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 January 2, 2021, 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 Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 2020 and Annual Report on Form 10-K for the
fiscal year ended June 27, 2020. The Company operates on a "52/53 week" fiscal
year and fiscal 2021 contains 53 weeks compared to 52 weeks in fiscal 2020. As a
result, the first six months of fiscal 2021 ended January 2, 2021, contained 27
weeks and the first six months of fiscal 2020 ended December 28, 2019 contained
26 weeks. This extra week in the first six months of fiscal 2021, which occurred
in the first quarter of fiscal 2021, impacts the year-over-year analysis in

this
MD&A.


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 ("Asia"), are referred to as "constant currency."





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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. In addition, fiscal

? 2021 sales are adjusted for the estimated impact of the extra week of sales in

the first quarter of fiscal 2021 due to it being a 14-week quarter, as

discussed above. Sales taking into account these adjustments are referred to as

"organic sales." Additionally, the Company has adjusted sales for the impact of

the termination of the Texas Instruments ("TI") distribution agreement between


   fiscal years.



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. 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
                                          January 2,      December 28,      January 2,      December 28,
                                             2021             2019             2021             2019

                                                                    (Thousands)
Operating income                          $    57,221     $      46,475    $     75,723    $      109,212
Restructuring, integration and other
expenses                                       11,948            14,265          38,369            38,863
Amortization of acquired intangible
assets and other                               10,417            21,454          30,592            41,532
Adjusted operating income                 $    79,586     $      82,194
$    144,684    $      189,607
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

  Table of Contents



                                    OVERVIEW



Organization


Avnet, Inc. and its consolidated subsidiaries' (collectively, the "Company" or
"Avnet"), is a global technology solutions company with an extensive ecosystem
delivering design, product, marketing and supply chain expertise for customers
at every stage of the product lifecycle. Avnet transforms ideas into intelligent
solutions, reducing the time, cost and complexities of bringing products to
market around the world. Founded in 1921 and incorporated in New York in 1955,
the Company works with over 1,400 technology suppliers to serve 2.1 million
customers in more than 140 countries.



Avnet has two primary operating groups - Electronic Components ("EC") and
Farnell ("Farnell"). Both operating groups have operations in each of the three
major economic regions of the world: (i) the Americas, (ii) EMEA and (iii) Asia.
A summary of each operating group is provided in Note 15, "Segment information"
to the Company's consolidated financial statements included in this Quarterly
Report on Form 10-Q.



Results of Operations


Significant Risks and Uncertainties


The COVID-19 pandemic has negatively impacted the global economy, disrupted
global supply chains, constrained work force participation, disrupted logistics
and distribution systems, and created significant volatility and disruption of
financial markets. As the scope and duration of the COVID-19 pandemic is unknown
and the extent of its economic impact continues to evolve globally, there is
significant uncertainty related to the ultimate impact it will have on the
Company's business, its employees, results of operations and financial
condition, and to what extent the Company's actions to mitigate such impacts
will be successful and sufficient. Accordingly, current results and financial
condition discussed herein may not be indicative of future operating results and
trends. See the risk factors regarding the impacts of the COVID-19 pandemic
included in the Company's Annual Report on Form 10-K for the fiscal year ended
June 27, 2020 and Quarterly Report on Form 10-Q for the fiscal quarter ended
October 3, 2020.



Executive Summary



Sales of $4.67 billion were up 2.9% year over year as compared to prior year
sales of $4.53 billion. Organic sales increased 2.9% and increased 0.7% in
constant currency year-over-year. The organic sales increase is the result of
the sales improvement in the Asia region, partially offset primarily by lower
sales of TI products due to the termination of the Company's TI distribution
agreement.



Gross profit margin of 11.0% decreased 64 basis points compared to 11.6% in the
second quarter of fiscal 2020 primarily due to a combination of geographical
market mix, product and customer mix, and overall declines in gross profit
margin due to the negative impacts from the COVID-19 pandemic.



Operating income of $57.2 million increased $10.7 million or 23.1% as compared
to second quarter of fiscal 2020 operating income. Operating income margin was
1.2% in the second quarter of fiscal 2021 as compared to 1.0% in the second
quarter of fiscal 2020. Adjusted operating income margin was 1.7% in the second
quarter of fiscal 2021 as compared to 1.8% in the second quarter of fiscal 2020,
a decline of 11 basis points. The decrease in adjusted operating income margin
is primarily due to the decrease in gross profit margin, partially offset by
reductions in selling, general and administrative expenses.



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  Table of Contents

Sales



The following table presents the reconciliation of reported sales to organic
sales for the second quarter and first six months of fiscal 2021 by region and
by operating group. Reported sales were the same as organic sales in the second
quarter and first six months of fiscal 2020.




                                Quarter Ended                                             Six Months Ended
                     Sales
                  As Reported                     Organic                                                                   Organic
                      and                          Sales          Sales                        Organic                       Sales
                    Organic        TI Sales     Adj for TI     As Reported     Estimated        Sales        TI Sales     Adj for TI
                   Q2-Fiscal      Q2-Fiscal      Q2-Fiscal      Q2-Fiscal        Extra        Q2-Fiscal     Q2-Fiscal      Q2-Fiscal
                      2021         2021(1)        2021(1)          2021         Week(2)         2021         2021(1)        2021(1)

                                                                      (Thousands)
Avnet             $  4,668,172    $   49,568    $ 4,618,604    $  9,391,232    $  306,000    $ 9,085,232    $  290,552    $ 8,794,680
Avnet by region
Americas          $  1,101,450    $   13,969    $ 1,087,481    $  2,307,145    $   77,000    $ 2,230,145    $   82,469    $ 2,147,676
EMEA                 1,346,347        20,839      1,325,508       2,827,020        97,000      2,730,020       123,749      2,606,271
Asia                 2,220,375        14,760      2,205,615       4,257,067       132,000      4,125,067        84,334      4,040,733
Avnet by operating group
EC                $  4,342,386    $   49,568    $ 4,292,818    $  8,724,535    $  284,000    $ 8,440,535    $  290,552    $ 8,149,983
Farnell                325,786             -        325,786         666,697        22,000        644,697             -        644,697


___________

Sales adjusted for the impact of the termination of the Texas Instruments

("TI") distribution contract, which was completed in December 2020. Sales of

(1) TI products were $50 million and $399 million in the second quarter of fiscal

2021 and fiscal 2020, respectively; and $291 million and $843 million in the

first six months of fiscal 2021 and fiscal 2020, respectively.

(2) The impact of the additional week of sales in the first quarter of fiscal


     2021 is estimated.




The following table presents reported and organic sales growth rates for the
second quarter and first six months of fiscal 2021 as compared to fiscal 2020 by
region and by operating group.




                                Quarter Ended                                             Six Months Ended
                                                  Organic                                                                  Organic
                                    Sales          Sales                         Sales                      Organic         Sales
                                 As Reported     Adj for TI                   As Reported                    Sales        Adj for TI
                     Sales       Year-Year %    Year-Year %       Sales       Year-Year %     Organic     Year-Year %    Year-Year %
                  As Reported     Change in      Change in     As Reported     Change in       Sales       Change in      Change in
                   Year-Year       Constant       Constant      Year-Year       Constant     Year-Year      Constant       Constant
                    % Change       Currency     Currency(1)      % Change       Currency      % Change      Currency     Currency(1)
Avnet                    2.9 %          0.7 %          9.3 %          2.5 %          0.7 %      (0.9) %        (2.7) %          3.7 %
Avnet by region
Americas               (7.2) %        (7.2) %        (0.5) %        (4.0) %        (4.0) %      (7.2) %        (7.2) %        (2.7) %
EMEA                   (5.6)         (11.4)          (4.5)          (2.4)          (7.4)        (5.8)         (10.8)          (6.2)
Asia                    15.5           14.6           25.7           10.1            9.6          6.7            6.2           15.1
Avnet by operating group
EC                       3.3 %          1.1 %         10.5 %          2.7 %          0.9 %      (0.7) %        (2.4) %          4.5 %
Farnell                (1.6)          (4.5)          (4.5)          (0.1)          (2.5)        (3.3)          (5.8)          (5.8)


___________

(1) Sales growth rates excluding the impact of the termination of the TI


     distribution agreement, which was completed in December 2020.




Sales of $4.67 billion for the second quarter of fiscal 2021 were up $133.4
million, or 2.9%, from the prior year second quarter sales of $4.53 billion.
Organic sales in constant currency in the second quarter of fiscal 2021
increased by 0.7% over the prior year second quarter as a result of increased
sales in the Asia region, partially offset by the decline in TI sales year over
year and to a lesser extent the negative impacts of COVID-19.



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EC sales of $4.34 billion in the second quarter of fiscal 2021 increased $138.8
million or 3.3% from the prior year second quarter sales of $4.20 billion. On an
organic basis, EC sales increased 3.3% year over year and 1.1% in constant
currency. This increase was due to sales growth in the Asia region, partially
offset by lower sales of TI products and the negative impacts of COVID-19 and
the related impacts on market demand.



Farnell sales for the second quarter of fiscal 2021 were $325.8 million, a
decrease of $5.4 million or 1.6% from the prior year second quarter sales of
$331.2 million. Organic sales decreased $5.4 million or 1.6% year over year and
decreased 4.5% in constant currency. These decreases were primarily a result of
the negative impacts of COVID-19 and the related impact on market demand.



On a regional basis, organic sales in the second quarter of fiscal 2021 declined
7.2% in the Americas, 11.4% in EMEA in constant currency and increased 14.6% in
Asia in constant currency.



Sales for the first six months of fiscal 2021 were $9.39 billion, an increase of
$226.4 million as compared to sales of $9.16 billion for the first six months of
fiscal 2020. The increase in sales was primarily due to growth in the Asia
region and the global benefit of an extra week of sales in the first quarter of
fiscal 2021, partially offset by the decline in TI sales and to a lesser extent
the negative impacts of COVID-19 and the related impacts on market demand.

Gross Profit and Gross Profit Margins





Gross profit for the second quarter of fiscal 2021 was $511.3 million, a
decrease of $14.4 million, or 2.7%, from the second quarter of fiscal 2020 gross
profit of $525.6 million. Gross profit margin decreased to 11.0% or 64 basis
points from the second quarter of fiscal 2020 gross profit margin of 11.6%
driven by declines in gross profit margin in both operating groups. The declines
in gross profit margin in both operating groups are primarily due to a
combination of geographical market mix, unfavorable changes in product and
customer mix, and overall declines in gross profit margin due to current market
conditions. Sales in the higher gross profit margin western regions represented
approximately 52% of sales in the second quarter of fiscal 2021 as compared to
58% during the second quarter of fiscal 2020.



Gross profit and gross profit margin was $1.03 billion and 10.9%, respectively,
for the first six months of fiscal 2021 as compared with $1.07 billion and
11.7%, respectively, for the first six months of fiscal 2020. The decline in
gross profit margin during the first six months of fiscal 2021 compared to the
first six months of fiscal 2020 is primarily due to a combination of
geographical market mix, unfavorable changes in product and customer mix, and
overall declines in gross profit margin due to current market conditions.



Selling, General and Administrative Expenses


Selling, general and administrative expenses ("SG&A expenses") were $442.1
million in the second quarter of fiscal 2021, a decrease of $22.8 million, or
4.9%, from the second quarter of fiscal 2020. The year-over-year decrease in
SG&A expenses was primarily due to the cost savings from restructuring
activities and lower amortization expense, partially offset by the impact of
foreign currency due to the weakening of the U.S. Dollar.



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 2021, SG&A expenses as a percentage of sales were 9.5%
and as a percentage of gross profit were 86.5%, as compared with 10.3% and
88.4%, respectively, in the second quarter of fiscal 2020. The decrease in SG&A
expenses as a percentage of gross profit is primarily the result of the cost
savings from restructuring activities and lower amortization expense, partially
offset by foreign currency due to the weakening of the U.S. Dollar and from the
decrease in gross profit margin.



SG&A expenses for the first six months of fiscal 2021 were $913.2 million, or
9.7% of sales, as compared with $921.4 million, or 10.1% of sales, in the first
six months of fiscal 2020. The year-over-year decrease in SG&A expenses was
primarily due to the cost savings from restructuring activities and lower
amortization expense, partially offset by the impact of foreign currency due to
the weakening of the U.S. Dollar and from the decrease in gross profit margin.
SG&A expenses were 88.9% of gross profit in the first six months of 2021 as
compared with 86.2% in the first six months of fiscal 2020.

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  Table of Contents


Restructuring, Integration and Other Expenses





As a result of management's focus on improving operating efficiencies and
reducing operating costs, the Company has incurred certain restructuring costs.
These costs also relate to the restructuring of the Company's information
technology, distribution center footprint and business operations. In addition,
the Company incurred integration and other costs and benefitted from a gain on a
legal settlement. Integration costs are primarily related to the integration of
certain regional and global businesses and incremental costs incurred as part of
the consolidation, relocation, sale and closure of distribution centers and
office facilities. Other costs consist primarily of any other miscellaneous
costs that relate to restructuring, integration and other expenses, including
acquisition related costs and specific and incremental costs incurred associated
with the impacts of the COVID-19 pandemic. Included in restructuring,
integration and other expenses in the first six months of fiscal 2021 is a gain
of $8.2 million resulting from a legal settlement.



The Company recorded restructuring, integration and other expenses of $11.9
million during the second quarter of fiscal 2021. The Company recorded $7.6
million of restructuring costs in the second quarter of fiscal 2021, which are
expected to provide approximately $12.0 million in annual operating expense
savings once such restructuring actions are completed. During the second quarter
of fiscal 2021, the Company also incurred integration costs of $7.3 million,
partially offset by a net reversal of other expenses of $1.2 million and a
reversal of $1.8 million for changes in estimates for costs associated with
prior year restructuring actions. The after-tax impact of restructuring,
integration and other expenses were $9.4 million and $0.09 per share on a
diluted basis.



During the first six months of fiscal 2021, the Company incurred restructuring
costs of $34.5 million, integration costs of $14.6 million, which was offset by
a gain on legal settlement of $8.2 million, a reversal of $2.1 million for
changes in estimates for costs associated with prior year restructuring actions
and a net reversal of other expenses of $0.4 million. The after tax impact of
restructuring, integration and other expenses for the first six months of fiscal
2021 was $31.2 million and $0.31 per share on a diluted basis.



See Note 16 "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 2021 was $57.2 million, an
increase of $10.7 million, or 23.1%, from the second quarter of fiscal 2020
operating income of $46.5 million. The year-over-year increase in operating
income was primarily driven by lower SG&A expenses, partially offset by a
decline in gross profit margin as compared to the second quarter of fiscal 2020.
Adjusted operating income for the second quarter of fiscal 2021 was $79.6
million, a decrease of $2.6 million, or 3.2%, from the second quarter of fiscal
2020. The year-over-year decrease in adjusted operating income was primarily
driven by the decline in gross profit margin discussed further above, partially
offset by the reduction in SG&A expenses.



EC operating income margin increased 17 basis points year over year to 2.4% and
Farnell operating income margin decreased 155 basis points year over year to
4.5%. The decline in Farnell was primarily driven by the decline in gross profit
margin.



Operating income for the first six months of fiscal 2021 was $75.7 million, or
0.8% of consolidated sales, as compared with operating income of $109.2 million,
or 1.2% of consolidated sales in the first six months of fiscal 2020. Adjusted
operating income for the first six months of fiscal 2021 was $144.7 million, a
decrease of $44.9 million, or 23.7%, from the first six months of fiscal 2020.
The year over year decrease in adjusted operating income was primarily driven by
the decline in gross profit margin, partially offset by the reduction in SG&A
expenses.



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  Table of Contents

Interest and Other Financing Expenses, Net and Other (Expense) Income, Net


Interest and other financing expenses in the second quarter of fiscal 2021 was
$21.5 million, a decrease of $12.4 million, or 36.6%, as compared with interest
and other financing expenses of $33.9 million in the second quarter of fiscal
2020. Interest and other financing expenses in the first six months of fiscal
2021 was $43.8 million, a decrease of $23.7 million, or 35.2%, as compared with
interest and other financing expenses of $67.5 million in the first six months
of fiscal 2020. The decrease in interest and other financing expenses in the
first six months of fiscal 2021 compared to the first six months of fiscal 2020
was primarily related to lower outstanding borrowings in the first six months of
fiscal 2021.



During the second quarter of fiscal 2021, the Company had $1.3 million of other
expense as compared with $2.0 million of other expense in the second quarter of
fiscal 2020. During the first six months of fiscal 2021, the Company had $20.8
million of other expense as compared with $3.0 million of other income in the
first six months of fiscal 2020. The year-over-year differences in other
(expense) income was primarily due to $15.2 million of equity investment
impairment expense included in other expense in the first six months of fiscal
2021 and differences in foreign currency exchange rates between the first six
months of fiscal 2021 and fiscal 2020.



Income Tax Expense



The Company's effective tax rate on its income before taxes was 44.3% in the
second quarter of fiscal 2021. During the second quarter of fiscal 2021, the
Company's effective tax rate was unfavorably impacted primarily by increases to
valuation allowances, partially offset by the mix of income in lower tax
jurisdictions.



For the first six months of fiscal 2021, the Company's effective tax rate on its
income before taxes was 97.5%. The effective tax rate for the first six months
of fiscal 2021 was unfavorably impacted primarily by increases to valuation
allowances, partially offset by the mix of income in lower tax jurisdictions.



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 2021 was $19.2 million, or
$0.19 per share on a diluted basis, as compared with net income of $3.7 million,
or $0.04 per share on a diluted basis, in the second quarter of fiscal 2020.



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 2021 was $0.3 million,
or $0.00 per share on a diluted basis, as compared with net income of $45.4
million, or $0.44 per share on a diluted basis, in the first six months of

fiscal 2020.



                        LIQUIDITY AND CAPITAL RESOURCES



Cash Flow


Cash Flow from Operating Activities





During the first six months of fiscal 2021, the Company generated $207.4 million
of cash flow from operations compared to $344.2 million of cash generated in the
first six months of fiscal 2020. These operating cash flows were comprised of:
(i) cash flow generated from net income, adjusted for the impact of non-cash and
other items, which includes depreciation and amortization expenses, deferred
income taxes, stock-based compensation expense, amortization of operating lease
assets and other non-cash items and (ii) cash flows used for, or generated from,
working capital and other, excluding cash and cash equivalents. Cash generated
from working capital and other was $57.3 million during the first six months of
fiscal 2021, including an increase in accounts payable of $130.8 million and
decrease in inventories of $51.2 million, offset by an increase in accounts
receivable of $94.8 million and a decrease in accrued expenses and other of
$29.8 million. Comparatively, cash generated from working capital and other was
$155.2 million during the first six months of fiscal 2020, including decreases
in accounts receivable of $185.6 million and inventories of $94.2 million,
offset by decreases in accounts payable of $52.7 million and accrued expenses
and other of $71.9 million.

                                       26

  Table of Contents


Cash Flow from Financing Activities





During the first six months of fiscal 2021, the Company received net proceeds of
$11.8 million under the Securitization Program and made a net repayment of
$239.4 million under the Credit Facility. During the first six months of fiscal
2021, the Company paid dividends on common stock of $41.5 million.



During the first six months of fiscal 2020, the Company made net repayments of
$35.4 million under the Securitization Program. During the first six months of
fiscal 2020, the Company paid dividends on common stock of $42.4 million and
repurchased $198.6 million of common stock.



Cash Flow from Investing Activities


During the first six months of fiscal 2021, the Company used $30.0 million for
capital expenditures primarily related to warehouse and facilities, and
information technology hardware and software costs compared to $44.3 million for
capital expenditures in the first six months of fiscal 2020. During the first
six months of fiscal 2021, the Company paid $18.4 million for an asset
acquisition. The Company used $51.5 million of cash for acquisitions, which is
net of the cash acquired, and paid $13.1 million for other investing activities
during the first six months of fiscal 2020.



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 June 27, 2020. 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 outside of the

normal course of business.



Financing Transactions



See Note 6, "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 Securitization Program, and
other outstanding debt as of January 2, 2021. The Company was in compliance with
all covenants under the Credit Facility and the Securitization Program as of
January 2, 2021 and June 27, 2020.



The Company has various lines of credit, financing arrangements 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. Outstanding borrowings under such forms of debt at
the end of second quarter of fiscal 2021 was $1.5 million.



As an alternative form of financing outside of the United States, the Company
sells certain of its trade accounts receivable on a non-recourse basis to
third-party financial institutions pursuant to factoring agreements. The Company
accounts for these transactions as sales of receivables and presents cash
proceeds as cash provided by operating activities in the consolidated statements
of cash flows. Factoring fees for the sales of trade accounts receivable are
recorded within "Interest and other financing expenses, net" and were not
material.



Liquidity



The Company held cash and cash equivalents of $376.3 million as of January 2,
2021, of which $332.7 million was held outside the United States. As of June 27,
2020, the Company held cash and cash equivalents of $477.0 million, of which
$411.2 million was held outside of the United States.



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  Table of Contents

As of the end of the second quarter of fiscal 2021, the Company had a combined
total borrowing capacity of $1.70 billion under the Credit Facility and the
Securitization Program. There were no borrowings outstanding and $1.3 million in
letters of credit issued under the Credit Facility and $11.8 million in
borrowings outstanding under the Securitization Program, resulting in
approximately $1.57 billion of total availability as of January 2, 2021.
Availability under the Securitization Program is subject to the Company having
sufficient eligible trade accounts receivable in the Americas to support desired
borrowings.



Borrowings under the Credit Facility require the Company to maintain certain
financial and other covenants and the Securitization has cross default
provisions associated with the covenants in the Credit Facility. The Credit
Facility requires the Company to maintain minimum interest coverage and leverage
ratios, which were amended in the first quarter of fiscal 2021. All other forms
of debt and financing do not include financial or other covenants. The Company
was in compliance with all covenants under the Credit Facility as of January 2,
2021.



During the second quarter and first six months of fiscal 2021, the Company had
an average daily balance outstanding of approximately $77.6 million and $82.0
million, respectively, under the Credit Facility and approximately $222.3
million and $257.4 million, respectively, under the Securitization 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 generated $593.4
million in cash flows from operating activities over the trailing four fiscal
quarters ended January 2, 2021.



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. This includes the potential impact on
liquidity and related compliance with debt covenants as a result of the
uncertain future impacts of the COVID-19 pandemic. 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 expenditures and other foreign business needs. 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.



The Company continuously monitors and reviews its liquidity position and funding
needs. Management believes that the Company's ability to generate operating cash
flows in the future and available borrowing capacity, including capacity for the
non-recourse sale of trade accounts receivable, will be sufficient to meet its
future liquidity needs. The Company may also renew or replace expiring debt
arrangements in the future, including the $300.0 million of 3.75% Notes due in
December 2021. Management believes the Company will have adequate access to the
capital markets, if needed. The Company has historically and believes it will
have the ability in the future to generate operating cash flows in periods

of
declining sales.



As a result of the evolving impacts of the COVID-19 pandemic and the related
uncertain future business conditions, the Company is unlikely to make near-term
strategic investments through material acquisitions. The Company also expects to
use cash for restructuring, integration and other expenses.



As of January 2, 2021, the Company may repurchase up to an aggregate of $469.0
million of shares of the Company's common stock through a $2.95 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. As a result of the impacts of the COVID-19 pandemic and the
corresponding need to manage liquidity and leverage, the Company has temporarily
suspended share repurchases.


The Company has historically paid quarterly cash dividends on shares of its common stock, and future dividends are subject to approval by the Board of Directors. During the second quarter of fiscal 2021, the Board of Directors approved a dividend of $0.21 per share, which resulted in $20.8 million of dividend payments during the quarter.



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  Table of Contents


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.

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