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AVNET INC
FORM 10-K
(Annual Report)
Filed 08/09/13 for the Period Ending 06/29/13
Address 2211 SOUTH 47TH STREET
PHOENIX, AZ 85034
Telephone 4806432000
CIK 0000008858
Symbol AVT
SIC Code
5065 - Electronic Parts and Equipment, Not Elsewhere Classified
Industry Electronic Instr. & Controls
Sector Technology
Fiscal Year 07/01
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... (Annual Report) Filed 08/09/13 for the Period Ending 06/29/13 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 2211 SOUTH 47TH STREET PHOENIX, AZ 85034 4806432000 0000008858 AVT 5065 - Electronic Parts and Equipment, Not Elsewhere Classified Electronic Instr. & Controls Technology...

  • Page 2
    ... file number 1-4224 3 Avnet, Inc. (Exact name of registrant as specified in its charter) New York 11-1890605 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2211 South 47th Street, 85034 Phoenix, Arizona (Address of principal executive offices...

  • Page 3
    ... 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and...

  • Page 4

  • Page 5
    ...generally along more specific product lines or geographies. However, each division relies heavily on the support services provided by the operating group as well as centralized support at the corporate level. Avnet's operating groups and their sales are as follows: Region EM Americas EM EMEA EM Asia...

  • Page 6
    ... and contract manufacturers. In EMEA, divisions, which are organized by semiconductors, IP&E products and supply chain services, address customers on both a pan-European and regional basis. EM Asia goes to market with sales and marketing divisions within China, South Asia, Australia, New Zealand and...

  • Page 7
    ... and IT lifecycle services, and multilingual vendor accredited training. To continue to meet customer expectations in an evolving IT ecosystem, TS is also focused on delivering single and multi-vendor converged systems. TS continues to invest in geographic, technology and vertical markets with high...

  • Page 8
    ... for product obsolescence and price erosion. These agreements are generally cancelable upon 30 to 180 days' notice and, in most cases, provide for inventory return privileges upon cancellation. In addition, the Company enhances its competitive position by offering a variety of value-added services...

  • Page 9
    ...Avnet, Inc. 2211 South 47 th Street Phoenix, Arizona 85034 (480) 643-2000 Attention: Corporate Secretary The Company also makes these filings available, free of charge, through its website (see "Avnet Website" below). Avnet Website In addition to the information about Avnet contained in this Report...

  • Page 10
    ... Company's distribution of electronic components and computer products from the industry's leading suppliers. In addition, to the extent that any of the Company's key suppliers modify the terms of their contracts including, without limitation, the terms regarding price protection, rights of return...

  • Page 11
    ... include, but are not limited to, risks relating to expanding into emerging markets and business areas, adding additional product lines and services, incurring unanticipated costs or liabilities associated with the companies acquired and diverting management's attention from existing business...

  • Page 12
    ... have long-term supply arrangements with its customers. Generally, the Company's customers may cancel orders 30 days prior to shipment with minimal penalties. The Company cannot be assured that unforeseen new product developments, declines in the value of the Company's inventory or unforeseen order...

  • Page 13
    ... any such challenge. If the Company fails to maintain effective internal controls, it may not be able to report its financial results accurately or timely or prevent or detect fraud, which could have a material adverse effect on the Company's business or the market price of the Company's securities...

  • Page 14
    ... Ohio Chandler, Arizona Atlanta, Georgia Hong Kong, China Phoenix, Arizona Coppell, Texas Nettetal, Germany Tempe, Arizona Nettetal, Germany Nogales, Mexico Primary Use EM warehousing, value-added operations and offices EM warehousing and value-added operations EM and TS warehousing and value-added...

  • Page 15
    ...'s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market price per share The Company's common stock is listed on the New York Stock Exchange under the symbol AVT. Quarterly high and low sales closing prices (as reported for the New York Stock Exchange composite...

  • Page 16
    ....11 73.79 82.26 7/3/2010 87.04 84.43 83.84 7/2/2011 118.15 110.35 125.55 6/30/2012 112.01 116.36 112.07 6/29/2013 121.96 140.32 130.55 The stock price performance included in this graph is not necessarily indicative of future stock price performance. The Company does not make or endorse any...

  • Page 17
    ... 29, 2013 Total Number of Shares Purchased (1) Average Price - - - $224,475,000 $224,475,000 $224,475,000 June 30, 2012 July 2, 2011 July 3, 2010 (Millions, except for per share and ratio data) June 27, 2009 (a) Income: Sales $ 25,458.9 $ 25,707.5 $ 26,534.4 $ 19,160.2 $ 16,229.9 Gross profit...

  • Page 18
    ...the fiscal 2010 consolidated financial statements because the Company's 2% ...reported balances. Adjustments-increase (decrease) June 27, 2009 (Millions, except per share data) $ (0.3) 12.2 (4.6) (7.3) $ (0.05) $ (0.05) Selling, general and administrative expenses Interest expense Income tax...

  • Page 19
    ... TS Americas to EM Americas that occurred in the first quarter of fiscal 2012 and the transfer of another business unit from TS Americas to EM Americas that was completed at the beginning of fiscal 2013. Sales taking into account the combination of these adjustments are referred to as "organic sales...

  • Page 20
    ...June 30, % of July 2, 2012 Total 2011 (Dollars in millions) Percent Change 2013 to 2012 to 2012 2011 June 29, 2013 Sales by Operating Group: EM Americas EM EMEA EM Asia Total EM TS Americas TS EMEA TS Asia Total TS Total Avnet, Inc. Sales by Geographic Area: Americas EMEA Asia/Pacific $ % of Total...

  • Page 21
    ...Fiscal 2013 RTI Holdings TSSLink, Inc. Universal Semiconductor, Inc. Genilogix Brightstar Partners, Inc. Magirus AG Tekdata Interconnections, Limited Internix, Inc. C.R.G. Electronics, Ltd. Pepperweed Consulting Mattelli Limited Altron GmbH & Co KG Total Group & Region Acquisition Date EM Asia TS...

  • Page 22
    ...Acquired Business Fiscal 2011 itX Group Ltd. Center Cell Eurotone Broadband Unidux Tallard Technologies Bell Microproducts Inc. Total Group & Region Approximate Annualized Revenues (1) (Millions) $ 160 5 30 8 370 250 3,021 3,844 Acquisition Date TS Asia EM Americas EM Asia EM Americas EM Asia TS...

  • Page 23
    ... the Company's revenue performance by operating group. Sales as Reported EM TS Fiscal 2012 EM TS Fiscal 2011 $ $ $ $ Acquisition Sales Organic Sales (Dollars in millions) 14,933.1 $ 211.2 $ 15,144.3 10,774.4 137.8 10,912.2 25,707.5 $ 349.0 $ 26,056.5 15,066.2 11,468.2 26,534.4 $ $ 1,092.3 $ (365...

  • Page 24
    ... groups with employee reductions of approximately 1,100 in EM, 400 in TS and 150 in business support functions. Facility exit costs for vacated facilities related to 32 facilities in the Americas, 26 in EMEA and 11 in the Asia region, and consisted of reserves for remaining lease liabilities...

  • Page 25
    ... Severance charges recorded in fiscal 2011 related to personnel reductions of over 550 employees in administrative, finance and sales functions primarily in connection with the integration of the acquired Bell business into the existing EM Americas, TS Americas and TS EMEA regions and, to a lesser...

  • Page 26
    ... business in the TS Asia region. During fiscal 2012, the Company recognized a gain on bargain purchase of $4.3 million pre- and after tax and $0.03 per share on a diluted basis. In January 2012, the Company acquired Unidux Electronics Limited, a Singapore publicly traded company, through a tender...

  • Page 27
    ... associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies. Excluding the benefit in both fiscal years related to the release of the tax valuation allowance associated with the EMEA legal entity, the effective tax rate for fiscal 2013 would have been...

  • Page 28
    ... in August 2012 (see Item 5 . Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in this Form 10-K). During fiscal 2012 , the Company received proceeds of $595.8 million , primarily from borrowings under the accounts receivable securitization...

  • Page 29
    ... under the accounts receivable securitization program and repaid $109.6 million for the 3.75% Notes acquired in the Bell acquisition which were tendered during fiscal 2011 . The Company also received proceeds of $8.9 million , net of repayments, related to its revolving credit facility and other...

  • Page 30
    ... several small lines of credit in various locations to fund the short-term working capital, foreign exchange, overdraft and letter of credit needs of its wholly owned subsidiaries in EMEA, Asia and Canada. Avnet generally guarantees its subsidiaries' obligations under these facilities. Covenants and...

  • Page 31
    ... 2012). The Company plans to 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 stock repurchase program at any time without prior notice. The timing and actual number...

  • Page 32
    ... of return and price protection. Because of the large number of transactions and the complexity of managing the process around price protections and stock rotations, estimates are made regarding adjustments to the carrying amount of inventories. Additionally, assumptions about future demand, market...

  • Page 33
    .... In order to estimate the fair value of its reporting units, the Company uses a combination of an income approach, specifically a discounted cash flow methodology, and a market approach. The discounted cash flow methodology includes assumptions for, among others, forecasted revenues, gross profit...

  • Page 34
    ... amount of revenue and related costs or the net amount (gross fees less related cost of sales or services) earned when acting as an agent for certain customers and suppliers. Generally, transactions that qualify for net accounting treatment consist of the sale of supplier service contracts for which...

  • Page 35
    ... 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...

  • Page 36
    Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information called for by Item 10 is incorporated in this Report by reference to the Company's definitive proxy statement relating to the Annual Meeting of Stockholders anticipated to be held on November ...

  • Page 37
    ... documents are filed as part of this Report: Page 1. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Avnet, Inc. and Subsidiaries Consolidated Financial Statements: Consolidated Balance Sheets at June 29, 2013 and June 30, 2012 Consolidated Statements...

  • Page 38
    ... duly authorized. AVNET, INC. (Registrant) By: /s/ RICHARD HAMADA Richard Hamada Chief Executive Officer and Director Date: August 9, 2013 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints each of Richard Hamada and Kevin Moriarty his or...

  • Page 39
    36

  • Page 40
    .... A company's internal control over financial reporting is a process designed 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. A company...

  • Page 41
    Table of Contents AVNET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, 2012 June 29, 2013 (Thousands, except share amounts) ASSETS Current assets: Cash and cash equivalents Receivables, less allowances of $95,656 and $106,319, respectively (Note 3) Inventories Prepaid and other current...

  • Page 42
    ...Cost of sales Gross profit Selling, general and administrative expenses Restructuring, integration and other charges (Note 17) Operating income Other income (expense), net Interest expense Gain on bargain purchase and other (Note 2) Income before income taxes Income tax provision (Note 9) Net income...

  • Page 43
    ... COMPREHENSIVE INCOME Years Ended June 30, 2012 (Thousands) $ 567,019 June 29, 2013 Net income Other comprehensive income, net of tax: Foreign currency translation adjustments Pension liability adjustments Total comprehensive income $ 450,073 44,597 30,130 524,800 July 2, 2011 $ 669,069 329,884 19...

  • Page 44
    ... related tax benefits of $4,442 Balance, June 30, 2012 Net income Translation adjustments (Note 4) Pension liability adjustment, net of tax of $19,062 (Notes 4,10 and 15) Repurchases of common stock (Note 4) Stock option and incentive programs, including related tax benefits of $4,110 Acquisition...

  • Page 45
    ... items: Depreciation and amortization Deferred income taxes (Note 9) Stock-based compensation (Note 12) Gain on bargain purchase and other (Note 2) Other, net (Note 15) Changes in (net of effects from businesses acquired): Receivables Inventories Accounts payable Accrued expenses and other, net Net...

  • Page 46
    ... purchase price over the fair value of net assets acquired. Annual tests for goodwill impairment are performed by applying a fair-value based test to Avnet's six reporting units, defined as each of the three regional businesses, which are the Americas, EMEA (Europe, Middle East and Africa), and Asia...

  • Page 47
    ... or services have been rendered, the sales price is fixed or determinable and collectability is reasonably assured. Generally, these criteria are met upon shipment to customers. Most of the Company's product sales come from product Avnet purchases from a supplier and holds in inventory. A portion...

  • Page 48
    ... instruments - The Company measures financial assets and liabilities at fair value based upon exit price, representing the amount that would be received on the sale of an asset or paid to transfer a liability, in an orderly transaction between market participants. Accounting standards require inputs...

  • Page 49
    ...entirety in the same reporting period (e.g., pension amounts that are included in inventory), a cross reference to other disclosures is required in the notes. ASU 2013-02 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2012. This ASU is to...

  • Page 50
    ...estimated fair values of the assets acquired and liabilities assumed at the respective acquisition dates (in thousands): Cash Accounts receivable, net Inventory Other current assets Property, plant and equipment Other assets Total identifiable assets acquired Current liabilities Long term debt Other...

  • Page 51
    ... occurring subsequent to the acquisition date). In addition to the acquisitions described above, during fiscal 2013, the Company acquired the remaining non-controlling interest in a consolidated subsidiary for a purchase price that was less than its carrying value. The Company has reflected the...

  • Page 52
    ... 6, 2010, the Company completed its acquisition of Bell, a value-added distributor of storage and server products and solutions and computer components products, providing integration and support services to OEMs, VARs, system builders and end users in the U.S., Canada, EMEA and Latin America. The...

  • Page 53
    ... costs associated with the early termination of a credit facility. During fiscal 2011, the Company completed the divestiture of New ProSys Corp. ("ProSys"), a value-added reseller and provider of IT infrastructure solutions. Avnet acquired ProSys as part of the Bell acquisition. Total consideration...

  • Page 54
    ... of common stock in the open market or through privately negotiated transactions. The timing and actual number of shares purchased will depend on a variety of factors such as price, corporate and regulatory requirements, and prevailing market conditions. During fiscal 2013 , the Company repurchased...

  • Page 55
    ... acquired during fiscal 2013 (see Note 2) and purchase accounting adjustments to prior year acquisitions that occurred during the purchase price allocation period. The adjustment to goodwill is a result of the transfer of a business unit from TS to EM. During fiscal 2013, the Company recorded...

  • Page 56
    ... 1,193 257,552 300,434 - 650,400 2,047,819 (2,636) 2,045,183 $ At June 29, 2013 , the carrying value and fair value of the Company's debt was $2,045,183,000 and $2,130,294,000 , respectively. Fair value was estimated primarily based upon quoted market prices for the Company's long-term notes. 53

  • Page 57
    .... The tax provision for deferred income taxes results from temporary differences arising principally from inventory valuation, accounts receivable valuation, net operating losses, certain accruals and depreciation, net of any changes to the valuation allowance. Years Ended June 30, 2012 (Thousands...

  • Page 58
    ... of two audits by the U.S. Internal Revenue Service ("IRS") for the Company and an acquired company. As a result, the Company recognized a tax benefit of $33,005,000 in fiscal 2013 . Avnet's effective tax rate on income before income taxes was 28.3% in fiscal 2012 as compared with an effective...

  • Page 59
    ... risk associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing a tax valuation allowance. Accruals for unrecognized tax benefits are included in "accrued expenses and other" and "other long term liabilities" on the consolidated balance...

  • Page 60
    ... Belgium, Germany and United States (federal and state) United Kingdom Hong Kong Singapore Netherlands and Taiwan Fiscal Year 2010-2013 2009-2013 2007-2013 2006-2013 2008-2013 10. Pension and retirement plans Pension Plan The Company's noncontributory defined benefit pension plan (the "Plan...

  • Page 61
    ... Plan was amended effective June 1, 2012 to improve pre-retirement death benefits so that the pre-retirement death benefits will be payable without regard to marital status, and will be based on 100% of the participant's vested cash account. The increase in liability is recognized as a prior service...

  • Page 62
    ... date for fiscal 2013 and 2012 : 2013 Equity securities Fixed income Cash and cash equivalents 75% 24 1 2012 75% 24 1 The general investment objectives of the Plan are to maximize returns through a diversified investment portfolio in order to earn annualized returns that meet the long-term...

  • Page 63
    ... 365,373 $ $ $ $ The following table sets forth by level, within the fair value hierarchy, the Plan's investments at fair value as of June 30, 2012 . Level 1 Cash and cash equivalents Equities: U.S. common stocks International common stocks Fixed Income: U.S. government agencies U.S. corporate...

  • Page 64
    ... measures all share-based payments, including grants of employee stock options, at fair value and recognizes related expense in the consolidated statement of operations over the service period (generally the vesting period). During fiscal 2013 , 2012 , 2011 , the Company expensed $43,677,000 , $35...

  • Page 65
    ...70 Months 53 Months Outstanding at June 30, 2012 Granted Exercised Forfeited or expired Outstanding at June 29, 2013 Exercisable at June 29, 2013 The weighted-average grant-date fair values of stock options granted during fiscal 2013 , 2012 and 2011 were $11.33 , $9.67 and $8.72 , respectively. At...

  • Page 66
    ... stock at a later date. During fiscal 2013 , 2012 and 2011 , compensation cost associated with the outside director stock bonus plan was $999,000 , $1,110,000 , $1,050,000 , respectively. Employee stock purchase plan The Company has an ESPP under the terms of which eligible employees of the Company...

  • Page 67
    ... to purchase 565,840 shares of the Company's stock for fiscal 2013 and 238,000 shares for both fiscal 2012 and 2011 , were excluded from the calculations of diluted earnings per shares because the exercise price for those options was above the average market price of the Company's stock during...

  • Page 68
    ... supply-chain management, engineering design, inventory replenishment systems, connector and cable assembly and semiconductor programming. TS markets and sells mid- to high-end servers, data storage, software, and the services required to implement these products and solutions to the value-added...

  • Page 69
    ...: Electronics Marketing Technology Solutions Corporate Capital expenditures: Electronics Marketing Technology Solutions Corporate Depreciation & amortization expense: Electronics Marketing Technology Solutions Corporate Sales, by geographic area, are as follows: Americas (1) EMEA (2) Asia/Pacific...

  • Page 70
    ...Includes sales of $1.8 billion , $2.4 billion and $1.2 billion in Taiwan, China (including Hong Kong) and Singapore, respectively, for fiscal 2011 . Includes property, plant and equipment, net, of $273.4 million , $266.7 million and $231.3 million in the United States for fiscal 2013 , 2012 and 2011...

  • Page 71
    ... is a loss of $8,789,000 related to the exit of two multi-employer pension plans associated with acquired entities in Japan. Acquisition costs incurred during fiscal 2013 related primarily to professional fees for advisory services and legal and accounting due diligence procedures and other legal...

  • Page 72
    ... other onerous lease obligations that have no ongoing benefit to the Company. Of the $50,253,000 pre-tax restructuring charges recorded during fiscal 2012, $27,537,000 related to EM and $22,716,000 related to TS and the remaining related to corporate charges. As of June 29, 2013 , management expects...

  • Page 73
    ...of over 550 employees in administrative, finance and sales functions primarily in connection with the integration of the acquired Bell business into the existing EM Americas, TS Americas and TS EMEA regions and, to a lesser extent, other cost reduction actions. Facility exit costs consisted of lease...

  • Page 74
    ... on bargain purchase recorded in the first quarter of 2013 offset by a loss on a divestiture related to a small business in TS Asia. The Company also recorded an income tax adjustment of $17.4 million related to a favorable audit settlement of a U.S. income tax audit for an acquired company. Third...

  • Page 75
    ...recorded a small adjustment to the gain on bargain purchase related to the business in Japan acquired in the third quarter. The Company also recorded a net tax benefit of $34.2 million , which is comprised of (i) a tax benefit of $41.6 million for the release of valuation allowances against deferred...

  • Page 76
    ... Fiscal 2013 Allowance for doubtful accounts Valuation allowance on foreign tax loss carry-forwards (Note 9) Fiscal 2012 Allowance for doubtful accounts Valuation allowance on foreign tax loss carry-forwards (Note 9) Fiscal 2011 Allowance for doubtful accounts Valuation allowance on foreign tax loss...

  • Page 77
    ... of Control Agreement between the Company Richard Hamada, Gerry Fay, Erin Lewin and Steve Phillips (incorporated herein by reference to the Company's Current Report on Form 8-K dated February 14, 2011, Exhibit 10.3). * Form of Employment Agreement by and between the Company and Erin Lewin. 10.2 10...

  • Page 78
    ... by and between Kevin Moriarty and the Company (incorporated by reference to the Company's Current Report on Form 8-K dated December 12, 2012, Exhibit 10.1). 10.8 Avnet 1995 Stock Option Plan (incorporated herein by reference to the Company's Current Report on Form 8-K dated February 12, 1996...

  • Page 79
    ... Generally as of January 1, 2009) (incorporated herein by reference to the Company's Current Report on Form 8-K dated August 13, 2010, Exhibit 10.2). * * Avnet Supplemental Executive Officers' Retirement Plan (2013 Restatement). Avnet Restoration Plan (2013 Restatement). Avnet 1999 Stock Option Plan...

  • Page 80
    (a) Form of nonqualified stock option agreement (b) Form of incentive stock option agreement (c) Form of performance stock unit term sheet (d) Form of restricted stock unit term sheet 75

  • Page 81
    ... to the Company's Current Report on Form 8-K dated August 13, 2010, Exhibit 10.6). Amendment No. 1 to Avnet Deferred Compensation Plan (Amended and Restated Effective Generally as of January 1, 2009) (incorporated herein by reference to the Company's Annual Report on Form 10-K dated August 12...

  • Page 82
    2010, Exhibit 10.1). 76

  • Page 83
    ...in 10.27(j) above (incorporated herein by reference to the Company's Current Report on Form 8-K dated August 24, 2012, Exhibit 10.1). 10.28 Credit Agreement dated as of November 18, 2011 among Avnet, Inc., Bank of America, N.A., as Administrative Agent, and each lender thereto (incorporated herein...

  • Page 84
    ... (" Executive "), and AVNET, INC., a New York corporation, with its principal executive offices at 2211 South 47 th Street, Phoenix, AZ 85034 (the " Company "), effective as of this ____ day of the " Effective Date "). WHEREAS, the Company wishes to provide for the continued employment of Executive...

  • Page 85
    ... in Section 3.d(ii), below. d. Employee Benefits . Executive shall be entitled to participate, on terms no less favorable than the terms offered to other senior executives of the Company, in any group and/or executive life, hospitalization or disability insurance plan, health program, profit sharing...

  • Page 86
    purchase plan, 401(k) plan, pension plan, and similar benefit plans (qualified, non-qualified, and supplemental) and other fringe benefits of the Company in effect from time to time; provided, however, thatExecutive shall not be entitled to participate in or receive benefits under any severance or ...

  • Page 87
    ..., market and supplier strategies, customer identity and needs, information pertaining to employee effectiveness and compensation, inventory strategy, product costs, gross margins, and other information relating to the affairs of the Company and its affiliates and subsidiaries that Executive shall...

  • Page 88
    ... (as defined below) during the term of this Agreement, Executive shall be entitled to any disability benefits payable under Company-sponsored disability benefit plans made available to Company employees generally, and her employment hereunder shall terminate. Executive shall be entitled to a pro...

  • Page 89
    ...termination of employment, termination date, and similar terms related to Executive's termination of employment or separation from service shall refer to the date of Executive's "separation from service" within the meaning of Section 409A(a)(2)(A)(i) of the Code, as determined by the Company. c. Six...

  • Page 90
    ... . Executive's right to receive (I) tax-qualified retirement and savings and (II) health benefits under this Agreement is subject to the terms of the applicable plans and satisfying all applicable taxqualification, nondiscrimination, and similar requirements. In lieu of any benefit that the Company...

  • Page 91
    ... terms or the requirements of Section 409A; or (iii) the Company's failure to satisfy the Section 409A document requirements for any nonqualified deferred compensation plan other than this Agreement, the Company shall pay to Executive an amount such that after all required income and employment tax...

  • Page 92
    ... forfeit amounts payable to Executive under this Agreement to the extent that a certified public accounting firm selected and paid by the Company (the " Accounting Firm ") determines is necessary to ensure that Executive is not reasonably likely to receive a "parachute payment" within the meaning of...

  • Page 93
    IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date. AVNET, INC. EXECUTIVE By:

  • Page 94
    ... a New York corporation with a principal place of business at 2211 South 47th Street, Phoenix, Arizona 85034 ("Avnet") and _____, having an office at 2211 South 47th Street, Phoenix, Arizona 85034 ("_____"). WITNESSETH 1. Employment, Salary, Benefits: 1.1 Employment. Avnet agrees to employ _____ and...

  • Page 95
    .... While employed by Avnet or any subsidiary, division or operating unit of Avnet, _____shall not, without the written consent of the Chief Executive Officer of Avnet, directly or indirectly (whether through his spouse, child or parent, other legal entity or otherwise): own, manage, operate...

  • Page 96
    ...techniques, employee effectiveness and compensation information, supply and inventory techniques, manufacturing processes and techniques, product design and configuration, market strategies, profit and loss information, sources of supply, product cost, gross margins, credit and other sales terms and...

  • Page 97
    ... of Documents. Upon termination of _____employment with Avnet, _____shall forthwith deliver to the Chief Executive Officer of Avnet all documents, customer lists and related documents, price and procedure manuals and guides, catalogs, records, notebooks and similar repositories of or containing...

  • Page 98
    2. Choice of Law. This Agreement shall be governed by the laws of Arizona, without regard to the conflict of laws provisions thereof. IN WITNESS WHEREOF, parties have executed this Agreement effective as of the day and year first above written. AVNET, INC. By _____ _____

  • Page 99
    ...(express or implied); tort claims; claims for discrimination and harassment (including, but not limited to, race, sex, sexual orientation, religion, national origin, age, marital status, medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan...

  • Page 100
    ... of limitations which would have given more time to pursue the claim. Written notice to the Company, or its officers, directors, employees or agents, shall be sent to its President at the Company's then-current address. I will be given written notice at the last address recorded in my personnel file...

  • Page 101
    ..., any contract of employment, express or implied. Nor does this Agreement in any way alter the "at-will" status of my employment. VOLUNTARY AGREEMENT I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND...

  • Page 102
    I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO. EMPLOYEE AVNET, INC. _____ _____ Date: Date:

  • Page 103
    Exhibit 10.13 AVNET SUPPLEMENTAL EXECUTIVE OFFICERS' RETIREMENT PLAN (2013 Restatement)

  • Page 104
    AVNET SUPPLEMENTAL EXECUTIVE OFFICERS' RETIREMENT PLAN (2013 Restatement) TABLE OF CONTENTS Page ARTICLE 1 HISTORY, PURPOSE AND EFFECTIVE DATE ARTICLE 2 DEFINITIONS iii 2 2 8 8 9 9 9 10 11 11 12 12 13 13 13 17 17 17 17 17 18 18 18 18 19 19 2.1 Definitions . ARTICLE 3 PARTICIPATION 3.1 ...

  • Page 105
    7.6 Compensation, Expenses and Indemnity. 7.7 Disputes. ARTICLE 8 MISCELLANEOUS 19 19 21 21 8.1 Unsecured General Creditor. i

  • Page 106
    ... Assignment. 8.3 Withholding. 8.4 Amendment, Modification, Suspension or Termination. 8.5 Governing Law. 8.6 Receipt or Release. 8.7 Notices. 8.8 Headings and Gender. 8.9 Plan Not a Contract of Employment. 8.10 Construed as a Whole. 8.11 Severability. 8.12 Successors. 8.13 Privilege. 21 21 21 22 22...

  • Page 107
    ... SUPPLEMENTAL EXECUTIVE OFFICERS' RETIREMENT PLAN (2013 Restatement) ARTICLE 1 HISTORY, PURPOSE AND EFFECTIVE DATE Avnet, Inc., a New York corporation (the "Company" ), previously established a program to provide supplemental life insurance and retirement income benefits for Eligible Executives (as...

  • Page 108
    ...apply under such Code sections. (d) " Avnet Pension Plan " shall mean the Avnet Pension Plan, as amended and in effect from time to time, and any successor qualified retirement plan thereto as designated by the Company from time to time. (e) " Beneficiary " or " Beneficiaries " shall mean the person...

  • Page 109
    ... the exercise of a conversion privilege), (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (2) the individuals who, as of the Effective Date, constitute the Board (the " Incumbent Board...

  • Page 110
    ... to the Avnet Deferred Compensation Plan. No individual shall become an Eligible Executive after December 31, 2011. the Board. (s) (r) " Employer " shall mean the Company and any Affiliate that has adopted this Plan with the consent of " ERISA " shall mean the Employee Retirement Income Security...

  • Page 111
    ... under the terms of the Plan. (ad) " Plan " shall mean the Avnet Supplemental Executive Officers' Retirement Plan, as set forth herein and amended from time to time. (ae) " Plan Year " shall mean the fiscal year of the Company. (af) " Present Value Interest Factor " means an annual discount rate...

  • Page 112
    designated by the Committee from time to time) on 10-year United States Treasury Notes as determined on the first business day of a month preceding a Participant's Payment Calculation Date. (ag) " Salary " shall mean the Participant's base salary payable by an Employer for a Plan Year, but ...

  • Page 113
    ... for all full Years of Service completed prior to the Termination of Employment. If a Participant ceases to be an Active Participant prior to incurring a Termination of Employment, he or she will not accumulate any additional Years of Service under the Plan prior to becoming an Active Participant...

  • Page 114
    ... require, and passing any physical examination required for a life insurance policy relating to the Participant. A Participant who no longer meets the definition of an Eligible Executive shall become an "Inactive Participant" in the Plan if he or she is vested under Section 5.1. Notwithstanding any...

  • Page 115
    ... Retirement Benefit by the Offset Plan Amount (as described in Section 4.2(b)). A Participant's "Basic Annual Retirement Benefit" shall mean an amount determined under the following formula: (a) First, the Participant's age (based on full years) at Termination of Employment plus Years of Service...

  • Page 116
    ... the election is filed with the Committee at least one year before the Participant's Early Retirement Date, payments are delayed for at least five (5) years after that date and the election applies to both this Plan and any Offset Plan. A Participant's Total Retirement Benefit payable in connection...

  • Page 117
    ...of Service as a full-time employee of an Employer; ceased working for the Company due to Disability before his or her Normal Retirement Date or, if (b) applicable, Early Retirement Date; and (c) filed an application for disability benefits under the Avnet Pension Plan, any disability plan sponsored...

  • Page 118
    ...day prior to the actual payment date, on a per annum basis and based on a 365 day year (with the actual number of days elapsed). 4.7 Minimum and Maximum Benefits Payable Under the Plan . Effective June 1, 2012, notwithstanding any other provision of the Plan, the sum of (i) the Actuarial Equivalent...

  • Page 119
    ... (or an Affiliate) or soliciting employees of the Company (or an Affiliate), then all of the Participant's benefits under the Plan (including his or her Total Retirement Benefit, Disability Pension and Death Benefit) shall be forfeited. In such case, no payments, or further payments, will be made...

  • Page 120
    ...techniques, employee effectiveness and compensation information, supply and inventory techniques, manufacturing processes and techniques, product design and configuration, market strategies, profit and loss information, sources of supply, product cost, gross margins, credit and other sales terms and...

  • Page 121
    ... of Documents . Upon Termination of Employment with the Company (and all of its Affiliates), the Participant shall forthwith deliver to the CEO all documents, customer lists and related documents, price and procedure manuals and guides, catalogs, records, notebooks and similar repositories of 15

  • Page 122
    or containing Confidential Information and/or Developments, including all copies then in his possession or control whether prepared by him or others. 16

  • Page 123
    ... with the Company, and the Committee approves the distribution. If such forms are not timely filed or there is an administrative delay in making the payment, then payment will be made at a later date within the same taxable year as the originally scheduled payment date under the Plan (and, if...

  • Page 124
    ... of Employment or affiliation with the Company, as the case may ...benefits payable to Participants and their Beneficiaries; to maintain all records that may be necessary for the administration of the Plan; (d) to provide for the disclosure of all information and the filing or provision of all reports...

  • Page 125
    ... duties in connection with the administration of the Plan as the Committee may from time to time prescribe; (g) to take all actions, and provide any necessary consents or directions, with respect to any insurance policies obtained by an Employer relating to the Plan; and (h) 7.4 to take all actions...

  • Page 126
    ...one (1) year after the date when the Participant knows (or should have known) of the existence of, or the underlying facts allegedly supporting the claim or right which is the basis of his or her claim or assertion for benefits or payments under, or relating to, the Plan; provided, however, that, if...

  • Page 127
    ...Code and Title I of ERISA. 8.2 Restriction Against Assignment . The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's benefits hereunder shall be liable for the debts, contracts...

  • Page 128
    ... increase in the costs incurred by the Company in connection with the Plan. In the event that this Plan is terminated, a Participant's vested Total Retirement Benefit shall be distributed to the Participant under the terms of the Plan in existence as of the date of termination and in compliance with...

  • Page 129
    If any provision of this Plan unrelated to its status under Title I of ERISA as an unfunded plan maintained for a select group of management or highly compensated employees is held to be invalid or unenforceable by a court of competent jurisdiction, such holding shall not impact the validity or ...

  • Page 130
    Exhibit 10.14 Avnet Restoration Plan 2013 Restatement

  • Page 131
    ... Upon Termination Article 8. Miscellaneous 8.01 Plan Not a Contract of Employment 8.02 Governing Law 8.03 Section 409A of the Internal Revenue Code 8.04 Severability 8.05 Successors 8.06 Complete Statement of Plan 8.07 Privilege 16 Avnet Restoration Plan 2013 Restatement Table of Contents Page i

  • Page 132

  • Page 133
    ... the Plan (a) Avnet, Inc., a New York corporation, established the Avnet Restoration Plan effective January 1, 2012, to restore certain retirement benefits that cannot be provided under the Avnet Pension Plan, by reason of the limits required by Sections 401(a)(17) and 415 of the Code. (b) The Plan...

  • Page 134
    ... period; or The sale or other disposition of substantially all of the assets of the Company. (2) (3) (g) (h) "Code" means the Internal Revenue Code of 1986, as amended. "Company" means Avnet, Inc., a New York corporation, and any successor thereto. Avnet Restoration Plan 2013 Restatement Page 2

  • Page 135

  • Page 136
    ... Plan and (2) is part of a select group of management and highly compensated employees who are designated by the Plan Committee as eligible to accrue benefits under the Plan. "Employer" means the Company and any Affiliate that has adopted the Avnet Pension Plan. "ERISA" means the Employee Retirement...

  • Page 137
    ... from Service for such individual unless the Company, with the buyer's written consent, provides otherwise in writing before the closing of such sale. (w) "SERP" means the Avnet Supplemental Executive Officers' Retirement Plan, as in effect and amended from time to time. "Trust" means a grantor...

  • Page 138
    ...number of days, or as soon as practicable, on or after any date or the occurrence of any date or event, the date of payment shall be determined by the Company or the Plan Committee in its sole discretion, and not by any Participant, Beneficiary, or other individual. (2) Avnet Restoration Plan 2013...

  • Page 139
    ... be vested in his benefit under the Plan only if his Retirement Income under the Avnet Pension Plan is vested. If the Participant is not vested at the time of his Separation from Service, his Restoration Account shall be forfeited. If a Participant's employment with the Company and Affiliates is...

  • Page 140
    ... not for the Qualified Plan Limits, less The actual Contribution Credit added to the Eligible Employee's Cash Balance Account under the Avnet Pension Plan for such Plan Year. (2) (b) Interest Credits . (1) For each Plan Year that ends before a Participant's Payment Date, an Interest Credit shall...

  • Page 141
    ... (a) If a Participant dies before his Payment Date, the only benefit payable under the Plan shall be a lump-sum payment to the Participant's Beneficiary. Such payment shall be equal to the vested balance, if any, of the Participant's Restoration Account and, subject to subsection (b), below, shall...

  • Page 142
    ...the Avnet Pension Plan (subject to this Plan's exemption from the requirements of Parts 2, 3, and 4 of Title I of ERISA). Such provisions are incorporated into the Plan by reference. The Company and Affiliates shall indemnify the Plan Committee against any and all liabilities, settlements, judgments...

  • Page 143
    ... the claimant's rights to future benefits from the Plan, the earliest of (i) the date the first benefit payment was actually made, (ii) the date the first benefit payment was allegedly due, or (iii) the date an Employer, the Plan Avnet Restoration Plan 2013 Restatement Table of Contents Page...

  • Page 144
    ...03(a)) or a more general oral or written communication related to benefits payable under the Plan (for example, summary of the Plan or provisions thereof, a benefit statement, or an agreement or offer letter); or (B) In the case of any other Applicable Claim, the earliest date on which the claimant...

  • Page 145
    ...cash, marketable securities, or insurance policies in an amount equal to the sum of the balances of all Restoration Accounts under the Plan as of the date of the Change of Control (whether or not vested). No Assignment or Alienation (a) Except as provided in this Section 6.02(a), no benefit payable...

  • Page 146
    ... the Code ( e.g. , withholding income taxes at the time of each deemed payment, and depositing the amount withheld with the Internal Revenue Service). For purposes of the preceding sentence, notice by registered mail sent to such person's most recent address (as reflected in the Plan records) shall...

  • Page 147
    ... who is employed by the Company or an Affiliate on the termination date shall be fully vested. The Plan Committee shall have discretion to liquidate all remaining benefits in accordance with the applicable provisions of Treas. Reg. § 1.409A-3(j)(4)(ix). Avnet Restoration Plan 2013 Restatement Page...

  • Page 148
    ..., that if the Plan's status as an unfunded plan maintained for a select group of management or highly compensated employees is invalidated, the entire Plan shall be invalidated. Successors The terms and conditions of the Plan and any Trust shall be binding on the Employers and their successors and...

  • Page 149
    ... attorneys, accountants, actuaries, consultants, and other service providers to advise them on issues related to the Plan and their responsibilities hereunder. When they do so, the adviser's client is the Company, Board, or Plan Committee, as applicable, and not any Eligible Employee, Participant...

  • Page 150
    ... 29, 2013 June 30, 2012 Earnings: Income (loss) from continuing operations before tax Add fixed charges Total Earnings (loss) Fixed charges: Interest on indebtedness Amortization of debt expense Interest component of rent expense Total fixed charges July 2, 2011 (in thousands) July 3, 2010 June...

  • Page 151
    ... Kaisha Avnet EM Japan (Asia) Limited Avnet EM Sp. z.o.o. Avnet Embedded Industria e Comercio Ltda Avnet EMG AG Avnet EMG Elektronische Bauelemente GmbH 1 England England India Netherlands Serbia Brazil England England Hong Kong Australia United Kingdom New Zealand China China Hong Kong Switzerland...

  • Page 152
    ... Turkey Netherlands Belgium Germany South Africa Australia United Kingdom Delaware Spain India New York Canada Delaware Italy Japan South Africa Korea, Republic of Ireland China Belgium Brazil Germany England Singapore Malaysia Denmark Sweden Norway Finland Australia Malaysia Mexico Philippines...

  • Page 153
    ... (Malaysia) Sdn. Bhd. Avnet Unidux (Singapore) Pte. Ltd. Avnet Unidux (Thailand) Company Limited Avnet Verwaltungs GmbH Beijing Vanda Yunda IT Services Co., Ltd Bell Microproducts Brazil Holdings, LLC Bell Microproducts GmbH Bell Microproducts Mexico Shareholder, LLC BFI-IBEXSA International LLC...

  • Page 154
    ... Hong Kong Ireland New York Germany Hong Kong Hong Kong Germany Denmark Serbia France Germany Germany Hungary Hong Kong Russian Federation Estonia Italy Romania Slovakia France Poland Spain Czech Republic Turkey Ukraine Slovenia Portugal Germany Austria South Africa United Kingdom Mexico Germany...

  • Page 155
    ... Electronics, Inc. Tenva Belgium Comm. VA Tenva Financial Management B.V.B.A. Tenva TS Holdings Limited Thomas Kaubisch GmbH TSSLink, Inc. Unidux Inc. Vanda Computer & Equipment Company Limited 5 Virgin Islands, British Hong Kong Japan Thailand Taiwan Delaware Germany Austria France Germany United...

  • Page 156
    ...) Limited YEL Electronics (Shenzhen) Ltd YEL Electronics Hong Kong Limited YEL Electronics Pte Ltd YEL Electronics Sdn Bhd ZWEITE TENVA Property GmbH Im Technologiepark China Virgin Islands, British Ireland Delaware Macao Hong Kong Hong Kong China China Hong Kong Singapore Malaysia Germany 6

  • Page 157
    ... three-year period ended June 29, 2013 , the related financial statement schedule, and the effectiveness of internal control over financial reporting as of June 29, 2013 which report appears in the June 29, 2013 annual report on Form 10-K of Avnet, Inc. /s/ KPMG LLP Phoenix, Arizona August 9, 2013

  • Page 158
    ..., process, summarize and report financial information; and 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. b. Date: August 9, 2013 /s/ RICHARD HAMADA Richard Hamada Chief...

  • Page 159
    ..., process, summarize and report financial information; and 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. b. Date: August 9, 2013 /s/ KEVIN MORIARTY Kevin Moriarty Chief...

  • Page 160
    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 Annual Report on Form 10-K for the year ended June 29, 2013 (the "Report"), I, Richard Hamada, Chief Executive Officer of Avnet, Inc., (the "...

  • Page 161
    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 Annual Report on Form 10-K for the year ended June 29, 2013 (the "Report"), I, Kevin Moriarty, Chief Financial Officer of Avnet, Inc., (the "...