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 April 3, 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 Reports on Form 10-Q for the fiscal quarters
ended October 3, 2020, and January 2, 2021 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 nine months of fiscal 2021 ended April 3, 2021,
contained 40 weeks and the first nine months of fiscal 2020 ended March 28, 2020
contained 39 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.


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 (loss) excluding (i) restructuring, integration and other

expenses, (see Restructuring, Integration and Other Expenses in this MD&A),

? (ii) amortization of acquired intangible assets and (iii) goodwill and

long-lived asset impairment expense. Operating income excluding such amounts is


   referred to as "adjusted operating income."



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








                                              Third Quarters Ended         Nine Months Ended
                                            April 3,      March 28,     April 3,     March 28,
                                              2021          2020          2021          2020

                                                                (Thousands)
Operating income (loss)                     $  87,684    $ (115,760)    $ 163,407    $  (6,548)
Restructuring, integration and other
expenses                                       17,574         19,211       55,943        58,073
Goodwill and long-lived asset impairment
expense                                             -        145,836            -       145,836
Amortization of acquired intangible
assets and other                                5,283         21,071       35,875        62,603
Adjusted operating income                   $ 110,541    $    70,358    $ 255,225    $  259,964
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

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                                    OVERVIEW



Organization


Avnet, Inc. and its consolidated subsidiaries' (collectively, the "Company" or
"Avnet"), is a global technology solutions company with extensive capabilities
that can deliver 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, 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 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 Reports on Form 10-Q for the fiscal quarters ended October 3, 2020 and
January 2, 2021.


The Company did not experience any meaningful financial impact during the third quarter of fiscal 2021 associated with the COVID-19 pandemic.





Executive Summary



Sales of $4.92 billion in the third quarter of fiscal 2021 were 14.1% higher
than the prior year third quarter sales of $4.31 billion. Excluding the impact
of changes in foreign currency, sales increased 10.7% as compared to sales

in
the prior year third quarter.



Gross profit margin of 11.6% decreased 48 basis points compared to 12.0% in the
third quarter of fiscal 2020. This decrease is primarily due to geographical
market mix and, to a lesser extent, product and customer mix.



Operating income of $87.7 million was $203.4 million higher, as compared to the
third quarter of fiscal 2020. This represents an increase of 175.7%. Operating
income margin was 1.8% in the third quarter of fiscal 2021, as compared to a
negative 2.7% operating loss margin in the prior year. The increase in operating
income margin when compared to the prior year third quarter is the result of the
goodwill and long-lived asset impairment expense in the prior year quarter.
Adjusted operating income margin was 2.3% in the third quarter of fiscal 2021 as
compared to 1.6% in the third quarter of fiscal 2020, an increase of 62 basis
points. This increase in adjusted operating income margin is primarily due to
the increase in sales and reductions in selling, general and administrative
expenses resulting from the Company's cost savings initiatives, partially offset
by the decrease in gross profit margin.



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Sales



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




                                Quarter Ended                                             Nine 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
                   Q3-Fiscal      Q3-Fiscal      Q3-Fiscal      Q3-Fiscal        Extra        Q3-Fiscal      Q3-Fiscal      Q3-Fiscal
                      2021         2021(1)        2021(1)          2021         Week(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


___________

Sales adjusted for the impact of the termination of the TI distribution

contract, which was completed in December 2020. Sales of TI products was $401

(1) million in the third quarter of fiscal 2020 and $2 million in the third

quarter of fiscal 2021. Sales of TI products was $1.24 billion in the first


     nine months of fiscal 2020 and $292 million in the first nine months of
     fiscal 2021.

(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 2021 as compared to fiscal 2020 by
region and by operating group.




                               Quarter Ended                                          Nine Months Ended
                                 Sales As       Organic                                                                Organic
                   Sales As      Reported        Sales                      Sales As                    Organic         Sales
                   Reported    and Organic     Adj for TI                   Reported                     Sales        Adj for TI
                     and       Year-Year %    Year-Year %     Sales As    Year-Year %     Organic     Year-Year %    Year-Year %
                   Organic      Change in      Change in      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                 14.1 %         10.7 %         22.0 %        6.2 %          3.9 %        3.9 %          1.6 %          9.5 %
Avnet by region
Americas             (3.5) %        (3.5) %          4.9 %      (3.8) %        (3.8) %      (6.0) %        (6.0) %        (0.2) %
EMEA                   4.8          (3.4)            6.5          0.1          (6.0)        (2.1)          (8.2)          (1.8)
Asia                  36.2           35.0           50.3         17.7           17.0         15.3           14.6           25.4
Avnet by operating group
EC                    13.7 %         10.5 %         22.9 %        6.2 %          4.0 %        3.9 %          1.7 %         10.4 %
Farnell               18.2           12.3           12.3          6.1            2.4          3.9            0.2            0.2


___________

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


     distribution agreement, which was completed in December 2020.




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Sales of $4.92 billion for the third quarter of fiscal 2021 were up $606.9
million, or 14.1%, from the prior year third quarter sales of $4.31 billion.
Sales in constant currency in the third quarter of fiscal 2021 increased by
10.7% year-over-year. The increase in sales is primarily the result of increased
sales in the Company's EC Asia region and sales growth at Farnell. The
year-over-year sales increases were impacted by lower sales of TI products in
the third quarter of fiscal 2021. Organic sales in constant currency excluding
TI sales in the third quarter of fiscal 2021 were 22.0% higher than sales in the
third quarter of fiscal 2020 reflecting improvements in both operating groups
across all regions.



EC sales of $4.52 billion in the third quarter of fiscal 2021 increased $545.9
million or 13.7% from the prior year third quarter sales of $3.97 billion. On an
organic basis, EC sales excluding TI increased 22.9% 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
market demand and stronger demand in certain industry sectors, particularly the
transportation and industrial sectors.



Farnell sales for the third quarter of fiscal 2021 were $396.1 million, an
increase of $61.0 million or 18.2% from the prior year third quarter sales of
$335.1 million. Sales in constant currency increased 12.3% year-over-year. These
increases were primarily a result of improved market demand in all three
regions.



Sales for the first nine months of fiscal 2021 were $14.31 billion, an increase
of $833.3 million as compared to sales of $13.47 billion for the first nine
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. Organic
sales in constant currency excluding TI sales increased 9.5% year-over-year in
the first nine months of fiscal 2021.



Gross Profit



Gross profit for the third quarter of fiscal 2021 was $568.4 million, an
increase of $49.4 million, or 9.5%, from the third quarter of fiscal 2020 gross
profit of $518.9 million. Gross profit margin decreased to 11.6% (or 48 basis
points) from the third quarter of fiscal 2020 gross profit margin of 12.0%,
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
geographical market mix and, to a lesser extent, from unfavorable changes in
product and customer mix. Sales in the higher gross profit margin western
regions represented approximately 56% of sales in the third quarter of fiscal
2021, as compared to 63% during the third quarter of fiscal 2020.



Gross profit and gross profit margin were $1.60 billion and 11.2%, respectively,
for the first nine months of fiscal 2021, as compared with $1.59 billion and
11.8%, respectively, for the first nine months of fiscal 2020. The decline in
gross profit margin during the first nine months of fiscal 2021 compared to the
first nine months of fiscal 2020 is primarily due to geographical market mix
and, to a lesser extent, from unfavorable changes in product and customer mix.
Sales in the higher gross profit margin western regions represented
approximately 55% of sales in the first nine months of fiscal 2021 as compared
to 59% during the first nine months of fiscal 2020.



Selling, General and Administrative Expenses


Selling, general and administrative expenses ("SG&A expenses") were $463.1
million in the third quarter of fiscal 2021, a decrease of $6.6 million, or
1.4%, from the third 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 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
third quarter of fiscal 2021, SG&A expenses as a percentage of sales were 9.4%
and as a percentage of gross profit were 81.5%, as compared with 10.9% and
90.5%, respectively, in the third quarter of fiscal 2020. The decrease in SG&A
expenses as a percentage of gross profit primarily results from operating
leverage created from higher sales, cost savings from restructuring activities,
and lower amortization expense, partially offset by foreign currency due to the
weakening U.S. Dollar and from the decrease in gross profit margin.



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SG&A expenses for the first nine months of fiscal 2021 were $1.38 billion, or
9.6% of sales, as compared with $1.39 billion, or 10.3% of sales, in the first
nine 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 U.S. Dollar and from the decrease in gross profit margin. SG&A
expenses were 86.3% of gross profit in the first nine months of 2021 as compared
with 87.6% in the first nine months of fiscal 2020.



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,
integration, and other costs. Restructuring costs primarily relate to the
restructuring of the Company's information technology, distribution center
footprint, and business operations. Integration costs primarily relate to the
integration of certain regional and global businesses, as well as 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.



The Company recorded restructuring, integration and other expenses of $17.6
million during the third quarter of fiscal 2021. The Company recorded $5.4
million of restructuring costs in the third quarter of fiscal 2021, which are
expected to provide over $7.0 million in annual operating expense savings once
such restructuring actions are completed. During the third quarter of fiscal
2021, the Company also incurred integration costs of $12.0 million and other
expenses of $0.2 million. The after-tax impact of restructuring, integration and
other expenses were $13.5 million and $0.13 per share on a diluted basis.



During the first nine months of fiscal 2021, the Company incurred restructuring
costs of $39.9 million, integration costs of $26.5 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 $0.2 million. The after-tax impact of
restructuring, integration and other expenses for the first nine months of
fiscal 2021 was $44.6 million and $0.44 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 (Loss)



Operating income for the third quarter of fiscal 2021 was $87.7 million, an
increase of $203.4 million, or 175.7%, from the third quarter of fiscal 2020
operating loss of $115.8 million, which included goodwill and long-lived asset
impairment expense of $145.8 million. Adjusted operating income for the third
quarter of fiscal 2021 was $110.5 million, an increase of $40.2 million, or
57.1%, from the third quarter of fiscal 2020. The year-over-year increase in
adjusted operating income was primarily driven by the increase in sales and by
the reduction in SG&A expenses.



EC operating income margin increased 49 basis points year over year to 2.6% and Farnell operating income margin decreased 95 basis points year over year to 6.0%.





Operating income for the first nine months of fiscal 2021 was $163.4 million, or
1.1% of consolidated sales, as compared with operating loss of $6.5 million, or
negative 0.1% of consolidated sales in the first nine months of fiscal 2020.
Adjusted operating income for the first nine months of fiscal 2021 was $255.2
million, a decrease of $4.7 million, or 1.8%, from the first nine 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
increase in sales and the reduction in SG&A expenses.



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





Interest and other financing expenses in the third quarter of fiscal 2021 was
$22.3 million, a decrease of $7.4 million, or 24.8%, as compared with interest
and other financing expenses of $29.7 million in the third quarter of fiscal
2020. Interest and other financing expenses in the first nine months of fiscal
2021 was $66.1 million, a decrease of $31.1 million, or 32.0%, as compared with
interest and other financing expenses of $97.3 million in the first nine months
of fiscal 2020. The decrease in interest and other financing expenses in the
first nine months of fiscal 2021 compared to the first nine months of fiscal
2020 was primarily related to lower outstanding borrowings during fiscal 2021 as
compared to fiscal 2020.



During the third quarter of fiscal 2021, the Company had $4.8 million of other
income as compared with $12.6 million of other expense in the third quarter of
fiscal 2020. During the first nine months of fiscal 2021, the Company had $16.1
million of other expense as compared with $9.6 million of other expense in the
first nine months of fiscal 2020. The year-over-year differences in other income
(expense) was primarily due to $15.2 million of equity investment impairment
expense included in other expense in the first nine months of fiscal 2021 and
differences in foreign currency exchange rates between the first nine months of
fiscal 2021 and fiscal 2020.



Income Tax Benefit



The Company's effective tax rate on its income before taxes was a benefit of
53.3% in the third quarter of fiscal 2021. During the third quarter of fiscal
2021, 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 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.



Net Income (Loss)



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 2021 was $107.5 million, or
$1.07 per share on a diluted basis, as compared with net loss of $128.7 million,
or $1.29 per share on a diluted basis, in the third 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 nine months of fiscal 2021 was $107.8
million, or $1.08 per share on a diluted basis, as compared with net loss of
$83.2 million, or $0.82 per share on a diluted basis, in the first nine months
of fiscal 2020.



                        LIQUIDITY AND CAPITAL RESOURCES



Cash Flow


Cash Flow from Operating Activities





During the first nine months of fiscal 2021, the Company generated $197.5
million of cash flow from operations compared to $442.6 million of cash
generated in the first nine 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 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

                                       26

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of $6.5 million. Comparatively, cash generated from working capital and other
was $180.9 million during the first nine months of fiscal 2020, including
decreases in accounts receivable of $150.1 million and inventories of $228.0
million, offset by decreases in accounts payable of $112.9 million and accrued
expenses and other of $84.3 million.



Cash Flow from Financing Activities





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.



During the first nine months of fiscal 2020, the Company made net repayments of
$127.4 million under the Securitization Program, paid dividends on common stock
of $63.2 million, and repurchased $235.8 million of common stock.



Cash Flow from Investing Activities


During the first nine months of fiscal 2021, the Company used $39.0 million for
capital expenditures primarily related to warehouse and facilities, and
information technology hardware and software costs, compared to $61.2 million
for capital expenditures in the first nine months of fiscal 2020. During the
first nine 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 $12.5 million for other investing activities
during the first nine 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 April 3, 2021. The Company was in compliance with
all covenants under the Credit Facility and the Securitization Program as of
April 3, 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 third quarter of fiscal 2021 was $1.4 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 $322.7 million as of April 3,
2021, of which $243.1 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 third 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 no borrowings outstanding
under the Securitization Program, resulting in approximately $1.61 billion of
total availability as of April 3, 2021. Availability under the Securitization
Program is subject to the Company having sufficient eligible trade accounts
receivable in the United States 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. 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 April 3, 2021.



During the third quarter of fiscal 2021, the Company committed to an early redemption of all $300 million of its outstanding 3.75% Notes due December 2021. The Company expects to refinance such notes.


During the third quarter and first nine months of fiscal 2021, the Company had
an average daily balance outstanding of approximately $249.1 million and $138.2
million, respectively, under the Credit Facility and approximately $76.5 million
and $198.6 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 $485.1
million in cash flows from operating activities over the trailing four fiscal
quarters ended April 3, 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 and management believes the Company will have
adequate access to the 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 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 April 3, 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.



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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 2021, the Board of Directors approved a dividend of $0.21 per share, which resulted in $20.9 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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