For a description of the Company's critical accounting policies and an
understanding of Avnet and the significant factors that influenced the Company's
performance during the quarter ended April 2, 2022, 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
3, 2021. The Company operates on a "52/53 week" fiscal year and fiscal 2022
contains 52 weeks compared to 53 weeks in fiscal 2021. As a result, the first
nine months of fiscal 2022 contained 39 weeks and the first nine months of
fiscal 2021 contained 40 weeks. This extra week in the first nine months of
fiscal 2021, which occurred in the first quarter of fiscal 2021, impacts the
year-over-year analysis in this MD&A.

The discussion of the Company's results of operations includes references to the
impact of foreign currency translation. When the U.S. Dollar strengthens and the
stronger exchange rates are used to translate the results of operations of
Avnet's subsidiaries denominated in foreign currencies, the result is a decrease
in U.S. Dollars of reported results. Conversely, weaker exchange rates result in
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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  Table of Contents

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

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

fiscal years. 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), (ii)

? Russian-Ukraine conflict related expenses (see Russian-Ukraine conflict related

expenses in this MD&A) and (iii) amortization of acquired intangible assets is

referred to as "adjusted operating income."




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

                                              Third Quarters Ended        Nine Months Ended
                                             April 2,      April 3,     April 2,     April 3,
                                               2022          2021         2022         2021

                                                               (Thousands)
Operating income                            $   274,408    $  87,684    $ 654,323    $ 163,407
Restructuring, integration and other
expenses                                              -       17,574        5,272       55,943
Russian-Ukraine conflict related
expenses                                         26,261            -       26,261            -
Amortization of acquired intangible
assets and other                                  3,074        5,283       12,109       35,875
Adjusted operating income                   $   303,743    $ 110,541    $ 697,965    $ 255,225
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.

                                       19

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                                    OVERVIEW

Organization
Avnet, Inc. and its consolidated subsidiaries (collectively, the "Company" or
"Avnet"), is a leading global technology distributor and solutions provider.
Avnet has served customers' evolving needs for an entire century. Avnet supports
customers at each stage of a product's lifecycle, from idea to design and from
prototype to production. Avnet's position at the center of the technology value
chain enables it to accelerate the design and supply stages of product
development so customers can realize revenue faster. Decade after decade, Avnet
helps its customers and suppliers around the world realize the transformative
possibilities of technology. Founded in 1921, the Company works with suppliers
in every major technology segment to serve 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 13, "Segment
information" to the Company's consolidated financial statements included in this
Quarterly Report on Form 10-Q.

Results of Operations

Recent Global Events and Uncertainties



In February 2022, Russian forces invaded Ukraine (the "Russian-Ukraine
conflict"), and in response, the member countries of NATO initiated a variety of
sanctions and export controls targeting Russia and associated entities. The
sanctions currently in place limit the Company's ability to provide goods to
Russian customers and banking sanctions effectively negate our ability to
collect outstanding receivables; as such, the Company has recorded a full
allowance for credit losses against those receivables that are not covered by
customer credit insurance as of April 2, 2022. Historically, the Company's sales
and gross profit generated from sales to Russian customers is less than 1% of
consolidated sales and consolidated gross profit. See further discussion of the
impacts of the Russian-Ukraine conflict on the Company's results of operations
in the third quarter of fiscal 2022 below.

The Company will continue to monitor the situation with the Russian-Ukraine
conflict, but does not believe the Company will be able to resume business with
Russian customers into the foreseeable future. The Company will continue to
monitor and manage the ancillary impact of the Russian-Ukraine conflict on its
business, which is primarily related to increased fuel and freight related costs
and other potential associated supply chain and inflationary considerations.

Because the situation is rapidly evolving, other impacts are currently unknown
and could potentially subject the Company's business to materially adverse
consequences, particularly if the conflict expands to other parts of Europe
where the Company operates. Such other impacts could include global economic
disruptions, shortages of materials or electronic components, increased shipping
costs, increased trade barriers, increased cyberattacks, credit market
disruptions, and adverse effects on the Company's third-party service providers,
customers, and suppliers. For a more complete discussion of the risks and
uncertainties to which the Company is or may become subject, please refer to
Item 1A Risk Factors in the Company's Annual Report on Form 10-K for the fiscal
year ended July 3, 2021.

Executive Summary



Sales of $6.49 billion in the third quarter of fiscal 2022 were 32.0% higher
than the prior year third quarter sales of $4.92 billion. Excluding the impact
of changes in foreign currency, sales increased 35.7% as compared to sales in
the prior year third quarter.

Gross profit margin of 12.5% increased 97 basis points compared to 11.6% in the
third quarter of fiscal 2021. This increase is primarily due to strong overall
demand for electronic components and improvements in pricing, product and
customer mix, and geographic sales mix.

                                       20

Table of Contents


Operating income of $274.4 million was $186.7 million higher than the third
quarter of fiscal 2021. Operating income margin was 4.2% in the third quarter of
fiscal 2022, as compared to 1.8% in the prior year third quarter. The increase
in operating income margin is the result of increases in sales and in gross
profit margin, partially offset by an increase in selling, general and
administrative expenses. Adjusted operating income margin was 4.7% in the third
quarter of fiscal 2022 as compared to 2.3% in the third quarter of fiscal 2021,
an increase of 243 basis points. This increase in adjusted operating income
margin is primarily due to the increases in sales and gross profit margin,
partially offset by increases in selling, general and administrative expenses.

Sales



Reported sales were the same as organic sales in the third quarter and first
nine months of fiscal 2022. The following table presents the reconciliation of
reported sales to organic sales for the third quarter and first nine months of
fiscal 2021 by geographic region and by operating group.

                              Quarter Ended                                             Nine Months Ended
                   Sales
                As Reported                     Organic                      Estimated                                     Organic
                    and                          Sales          Sales          Extra         Organic                        Sales
                  Organic        TI Sales     Adj for TI     As Reported      Week in         Sales         TI Sales      Adj for TI
                 Q3-Fiscal      Q3-Fiscal      Q3-Fiscal      Q3-Fiscal        Fiscal       Q3-Fiscal      Q3-Fiscal        Fiscal
                    2021         2021(1)        2021(1)          2021         2021(2)          2021         2021(1)        2021(1)

                                                                     (Thousands)
Avnet           $  4,916,714    $    1,659    $ 4,915,055    $ 14,307,945    $  306,000    $ 14,001,945    $  292,212    $ 13,709,733
Avnet by region
Americas        $  1,160,973    $      416    $ 1,160,557    $  3,468,118    $   77,000    $  3,391,118    $   82,885    $  3,308,233
EMEA               1,585,631           483      1,585,148       4,412,652        97,000       4,315,652       124,232       4,191,420
Asia               2,170,110           760      2,169,350       6,427,175       132,000       6,295,175        85,095       6,210,080
Avnet by operating group
EC              $  4,520,608    $    1,659    $ 4,518,949    $ 13,245,143    $  284,000    $ 12,961,143    $  292,212    $ 12,668,931
Farnell              396,106             -        396,106       1,062,802        22,000       1,040,802             -       1,040,802


___________

(1) Sales adjusted for the impact of the termination of the Texas Instruments

("TI") distribution agreement.

(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
third quarter and first nine months of fiscal 2022 as compared to fiscal 2021 by
geographic region and by operating group.

                                Quarter Ended                                                 Nine Months Ended
                                    Sales           Organic                                                                       Organic
                                 As Reported         Sales                           Sales                        Organic          Sales
                    Sales        and Organic      Adj for TI                      As Reported                      Sales        Adj for TI
                 as Reported     Year-Year %      Year-Year %        Sales        Year-Year %      Organic      Year-Year %     Year-Year %
                 and Organic      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                32.0 %           35.7 %           35.7 %         25.4 %           26.9 %         28.1 %         29.6 %          32.4 %
Avnet by
region
Americas             40.2 %           40.2 %           40.2 %         23.3 %           23.3 %         26.1 %         26.1 %          29.3 %
EMEA                 37.9             47.6             47.7           30.9             35.0           33.8           38.0            42.1
Asia                 23.3             24.5             24.5           22.7             23.3           25.3           25.9            27.6
Avnet by
operating
group
EC                   33.2 %           36.9 %           36.9 %         25.1 %           26.7 %         27.9 %         29.5 %          32.5 %
Farnell              18.4             21.8             21.8           28.4             28.6           31.2           31.3            31.3


___________

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


     distribution agreement.


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Sales of $6.49 billion for the third quarter of fiscal 2022 were up $1.57
billion, or 32.0%, from the prior year third quarter sales of $4.92 billion.
Sales in constant currency in the third quarter of fiscal 2022 increased by
35.7% year over year, reflecting sales growth in both operating groups across
all regions driven by strong demand globally for electronic components.

EC sales of $6.02 billion in the third quarter of fiscal 2022 increased $1.50
billion or 33.2% from the prior year third quarter sales of $4.52 billion. On an
organic basis, EC sales increased 36.9% year over year in constant currency,
reflecting sales growth in all three regions. The increase in sales in the
Company's EC operating group is primarily due to improvements in overall
stronger market demand, especially in the transportation and industrial sectors.

Farnell sales for the third quarter of fiscal 2022 were $469.0 million, an
increase of $72.9 million or 18.4% from the prior year third quarter sales of
$396.1 million. Sales in constant currency increased 21.8% year over year. These
increases were primarily a result of increased market demand in all three
regions.

Sales for the first nine months of fiscal 2022 were $17.94 billion, an increase
of $3.63 billion as compared to sales of $14.31 billion for the first nine
months of fiscal 2021. The increase in sales is primarily the result of
increased sales in both operating groups across all regions driven by strong
demand globally for electronic components.

As a result of the recent termination of the Company's distribution agreement
between Maxim Integrated Products, Inc. ("Maxim") and the Electronic Components
operating group, the Company may experience lower sales and gross profit in the
future if the impact of the termination is not offset by sales growth, gross
margin improvements or operating cost reductions. Sales from Maxim products
represented approximately 3% of total sales in fiscal 2021.

Gross Profit



Gross profit for the third quarter of fiscal 2022 was $813.0 million, an
increase of $244.7 million, or 43.1%, from the third quarter of fiscal 2021
gross profit of $568.4 million. Gross profit margin increased to 12.5% or 97
basis points from the third quarter of fiscal 2021 gross profit margin of 11.6%,
driven by increases in gross profit margin in both operating groups. Sales in
the higher gross profit margin western regions represented approximately 59% of
sales in the third quarter of fiscal 2022, as compared to 56% during the third
quarter of fiscal 2021.

Gross profit and gross profit margin was $2.19 billion and 12.2%, respectively, for the first nine months of fiscal 2022 as compared with $1.60 billion and 11.2%, respectively, for the first nine months of fiscal 2021.

Selling, General and Administrative Expenses


Selling, general and administrative expenses ("SG&A expenses") were $512.4
million in the third quarter of fiscal 2022, an increase of $49.3 million, or
10.6%, from the third quarter of fiscal 2021. The year-over-year increase in
SG&A expenses was primarily due to increases in costs to support sales growth
and to a lesser extent increased costs related to inflation.

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
third quarter of fiscal 2022, SG&A expenses were 7.9% of sales and 63.0% of
gross profit, as compared with 9.4% and 81.5%, respectively, in the third
quarter of fiscal 2021. The decrease in SG&A expenses as a percentage of sales
and gross profit primarily results from operating leverage created from higher
sales, increases in gross profit margin, and lower amortization expense,
partially offset by increases in SG&A expenses primarily to support sales
volumes.

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  Table of Contents

SG&A expenses for the first nine months of fiscal 2022 were $1.50 billion, or
8.4% of sales, as compared with $1.38 billion, or 9.6% of sales, in the first
nine months of fiscal 2021. SG&A expenses as a percentage of gross profit for
the first nine months of fiscal 2022 were 68.6% as compared with 86.3% in the
first nine months of fiscal 2021. The decrease in SG&A expenses as a percentage
of sales and gross profit primarily results from operating leverage created from
higher sales, increase in gross profit margin, and lower amortization expense,
partially offset by increases in SG&A expenses primarily to support sales
volumes.

Russian-Ukraine Conflict Related Expenses



The Company incurred $26.3 million of costs associated with the Russian-Ukraine
conflict in the third quarter of fiscal 2022, primarily comprised of $17.2
million of expense for credit loss reserves for trade accounts receivable from
Russian customers that are no longer considered collectible. The remaining
expense is primarily related to product write-downs for Russia based customers
and other Russian business operation wind-down costs.

Restructuring, Integration, and Other Expenses


The Company did not incur any restructuring, integration and other expenses
during the third quarter of fiscal 2022. During the first nine months of fiscal
2022, the Company recorded restructuring, integration and other expenses of $5.3
million, substantially all of which was related to integration costs.

Operating Income



Operating income for the third quarter of fiscal 2022 was $274.4 million, an
increase of $186.7 million, from the third quarter of fiscal 2021 operating
income of $87.7 million. Adjusted operating income for the third quarter of
fiscal 2022 was $303.7 million, an increase of $193.2 million, or 174.8%, from
the third quarter of fiscal 2021. The year-over-year increase in adjusted
operating income was primarily driven by the increase in sales and in gross
profit margin, partially offset by an increase in SG&A expenses.

EC operating income margin increased 178 basis points year over year to 4.4% and
Farnell operating income margin increased 886 basis points year over year to
14.9%.

Operating income for the first nine months of fiscal 2022 was $654.3 million, an
increase of $490.9 million, from the operating income of $163.4 million during
the first nine months of fiscal 2021. Adjusted operating income for the first
nine months of fiscal 2022 was $698.0 million, an increase of $442.7 million, or
173.5%, from the first nine months of fiscal 2021. The year-over-year increase
in adjusted operating income was primarily driven by the increase in sales and
in gross profit margin.

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

Interest and other financing expenses in the third quarter of fiscal 2022 was
$25.9 million, an increase of $3.6 million, or 16.0%, as compared with interest
and other financing expenses of $22.3 million in the third quarter of fiscal
2021. Interest and other financing expenses in the first nine months of fiscal
2022 was $70.4 million, an increase of $4.3 million, or 6.4%, as compared with
interest and other financing expenses of $66.1 million in the first nine months
of fiscal 2021. The increases in interest and other financing expenses in the
third quarter and first nine months of fiscal 2022 compared to the third quarter
and first nine months of fiscal 2021 is primarily a result of higher outstanding
borrowings during fiscal 2022 as compared to fiscal 2021.

                                       23

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During the third quarter of fiscal 2022, the Company had $0.5 million of other
expense as compared with $4.8 million of other income in the third quarter of
fiscal 2021. During the first nine months of fiscal 2022, the Company had $0.9
million of other income as compared with $16.1 million of other expense in the
first nine months of fiscal 2021. The year-over-year differences in other
expense was primarily due to the equity investment impairment expense included
in the other expense in the first nine months of fiscal 2021, and differences in
foreign currency exchange rates between the third quarters and first nine months
of fiscal 2022 and fiscal 2021.

Income Tax



The Company's effective tax rate on its income before taxes was 26.0% in the
third quarter of fiscal 2022. During the third quarter of fiscal 2022, the
Company's effective tax rate was unfavorably impacted primarily by the mix of
income in higher tax jurisdictions.

During the third quarter of fiscal 2021, the Company's effective tax rate on its
income before taxes was a benefit of 53.3%. The Company's effective tax rate was
favorably impacted primarily by (i) the tax benefit arising from the reduction
in value of certain businesses for income tax purposes and (ii) decreases to
valuation allowances, partially offset by (iii) increases to unrecognized tax
benefit reserves.

For the first nine months of fiscal 2022, the Company's effective tax rate on
its income before taxes was 23.8%. The effective tax rate for the first nine
months of fiscal 2022 was unfavorably impacted primarily by (i) the mix of
income in higher tax jurisdictions and (ii) increases to valuation allowances.

During the first nine months of fiscal 2021, the Company's effective tax rate on
its income before taxes was a benefit of 32.7%. The effective tax rate for the
first nine months of fiscal 2021 was favorably impacted primarily by (i) the tax
benefit arising from the reduction in value of certain businesses for income tax
purposes, (ii) decreases to valuation allowances, and (iii) the mix of income in
lower tax jurisdictions, partially offset by (iv) increases to unrecognized tax
benefit reserves.

In January 2022, the U.S. Treasury published new regulations impacting foreign
tax credit utilization. The Company has determined there is no material impact
of the regulations to the Company's financial position.

The Company has established a full valuation allowance against its deferred tax
assets in the United States. As a result of improved profitability in the United
States, primarily due to the performance of the Company's Americas business, the
Company expects to release the valuation allowance established in the United
States in the fourth quarter of fiscal 2022. As a result, the discrete tax
benefit from the release of the valuation allowance will reduce the effective
tax rate for fiscal 2022.

Net Income

As a result of the factors described in the preceding sections of this MD&A, the
Company's net income for the third quarter of fiscal 2022 was $183.4 million, or
$1.84 per share on a diluted basis, as compared with $107.5 million, or $1.07
per share on a diluted basis, in the third quarter of fiscal 2021.

As a result of the factors described in the preceding sections of this MD&A, the
Company's net income for the first nine months of fiscal 2022 was $445.6
million, or $4.44 per share on a diluted basis, as compared with $107.8 million,
or $1.08 per share on a diluted basis, in the first nine months of fiscal 2021.

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  Table of Contents

                        LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Cash Flow from Operating Activities


During the first nine months of fiscal 2022, the Company used $19.4 million of
cash flow for operations compared to $197.5 million of cash generated from
operations in the first nine months of fiscal 2021. 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 used for working capital and other was $660.8 million during
the first nine months of fiscal 2022, including increases in accounts receivable
of $881.0 million, and in inventories of $550.0 million both to support sales
growth in the first nine months of fiscal 2022, partially offset by increases in
accounts payable of $628.8 million, and in accrued expenses and other of $141.4
million. Comparatively, cash used for working capital and other was $112.0
million during the first nine months of fiscal 2021, including an increase in
accounts receivable of $405.7 million, offset by a decrease in inventories of
$63.0 million, increases in accounts payable of $224.2 million, and accrued
expenses and other of $6.5 million.

Cash Flow from Financing Activities



During the first nine months of fiscal 2022, the Company received net proceeds
of $57.4 million under the Securitization Program, and $118.0 million under the
other short-term debt. During the first nine months of fiscal 2022, the Company
paid dividends on common stock of $73.3 million and repurchased $89.0 million of
common stock.

During the first nine months of fiscal 2021, the Company made a net repayment of
$232.3 million under the Credit Facility and paid dividends on common stock of
$62.4 million.

Cash Flow from Investing Activities


During the first nine months of fiscal 2022, the Company used $33.7 million for
capital expenditures compared to $39.0 million for capital expenditures in the
first nine months of fiscal 2021. During the first nine months of fiscal 2022,
the Company received $84.3 million from investing activities related to the
liquidation of Company owned life insurance policies. During the first nine
months of fiscal 2021, the Company paid $18.4 million for an asset acquisition.

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 3, 2021. 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 4, "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 April 2, 2022. The Company was in compliance with
all covenants under the Credit Facility and the Securitization Program as of
April 2, 2022, and July 3, 2021.

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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 third quarter of fiscal 2022 was $74.3 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
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 $199.5 million as of April 2,
2022, of which $114.1 million was held outside the United States. As of July 3,
2021, the Company held cash and cash equivalents of $199.7 million, of which
$150.5 million was held outside of the United States.

As of the end of the third quarter of fiscal 2022, 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 $1.2 million in
letters of credit issued under the Credit Facility, and $80.3 million
outstanding under the Securitization Program, resulting in approximately $1.62
billion of total availability as of April 2, 2022. Availability under the
Securitization Program is subject to the Company having sufficient eligible
trade accounts receivable in the United States to support desired borrowings.

During the third quarter and first nine months of fiscal 2022, the Company had
an average daily balance outstanding of approximately $694.6 million and $522.7
million, respectively, under the Credit Facility and approximately $266.9
million and $227.3 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 used $126.0 million in
cash flows for operating activities over the trailing four fiscal quarters ended
April 2, 2022.

Liquidity is subject to many factors, such as normal business operations and
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
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 continually 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, including the $350 million of Notes due December 2022, in the
future and management believes the Company will have adequate access to capital
markets, if needed. The Company has historically generated operating cash flows
and believes it will have the ability to do so in the future.

As of April 2, 2022, the Company may repurchase up to an aggregate of $378.0
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. During the third quarter of fiscal 2022, the Company repurchased $45.1
million of common stock.

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  Table of Contents

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 third quarter of fiscal 2022, the Board of Directors approved a dividend of $0.26 per share, which resulted in $25.6 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.

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