb. 25, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Prepaid and other current assets	$ 269,204	$ 253,765
Disposal Group, Held-for-sale, Not Discontinued Operations | TS Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration in sale of business			$ 2,800
Securities sold	1.4

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Discontinued Operations - Economic Hedge (Details)	1 Months Ended
	Feb. 25, 2017
Maximum
Derivative Instruments, Gain (Loss) [Line Items]
Business sale length of contract for certain services	2 years

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Discontinued Operations - Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, net of tax	$ (10,070)	$ 70,753	$ (9,949)	$ 71,908
Net income from discontinued operations	$ (10,070)	70,753	$ (9,949)	71,908
Disposal Group, Held-for-sale, Not Discontinued Operations | TS Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues discontinued operations		2,453,262		4,375,464
Cost of sales		2,199,235		3,928,164
Gross profit		254,027		447,300
Selling, general and administrative expenses		158,356		324,381
Restructuring, integration and other expenses		3,316		7,540
Operating income		92,355		115,379
Interest and other expense, net		(10,635)		(10,630)
Income from discontinued operations before income taxes		81,720		104,749
Income tax expense discontinued operations		10,967		32,841
Income (loss) from discontinued operations, net of tax		70,753		71,908
Net income from discontinued operations		70,753		71,908
Disposal Group, Held-for-sale, Not Discontinued Operations | TS Business | Selling, General and Administrative Expenses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Corporate expenses		$ 14,100		$ 26,600

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Goodwill and long-lived assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 30, 2017	Jul. 01, 2017
Carrying amount of goodwill, by reportable segment
Carrying value	$ 1,148,347
Additions from acquisitions	21,539
Measurement period adjustments	(12,798)
Foreign currency translation	23,925
Carrying value	1,181,013
Accumulated Impairment		$ 1,045,110
Electronic Components
Carrying amount of goodwill, by reportable segment
Carrying value	635,048
Additions from acquisitions	21,539
Measurement period adjustments	2,530
Foreign currency translation	6,263
Carrying value	665,380
Premier Farnell
Carrying amount of goodwill, by reportable segment
Carrying value	513,299
Measurement period adjustments	(15,328)
Foreign currency translation	17,662
Carrying value	$ 515,633

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Goodwill and long-lived assets Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 30, 2017	Jul. 01, 2017
Finite-Lived Intangible Assets [Line Items]
Acquired amount	$ 418,351	$ 375,149
Accumulated Amortization	(148,608)	(97,858)
Net Book Value	269,743	277,291
Customer related
Finite-Lived Intangible Assets [Line Items]
Acquired amount	308,024	277,865
Accumulated Amortization	(118,563)	(79,578)
Net Book Value	189,461	198,287
Trade name
Finite-Lived Intangible Assets [Line Items]
Acquired amount	55,973	46,915
Accumulated Amortization	(12,500)	(6,720)
Net Book Value	43,473	40,195
Technology and other
Finite-Lived Intangible Assets [Line Items]
Acquired amount	54,354	50,369
Accumulated Amortization	(17,545)	(11,560)
Net Book Value	$ 36,809	$ 38,809

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Goodwill and long-lived assets Textuals (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Goodwill and long-lived assets
Weighted average life of intangible assets	3 years
Intangible asset amortization expense	$ 21,800	$ 9,800	$ 47,256	$ 11,759

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Goodwill and long-lived assets (Estimated Future Amortization Expense) (Details) - USD ($) $ in Thousands	Dec. 30, 2017	Jul. 01, 2017
Fiscal Year:
Remainder of fiscal 2018	$ 43,635
2019	85,765
2020	83,488
2021	40,226
2022	12,685
2023	3,703
Thereafter	241
Net Book Value	$ 269,743	$ 277,291

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Debt - short-term debt (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 30, 2017	Jul. 01, 2017
Components of short-term debt
Debt, Current, Total	$ 243,351	$ 50,113
Bank credit facilities and other
Components of short-term debt
Short-term Debt, Weighted Average Interest Rate	2.41%	2.27%
Short-term borrowings	$ 23,351	$ 50,113
Accounts receivable securitization program
Components of short-term debt
Short-term Debt, Weighted Average Interest Rate	1.93%
Current portion of long-term debt	$ 220,000

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Debt - long-term debt (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 30, 2017	Jul. 01, 2017
Debt Instrument [Line Items]
Long-term debt before discount and debt issuance costs	$ 1,500,451	$ 1,742,612
Discount and debt issuance costs - unamortized	(12,385)	(13,400)
Long-term debt	$ 1,488,066	$ 1,729,212
Revolving credit facilities
Debt Instrument [Line Items]
Long-term Debt, Weighted Average Interest Rate		2.77%
Long-term debt before discount and debt issuance costs		$ 99,970
Revolving credit facilities | Accounts receivable securitization program
Debt Instrument [Line Items]
Long-term Debt, Weighted Average Interest Rate		1.53%
Long-term debt before discount and debt issuance costs		$ 142,000
Notes due | Notes Due June 2020
Debt Instrument [Line Items]
Long-term debt, stated interest rate	5.88%	5.88%
Long-term debt before discount and debt issuance costs	$ 300,000	$ 300,000
Notes due | Notes Due December 2021
Debt Instrument [Line Items]
Long-term debt, stated interest rate	3.75%	3.75%
Long-term debt before discount and debt issuance costs	$ 300,000	$ 300,000
Notes due | Notes Due December 2022
Debt Instrument [Line Items]
Long-term debt, stated interest rate	4.88%	4.88%
Long-term debt before discount and debt issuance costs	$ 350,000	$ 350,000
Notes due | Notes Due April 2026
Debt Instrument [Line Items]
Long-term debt, stated interest rate	4.63%	4.63%
Long-term debt before discount and debt issuance costs	$ 550,000	$ 550,000
Other long-term debt
Debt Instrument [Line Items]
Long-term Debt, Weighted Average Interest Rate	1.36%	1.36%
Long-term debt before discount and debt issuance costs	$ 451	$ 642

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Debt (Textuals) (Details) - USD ($) $ in Millions	6 Months Ended
	Dec. 30, 2017	Jul. 01, 2017
Company's total debt
Debt, Long-term and Short-term, Combined Amount	$ 1,730.0	$ 1,780.0
Total fair value	1,800.0	1,850.0
Revolving credit facilities
Debt Instrument [Line Items]
Maximum borrowing amount	$ 1,250.0
Term	5 years
Line of credit facility contingent increase to maximum borrowing capacity	$ 1,500.0
Revolving credit facilities | Accounts receivable securitization program
Debt Instrument [Line Items]
Maximum borrowing amount	400.0
Accounts Receivable from Securitization	$ 730.8	807.5
Line of Credit Facility, Commitment Fee Percentage	0.40%
Revolving credit facilities | Accounts receivable securitization program | Base Rate or Commercial Paper
Debt Instrument [Line Items]
Spread over base rate	0.40%
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing amount	$ 150.0
Letters of credit outstanding, amount	$ 2.0	$ 3.1
Notes due | Notes Due December 2021
Debt Instrument [Line Items]
Long-term debt, stated interest rate	3.75%	3.75%
Notes due | Notes Due April 2026
Debt Instrument [Line Items]
Long-term debt, stated interest rate	4.63%	4.63%

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Derivative financial instruments Textuals (Details) - USD ($)	6 Months Ended
	Dec. 30, 2017	Jul. 01, 2017
Derivative fair value
Derivative assets fair value	$ 4,380,000	$ 7,297,000
Derivative liabilities fair value	$ 2,489,000	4,142,000
Minimum | Foreign Exchange Forward
Derivatives, Fair Value [Line Items]
Maximum maturity of foreign exchange contracts (less than one year)	60 days
Maximum | Foreign Exchange Forward
Derivatives, Fair Value [Line Items]
Maximum maturity of foreign exchange contracts (less than one year)	1 year
Not Designated as Hedging Instrument | Equity securities | Foreign Exchange Forward | Accrued Expenses
Derivative fair value
Derivative liabilities fair value	$ 12,800,000	$ 34,000,000

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Derivative financial instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Net derivative financial instrument (loss) gain	$ (1,361)	$ 771	$ 1,715	$ (8,737)
Other expenses, net
Derivative Instruments, Gain (Loss) [Line Items]
Derivative financial loss		$ 27,000		$ 35,000

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Commitments and contingencies (Textuals) (Details) $ in Millions	Dec. 30, 2017 USD ($)
Loss Contingency, Estimate [Abstract]
Estimate of possible loss	$ 14.2

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Income taxes textuals (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016	Jul. 01, 2017
Income taxes
Changes in deferred tax assets due to changes in U.S. corporate tax rates	$ 11.1
Unremitted foreign earnings					$ 3,300.0
Effective tax rate	8.60%	46.70%	7.00%	33.00%

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Pension and retirement plans (Periodic Pension Cost) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Components of net periodic pension costs
Service cost	$ 3,867	$ 10,848	$ 7,735	$ 21,696
Interest cost	5,783	3,774	11,566	7,548
Expected return on plan assets	(13,757)	(10,588)	(27,514)	(21,176)
Amortization of prior service credits	(393)	(393)	(786)	(786)
Recognized net actuarial loss	3,746	3,851	7,492	7,702
Pension settlement charge	13,984		13,984
Net periodic pension (benefit) cost	13,230	$ 7,492	12,477	$ 14,984
Plan
Components of net periodic pension costs
Contributions			8,000
Defined benefit plans, estimated future employer contributions each remaining quarter of current fiscal year	$ 8,000		$ 8,000

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Shareholders' equity (Share repurchase program textuals) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016	Nov. 25, 2017
Shareholders' equity
Increase in authorized repurchase amount						$ 200,000
Authorized repurchase of common stock under Share Repurchase Program	$ 1,950,000	$ 1,950,000		$ 1,950,000
Shares repurchased during period (in shares)		1.7		3.6
Cost of repurchase		$ 67,400		$ 139,400
Remaining authorized repurchase amount	$ 459,600	$ 459,600		$ 459,600
Cash dividends paid per common share	$ 0.18	$ 0.18	$ 0.17	$ 0.36	$ 0.34
Dividends paid on common stock		$ 21,600		$ 43,572	$ 43,426

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Earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Numerator:
Income from continuing operations	$ 56,794	$ 32,465	$ 114,976	$ 100,153
Income (loss) from discontinued operations	(10,070)	70,753	(9,949)	71,908
Net income	$ 46,724	$ 103,218	$ 105,027	$ 172,061
Denominator:
Weighted average common shares for basic earnings per share	120,400	127,901	121,543	127,716
Net effect of dilutive stock based compensation awards	1,349	2,446	1,324	2,339
Weighted average common shares for diluted earnings per share	121,749	130,347	122,867	130,055
Basic earnings per share-continuing operations	$ 0.47	$ 0.25	$ 0.94	$ 0.78
Basic earnings (loss) per share-discontinued operations	(0.08)	0.55	(0.08)	0.56
Basic earnings per share	0.39	0.80	0.86	1.34
Diluted earnings per share-continuing operations	0.47	0.25	0.93	0.77
Diluted earnings (loss) per share-discontinued operations	(0.08)	0.54	(0.08)	0.55
Diluted earnings per share	$ 0.39	$ 0.79	$ 0.85	$ 1.32
Stock options excluded from earnings per share calculation due to antidilutive effect	1,508	7	1,508	7

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Additional cash flow information (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Jul. 01, 2017
Interest and income taxes paid
Capital expenditures incurred but not paid	$ 17,765	$ 8,661
Unsettled repurchases of common stock	3,971
Interest	48,061	61,062
Income taxes paid	65,245	$ 67,200
Cash equivalents	$ 5,200		$ 208,300

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Segment information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Sales, by segment
Sales	$ 4,521,636	$ 4,273,559	$ 9,182,578	$ 8,391,663
Operating income (expense):
Restructuring, integration and other expenses (Note 14)	(36,762)	(30,400)	(83,156)	(59,869)
Amortization of acquired intangible assets and other	(21,877)	(9,829)	(47,462)	(12,207)
Operating income	87,018	124,230	156,973	253,744
Segment
Operating income (expense):
Operating income	165,478	190,679	339,874	375,730
Electronic Components
Operating income (expense):
Operating income	129,848	166,705	269,449	351,756
Electronic Components | Segment
Sales, by segment
Sales	4,163,519	4,004,342	8,470,769	8,122,446
Premier Farnell
Operating income (expense):
Operating income	35,630	23,974	70,425	23,974
Premier Farnell | Segment
Sales, by segment
Sales	358,117	269,217	711,809	269,217
Business Support | Corporate
Operating income (expense):
Corporate	$ (19,821)	$ (26,220)	$ (52,283)	$ (49,910)

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Segment information (Sales, by geographic area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 30, 2017	Dec. 31, 2016	Dec. 30, 2017	Dec. 31, 2016
Sales, by geographic area:
Sales	$ 4,521,636	$ 4,273,559	$ 9,182,578	$ 8,391,663
Americas
Sales, by geographic area:
Sales	1,210,251	1,252,606	2,395,735	2,503,114
United States
Sales, by geographic area:
Sales	1,120,000	1,160,000	2,210,000	2,380,000
EMEA
Sales, by geographic area:
Sales	1,506,015	1,380,694	3,199,000	2,645,988
Germany
Sales, by geographic area:
Sales	571,300	518,700	1,250,000	1,040,000
Belgium
Sales, by geographic area:
Sales	242,400	227,500	504,900	430,200
Asia Pacific
Sales, by geographic area:
Sales	1,805,370	1,640,259	3,587,843	3,242,561
Taiwan
Sales, by geographic area:
Sales	715,300	597,100	1,370,000	1,190,000
China (including Hong Kong)
Sales, by geographic area:
Sales	639,800	611,800	1,300,000	1,240,000
SINGAPORE
Sales, by geographic area:
Sales	$ 217,300	$ 220,600	$ 446,200	$ 453,000

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Segment information (Property, plant and equipment, net, by geographic area) (Details) - USD ($) $ in Thousands	Dec. 30, 2017	Jul. 01, 2017
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	$ 507,692	$ 519,575
Americas
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	274,138	296,038
United States
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	268,800	289,100
EMEA
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	196,663	186,127
Germany
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	96,200	85,600
United Kingdom
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	50,500	52,100
Belgium
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	41,100	39,800
Asia Pacific
Property, plant and equipment, net, by geographic area
Property, plant and equipment, net	$ 36,891	$ 37,410

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Restructuring expenses (Details) $ in Thousands	6 Months Ended
	Dec. 30, 2017 USD ($)
Fiscal Year 2018 Restructuring Liabilities
Activity related to the restructuring reserves
Restructuring expenses	$ 34,189
Cash payments	(19,352)
Non-cash amounts	(936)
Other, principally foreign currency translation	29
Ending Balance	13,930
Fiscal Year 2017 Restructuring Liabilities
Activity related to the restructuring reserves
Beginning Balance	12,262
Cash payments	(8,276)
Changes in estimates, net	(1,056)
Other, principally foreign currency translation	148
Ending Balance	3,078
Employee Severance | Fiscal Year 2018 Restructuring Liabilities
Activity related to the restructuring reserves
Restructuring expenses	32,976
Cash payments	(19,253)
Other, principally foreign currency translation	25
Ending Balance	13,748
Employee Severance | Fiscal Year 2017 Restructuring Liabilities
Activity related to the restructuring reserves
Beginning Balance	12,186
Cash payments	(8,198)
Changes in estimates, net	(1,056)
Other, principally foreign currency translation	146
Ending Balance	3,078
Facility Closing | Fiscal Year 2018 Restructuring Liabilities
Activity related to the restructuring reserves
Restructuring expenses	157
Cash payments	(26)
Other, principally foreign currency translation	4
Ending Balance	135
Facility Closing | Fiscal Year 2017 Restructuring Liabilities
Activity related to the restructuring reserves
Beginning Balance	76
Cash payments	(78)
Other, principally foreign currency translation	2
Asset Impairments | Fiscal Year 2018 Restructuring Liabilities
Activity related to the restructuring reserves
Restructuring expenses	936
Non-cash amounts	(936)
Other Restructuring | Fiscal Year 2018 Restructuring Liabilities
Activity related to the restructuring reserves
Restructuring expenses	120
Cash payments	(73)
Ending Balance	$ 47

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Restructuring expenses (Textuals) (Details) $ in Thousands	6 Months Ended
	Dec. 30, 2017 USD ($) employee	Jul. 01, 2017 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of employee reductions under Severance charges | employee	600
Fiscal Year 2018 Restructuring Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 34,189
Restructuring Reserve	13,930
Fiscal Year 2018 Restructuring Liabilities | Electronic Components
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	28,700
Fiscal Year 2018 Restructuring Liabilities | Premier Farnell
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	4,200
Fiscal Year 2018 Restructuring Liabilities | Business Support
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	1,300
Fiscal Year 2017 Restructuring Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 3,078	$ 12,262