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What changed in AVNET INC's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of AVNET INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+175 added162 removedSource: 10-K (2025-08-15) vs 10-K (2024-08-14)

Top changes in AVNET INC's 2025 10-K

175 paragraphs added · 162 removed · 141 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

20 edited+1 added1 removed32 unchanged
Biggest changeThe Company is committed to making employment decisions based on merit and the needs of the Company’s business, 6 Table of Contents while ensuring equal employment opportunities for all applicants and employees regardless of race, gender, national origin, or other protected characteristic. The Company’s Global DEI Council, a global cross-functional team of leaders, oversees inclusion efforts.
Biggest changeInclusion The Company strives for (i) an employee population that reflects the diverse communities in which they live, work, and do business, and (ii) a culture that seeks out varying perspectives, which allows the best ideas to come to light. 6 Table of Contents The Company is committed to making employment decisions based on merit and the needs of the Company’s business, while ensuring equal employment opportunities for all applicants and employees regardless of race, gender, national origin, or other protected characteristic.
Supply Chain Solutions EC’s supply chain solutions provide procurement support and warehousing and logistics services to OEMs, EMS providers, and electronic component manufacturers, enabling them to optimize supply chains on a local, regional, or global basis.
Avnet Supply Chain Solutions EC’s supply chain solutions provide procurement support and warehousing and logistics services to OEMs, EMS providers, and electronic component manufacturers, enabling them to optimize supply chains on a local, regional, or global basis.
Embedded and Integrated Solutions EC provides embedded solutions, including technical design and integration and assembly of embedded products, systems, and solutions for a variety of end markets, including industrial and healthcare. EC also provides embedded display solutions, including touch and passive displays.
Avnet Embedded and Avnet Integrated Solutions EC provides embedded solutions, including technical design and integration and assembly of embedded products, systems, and solutions for a variety of end markets, including industrial and healthcare. EC also provides embedded display solutions, including touch and passive displays.
EC also offers engineering and technical resources deployed globally to support product design, bill of materials development, and technical education and training. By utilizing EC’s design chain support, customers can optimize their component selection and accelerate their time to market. EC’s extensive electronic component offerings provides customers access to a diverse range of products from a complete spectrum of suppliers.
EC also offers engineering and technical resources deployed globally to support product design, bill of materials development, and technical education and training. By utilizing EC’s design chain support, customers can optimize their component selection and accelerate their time to market. EC’s extensive electronic component offerings provide customers access to a diverse range of products from a complete spectrum of suppliers.
In fiscal 2024, continued progress was made with implementing the multi-year plan to improve alignment and consistency of management systems, policies, and procedures; provide comprehensive health and safety training to employees relevant to their specific work functions; drive continual improvement processes with a focus on identified risks; and increase ISO certifications at operational sites.
In fiscal 2025, continued progress was made with implementing a multi-year plan to improve alignment and consistency of management systems, policies, and procedures; provide comprehensive health and safety training to employees relevant to their specific work functions; drive continual improvement processes with a focus on identified risks; and increase ISO certifications at operational sites.
Design Chain Solutions EC offers design chain support that provides engineers with a host of technical design solutions, which helps EC support a broad range of customers seeking complex products and technologies.
Avnet Design Solutions EC offers design support that provides engineers with a host of technical design solutions, which helps EC support a broad range of customers seeking complex products and technologies.
Consequently, the Company invests in its global workforce to drive 5 Table of Contents diversity and inclusion; provide fair and competitive pay and benefits; foster employee development; promote employees health and safety; and understand employees’ experiences and identify opportunities to improve.
Consequently, the Company invests in its global workforce to drive 5 Table of Contents inclusiveness; provide fair and competitive pay and benefits; foster employee development; promote employees health and safety; and understand employees’ experiences and identify opportunities to improve.
Through such surveys, the Company regularly collects feedback to better understand its employees’ experiences and identify opportunities to improve the work environment, increase employee satisfaction, and strengthen its culture. In fiscal 2024, the Company conducted its regular global employee engagement survey and achieved a participation rate of 71.6%, an increase over fiscal 2023.
Through such surveys, the Company regularly collects feedback to better understand its employees’ experiences and identify opportunities to improve the work environment, increase employee satisfaction, and strengthen its culture. In fiscal 2025, the Company conducted its regular global employee engagement survey and achieved a participation rate of 76%, an increase over fiscal 2024.
Talent and succession planning activities are conducted for the Company’s executive officers at least annually and periodically for other senior leaders. Health and Safety The Company strives to create workspaces and practices that foster a safe and secure work environment.
Talent and succession planning activities are conducted for the Company’s executive officers and senior leaders at least annually and periodically for other levels of management. Health and Safety The Company aims to create workspaces and practices that foster a safe and secure work environment.
It offers an array of customer support options throughout the entire product lifecycle, including both turnkey and customized design, supply chain, programming, logistics, and post-sales services. Within the EC operating group for 2024, net sales of approximately 85% consist of semiconductor products, approximately 14% consist of interconnect, passive, and electromechanical components, and approximately 1% consist of computers.
It offers an array of customer support options throughout the entire product lifecycle, including both turnkey and customized design, supply chain, programming, logistics, and post-sales services. Within the EC operating group for 2025, net sales of approximately 82% consist of semiconductor products, approximately 16% consist of interconnect, passive, and electromechanical components, and approximately 2% consist of computers.
The Company’s commitment to diversity is evidenced by the makeup of its Board of Directors, which as of June 29, 2024, was 30% women and 50% racially and ethnically diverse (including Middle Eastern origin). In addition, for fiscal years 2021 through 2024, executive’s annual incentive compensation included non-financial performance goals that consist in part on DEI.
The Company’s commitment to inclusion is evidenced by the makeup of its Board of Directors, which as of June 28, 2025, was 40% women and 50% racially and ethnically diverse (including Middle Eastern origin). In addition, for fiscal years 2021 through 2025, executive’s annual incentive compensation included non-financial performance goals that consist in part on inclusion.
Through its THRIVE program, the Company offers resources covering (1) physical and mental health, fitness, and well-being; (2) professional growth, skills, and development; (3) total rewards, retirement planning and money management; and (4) community connections, networks, and social interests. Development and Training The Company provides career development training and opportunities to help employees reach their potential.
Through its THRIVE program, the Company offers resources covering (1) physical and mental health, fitness, and well-being; (2) professional growth, skills, and development; (3) total rewards, retirement planning and money management; and (4) community connections, networks, and social interests.
“Other” consists primarily of test and measurement and maintenance, repair, and operations (MRO) products. Years Ended June 29, July 1, July 2, 2024 2023 2022 (Millions) Semiconductors $ 19,030.3 $ 21,366.5 $ 18,380.2 Interconnect, passive & electromechanical (IP&E) 3,745.9 4,150.6 4,639.1 Computers 382.8 520.8 663.2 Other 598.1 499.0 628.2 Sales $ 23,757.1 $ 26,536.9 $ 24,310.7 Competition & Markets The electronic components industry is competitive.
“Other” consists primarily of test and measurement and maintenance, repair, and operations (MRO) products. Years Ended June 28, June 29, July 1, 2025 2024 2023 (Millions) Semiconductors $ 17,207.9 $ 19,030.3 $ 21,366.5 Interconnect, passive & electromechanical (IP&E) 3,976.9 3,745.9 4,150.6 Computers 528.9 382.8 520.8 Other 487.1 598.1 499.0 Sales $ 22,200.8 $ 23,757.1 $ 26,536.9 Competition & Markets The electronic components industry is competitive.
Within the Farnell operating group for 2024, net sales of approximately 16% consists of semiconductor products, approximately 45% consists of interconnect, passive, and electromechanical components, approximately 5% consists of single-board computers, and approximately 34% consists of other products and services, including test and measurement and maintenance, repair, and operations products.
Within the Farnell operating group for 2025, net sales of approximately 14% consists of semiconductor products, approximately 47% consists of interconnect, passive, and electromechanical components, approximately 11% consists of single-board computers, and approximately 28% consists of other products and services, including test and measurement and maintenance, repair, and operations products.
The council meets regularly and engages with colleagues across the Company to connect DEI initiatives to the Company’s broader business strategy. The Company’s Equal Opportunity, Diversity, and Inclusion Policy actively promotes DEI in the Company’s talent management practices.
The Company’s Global Inclusion Council, a global cross-functional team of leaders, oversees inclusion efforts. The council meets regularly and engages with colleagues across the Company to connect inclusion-related initiatives to the Company’s broader business strategy. The Company’s Equal Employment Opportunity Policy actively promotes inclusion in the Company’s talent management practices.
As of June 29, 2024, the Company has 26 operational sites, of which eight are certified to ISO 45001 and 17 are certified to ISO 14001.
As of June 28, 2025, the Company has 27 operational sites, of which nine are certified to ISO 45001 and 19 are certified to ISO 14001.
Listed in the table below are the major product categories and the Company’s approximate sales of each during the past three fiscal years.
Products from one supplier were approximately 10% of consolidated sales during fiscal years 2025, 2024 and 2023. 4 Table of Contents Listed in the table below are the major product categories and the Company’s approximate sales of each during the past three fiscal years.
The performance management process provides ongoing performance, goals, and development discussions between employees and their leaders. Learning and development resources include mentoring programs and internal and external trainings, which cover a variety of technical, business, interpersonal, and leadership topics. Additionally, certain programs are available for leaders to develop skills in effective goal setting, coaching, feedback, and development.
Learning and development resources include self-paced courses, books, listen and learn events, mentoring programs and internal and external trainings, which cover a variety of technical, business, interpersonal, and leadership topics. The performance management process provides for goal-setting, ongoing conversations and check-ins between employees and their leaders, and includes coaching and training for people managers.
Major Products One of Avnet’s competitive strengths is the breadth and quality of the suppliers whose products it distributes. Products from one supplier were approximately 10% of consolidated sales during fiscal years 2024 and 2023, and no 4 Table of Contents single supplier exceeded 10% of consolidated sales during fiscal year 2022.
Major Products One of Avnet’s competitive strengths is the breadth and quality of the suppliers whose products it distributes.
Number of Employees As of June 29, 2024, the Company’s global workforce totaled approximately 15,462 employees across 48 countries. Broken down by geographic region, approximately 4,294 employees are in the Americas, 6,494 employees are in EMEA, and 4,674 employees are in Asia.
Number of Employees As of June 28, 2025, the Company had a global workforce of approximately 14,869 employees across 48 countries. This included approximately 4,052 employees in the Americas, 6,185 employees in EMEA, and 4,632 employees in Asia.
Removed
Diversity, Equity, and Inclusion (“DEI”) The Company’s DEI vision is (i) an employee population that reflects the diverse communities in which they live, work, and do business, and (ii) a culture that seeks out varying perspectives, which allows the best ideas to come to light.
Added
Learning and Development The Company supports career growth and provides an array of resources and opportunities to help employees reach their potential. There is a structured learning framework as employees progress from individual contributor roles to senior management.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

41 edited+9 added6 removed68 unchanged
Biggest changeIn addition, inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and the Company’s ability to offer credit and collect receivables. 16 Table of Contents Competition The market for the Company’s products and services is very competitive and subject to technological advances (including artificial intelligence), new competitors, non-traditional competitors, and changes in industry standards.
Biggest changeThe Company may be unable to pass along such higher costs to its customers, which may result in lower gross profit margins. In addition, inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and the Company’s ability to offer credit and collect receivables.
In addition to the cost of compliance, the potential criminal penalties for violations of import or export regulations and anti-corruption laws, by the Company or its third-party agents, create heightened risks for the Company’s international operations.
In addition to the cost of compliance, the potential penalties for violations of import or export regulations and anti-corruption laws, by the Company or its third-party agents, create heightened risks for the Company’s international operations.
Geopolitical uncertainty (including from military conflicts, health-related crises, and international trade disputes) have led, and may continue to lead, to shortages, extended lead times, and unpredictability in the supply of certain semiconductors and other electronic components. In reaction, customers may over order to ensure sufficient inventory, which, when the shortage lessens, may result in order cancellations and decreases.
Geopolitical uncertainty (including from military conflicts, health-related crises, and international trade disputes) has led, and may continue to lead, to shortages, extended lead times, and unpredictability in the supply of certain semiconductors and other electronic components. In reaction, customers may over order to ensure sufficient inventory, which, when the shortage lessens, may result in order cancellations and decreases.
Similarly, the price of the Company’s common stock is subject to volatility due to fluctuations in general market conditions; actual financial results that do not meet the Company’s or the investment community’s expectations; changes in the Company’s or the investment community’s expectations for the Company’s future results, dividends, or share repurchases; and other factors, many of which are beyond the Company’s control. 8 Table of Contents Business and Operations Risks Changes in customer needs and consumption models Changes in customer product demands and consumption models may cause a decline in the Company’s billings, which would have a negative impact on the Company’s financial results.
Similarly, the price of the Company’s common stock is subject to volatility due to fluctuations in general market conditions; actual financial results that do not meet the Company’s or the investment community’s expectations; changes in the Company’s or the investment community’s expectations for the Company’s future results, dividends, or share repurchases; and other factors, many of which are beyond the Company’s control. 8 Table of Contents Changes in customer needs and consumption models Changes in customer product demands and consumption models may cause a decline in the Company’s billings, which would have a negative impact on the Company’s financial results.
Restrictions on immigration or changes in immigration laws, including visa restrictions, may limit the Company’s acquisition of key talent, including talent with diverse experience, background, ability, and perspectives. Changing demographics and labor work force trends may result in a loss of knowledge and skills as experienced workers leave the Company.
Restrictions on immigration or changes in immigration laws, including visa restrictions, may limit the Company’s acquisition of key talent, including talent with diverse experience and perspectives. Changing demographics and labor work force trends may result in a loss of knowledge and skills as experienced workers leave the Company.
In addition, most Company sales are made pursuant to individual purchase orders, rather than through long-term sales contracts. Where there are contracts, such contracts are generally terminable at will upon notice. Unforeseen product developments, 12 Table of Contents inventory value declines, or customer cancellations may adversely affect the Company’s business, results of operations, financial condition, or liquidity.
In addition, most Company sales are made pursuant to individual purchase orders, rather than through long-term sales contracts. Where there are contracts, such contracts are generally terminable at will upon notice. Unforeseen product developments, inventory value declines, or customer cancellations may adversely affect the Company’s business, results of operations, financial condition, or liquidity.
A failure of any of these information systems (including due to power losses, computer and telecommunications failures, cyber security incidents, or manmade or natural disasters), or material difficulties in upgrading these information systems, could have an adverse effect on the Company’s business, internal controls, and reporting obligations under federal securities laws.
A failure of any of these information systems (including due to power losses, computer and telecommunications failures, cybersecurity incidents, or manmade or natural disasters), or material difficulties in upgrading these information systems, could have an adverse effect on the Company’s business, internal controls, and reporting obligations under federal securities laws.
In addition, the Company’s expanding business activities may include the assembly or manufacture of electronic component products and systems. Product defects, whether caused by a design, assembly, manufacture or component failure or error, or manufacturing processes not in compliance with applicable statutory and regulatory requirements, may result in product liability claims, 15 Table of Contents product recalls, fines, and penalties.
In addition, the Company’s expanding business activities may include the assembly or manufacture of electronic component products and systems. Product defects, whether caused by a design, assembly, manufacture or component failure or error, or manufacturing processes not in compliance with applicable statutory and regulatory requirements, may result in product liability claims, product recalls, fines, and penalties.
If the Company is unable to continually improve the efficiency of its systems, it could cause systems interruptions or delays and adversely affect the Company’s operating results. Logistics disruptions The Company’s global logistics services are operated through specialized and centralized distribution centers around the globe, some of which are outsourced.
If the Company is unable to continually improve the efficiency of its systems, it could cause systems interruptions or delays and adversely affect the Company’s operating results. 11 Table of Contents Logistics disruptions The Company’s global logistics services are operated through specialized and centralized distribution centers around the globe, some of which are outsourced.
An increase in the Company’s debt or deterioration of its operating results may cause a reduction in its debt ratings. Any such reduction could negatively impact the Company’s ability to obtain additional financing or renew existing financing, and could result in reduced credit limits, increased financing expenses, and additional restrictions and covenants.
An increase in the Company’s debt or deterioration of its operating results may cause a reduction in its debt ratings. Any such reduction could negatively impact the Company’s ability to obtain additional financing or renew existing financing at acceptable terms, and could result in reduced credit limits, increased financing expenses, and additional restrictions and covenants.
Internal controls over financial reporting are intended to prevent and detect material misstatements in its financial reporting and material fraudulent activity, but are limited by human error, circumventing or overriding controls, and fraud. As a result, 14 Table of Contents the Company may not identify all material activity or all immaterial activity that could aggregate into a material misstatement.
Internal controls over financial reporting are intended to prevent and detect material misstatements in its financial reporting and material fraudulent activity, but are limited by human error, circumventing or overriding controls, and fraud. As a result, the Company may not identify all material activity or all immaterial activity that could aggregate into a material misstatement.
A reduction in its current debt rating may also negatively impact the Company’s working capital and impair its relationship with its customers and suppliers. As of June 29, 2024, the Company had debt outstanding with financial institutions under various notes, secured borrowings, and committed and uncommitted lines of credit.
A reduction in its current debt rating may also negatively impact the Company’s working capital and impair its relationship with its customers and suppliers. As of June 28, 2025, the Company had debt outstanding with financial institutions under various notes, secured borrowings, and committed and uncommitted lines of credit.
Failure to comply with these regulations could result in substantial costs, fines, and civil or criminal sanctions, as well as third-party claims for property damage or personal injury. Future environmental laws and regulations, including disclosure requirements, may become more stringent over time, imposing greater compliance costs, and increasing risks, penalties and reputational harm associated with violations.
Failure to comply with these regulations could result in substantial costs, fines, and civil or criminal sanctions, as well as third-party claims for property damage or personal injury. Future regulations may become more stringent over time, imposing greater compliance costs, and increasing risks, penalties and reputational harm associated with violations.
The Company may not be able to obtain supplier indemnification for itself and its customers against such claims, or such indemnification may not fully protect the Company and its customers against such claims. Also, the Company is exposed to potential liability for technology and products that it develops for which it has no indemnification protections.
The 15 Table of Contents Company may not be able to obtain supplier indemnification for itself and its customers against such claims, or such indemnification may not fully protect the Company and its customers against such claims. Also, the Company is exposed to potential liability for technology and products that it develops for which it has no indemnification protections.
An economic or industry downturn could adversely affect the Company’s ability to collect receivables, which could result in longer payment cycles, increased collection costs, and defaults exceeding management’s expectations. A significant deterioration in the Company’s ability to collect accounts receivable in the United States could impact the cost or availability of financing under its accounts receivable securitization program.
An economic or industry downturn could adversely affect the Company’s ability to collect receivables, which could result in longer payment cycles, increased collection costs, and defaults exceeding management’s expectations. A significant deterioration in the Company’s ability to collect accounts receivable in the United States could impact the cost or availability of financing under various financing programs.
In cases where customers have non-cancellable/ non-returnable orders, customers may not be able or willing to carry out the terms of the orders. The Company’s prices to customers depend on many factors, including product availability, supplier costs, and competitive pressures.
In cases where customers have non-cancellable/ non-returnable orders, customers may not be able or willing to carry out the terms of the orders. The Company’s prices to customers depend on many factors, including product availability, supplier costs, and competitive pressures. The Company may be unable to increase prices to customers to offset higher internal costs, which could reduce margins.
While the Company strives to fully comply with all applicable regulations, certain of these regulations impose liability without fault. Additionally, the Company may be held responsible for the prior activities of an entity it acquired.
While the Company strives to fully comply with all applicable regulations, certain of these regulations are subject to differing interpretations and conflicts among various jurisdictions or may impose liability without fault. Additionally, the Company may be held responsible for the prior activities of an entity it acquired.
General economic or business conditions, both domestic and foreign, may be less favorable than management expects and could adversely impact the Company’s sales or its ability to collect receivables from its customers, which may impact access to the Company’s accounts receivable securitization program. 13 Table of Contents Financing covenants and restrictions may limit management discretion The agreements governing the Company’s financing, including its credit facility, accounts receivable securitization program, and the indentures governing the Company’s outstanding notes, contain various covenants and restrictions that, in certain circumstances, limit the Company’s ability, and the ability of certain subsidiaries, to: grant liens on assets; make restricted payments (including, under certain circumstances, paying dividends on, redeeming, or repurchasing common stock); make certain investments; merge, consolidate, or transfer all, or substantially all, of the Company’s assets; incur additional debt; or engage in certain transactions with affiliates.
Financing covenants and restrictions may limit management discretion The agreements governing the Company’s financing, including its credit facility, accounts receivable securitization program, and the indentures governing the Company’s outstanding notes, contain various covenants and restrictions that, in certain circumstances, limit the Company’s ability, and the ability of certain subsidiaries, to: grant liens on assets; make restricted payments (including, under certain circumstances, paying dividends on, redeeming, or repurchasing common stock); make certain investments; merge, consolidate, or transfer all, or substantially all, of the Company’s assets; incur additional debt; or engage in certain transactions with affiliates.
The Company’s failure to maintain and enhance its competitive position could adversely affect its business and prospects. Furthermore, the Company’s efforts to compete in the marketplace could cause deterioration of gross profit margins and, thus, overall profitability.
In addition, as the Company expands its offerings and geographies, the Company may encounter increased competition from current or new competitors. The Company’s failure to maintain and enhance its competitive position could adversely affect its business and prospects. Furthermore, the Company’s efforts to compete in the marketplace could cause deterioration of gross profit margins and, thus, overall profitability.
An increase in or prolonged period of inflation could affect the Company’s profitability and cash flows, due to higher wages, higher operating expenses, higher financing costs, and higher supplier prices. Inflation may also adversely affect foreign exchange rates. The Company may be unable to pass along such higher costs to its customers, which may result in lower gross profit margins.
An increase in or prolonged period of inflation could affect the Company’s profitability and cash flows, due to higher wages, higher operating expenses, higher financing costs, and higher supplier prices. Inflation may also adversely 16 Table of Contents affect foreign exchange rates.
While the Company may use derivative financial instruments to reduce its net exposure, foreign currency exchange rate fluctuations may materially affect the Company’s financial results. Further, foreign currency instability and disruptions in the credit and capital markets may increase credit risks for some of the Company’s customers and may impair its customers’ ability to repay existing obligations.
Further, foreign currency instability and disruptions in the credit and capital markets may increase credit risks for some of the Company’s customers and may impair its customers’ ability to repay existing obligations.
Such operational challenges could have an adverse impact on the Company’s business partners, and on the Company’s business, operations, financial performance, and reputation. 11 Table of Contents Data security and privacy threats Threats to the Company’s data and information technology systems (including cybersecurity attacks such as phishing and ransomware) are becoming more frequent and sophisticated, including through the use of artificial intelligence and machine learning.
Data security and privacy threats Threats to the Company’s data and information technology systems (including cybersecurity attacks such as phishing and ransomware) are becoming more frequent and sophisticated, including through the use of artificial intelligence and machine learning.
The Company’s contracts with its suppliers vary in duration and are generally terminable by either party at will upon notice. The Company’s suppliers may terminate or significantly reduce their volume of business with the Company because of a product shortage, an unwillingness to do business with the Company, changes in strategy, or otherwise.
The Company’s suppliers may terminate or significantly reduce their volume of business with the Company because of a product shortage, an unwillingness to do business with the Company, changes in strategy, or otherwise.
Many countries are adopting provisions to align their international tax rules with the Base Erosion and Profit Shifting Project, led by the Organisation for Economic Co-operation and Development (“OECD”) and supported by the United States.
Many countries have adopted provisions to align their international tax rules with the Base Erosion and Profit Shifting Project, led by the Organisation for Economic Co-operation and Development (“OECD”), which applies to the Company as of fiscal year 2025.
In such an event, lenders may accelerate payment and the Company may be unable to continue to utilize these facilities. If the Company is unable to utilize these facilities or is required to repay debt earlier than management expected, it may not have sufficient cash available to make interest payments, to repay indebtedness, or for general corporate needs.
In such an event, lenders may accelerate payment, other lenders may declare a cross-default, and the Company may be unable to continue to utilize these facilities, which could cause the Company to have insufficient cash to make interest payments, to repay indebtedness, or for general corporate needs.
In addition, as global opportunities and industry demands shift, and as the Company expands its offerings, the Company may encounter challenges in realigning, training, and hiring skilled personnel.
As global opportunities and industry demands shift, and as technology (including artificial intelligence) impacts how work is performed, the Company may encounter challenges in realigning, training, and hiring skilled personnel.
These actions have resulted in losses; increased costs, which the Company may not be able to pass on to customers; shortages of materials and electronic components; 10 Table of Contents increased cyber security attacks; credit market disruptions; and inflation.
These actions have resulted in increased costs, which the Company may not be able to pass on to customers; shortages of materials and electronic components; increased cybersecurity attacks; credit market disruptions; and inflation. In addition, increased operational expenses incurred in minimizing the number of products subject to tariffs could adversely affect the Company’s operating profits.
Furthermore, many countries are independently evaluating their corporate tax policy, which could result in tax legislation and enforcement that adversely impacts the Company’s tax provision and value of deferred assets and liabilities. The tax laws and regulations of the various countries where the Company has operations are extremely complex and subject to varying interpretations.
Conflicting regulations or interpretations could increase risk of double taxation, compliance complexity, and disputes with taxing authorities. Furthermore, many countries are independently evaluating their corporate tax policy, which could result in tax legislation and enforcement that adversely impacts the Company’s tax provision and value of deferred assets and liabilities.
Failure to comply with such requirements could have an adverse effect on the Company’s reputation, business, financial condition, and results of operations, as well as subject the Company to significant fines, litigation losses, third-party damages, and other liabilities.
Failure to comply with such requirements could have an adverse effect on the Company’s reputation, business, financial condition, and results of operations, as well as subject the Company to significant fines, litigation losses, third-party damages, and other liabilities. 12 Table of Contents Financial Risks Inventory value decline The electronic components and integrated products industries are subject to technological change, new and enhanced products, changes in customer needs, and changes in industry standards and regulatory requirements, which can cause the Company’s inventory to decline in value or become obsolete.
Therefore, increases or decreases in the exchange rates between the U.S. Dollar and other currencies affect the Company’s reported amounts of sales, operating income, and assets and liabilities denominated in foreign currencies. In addition, unexpected and dramatic changes in foreign currency exchange rates may negatively affect the Company’s earnings from those markets.
Dollars, the Company must translate such activities and amounts into U.S. Dollars at exchange rates in effect during each reporting period. Therefore, increases or decreases in the exchange rates between the U.S. Dollar and other currencies affect the Company’s reported amounts of sales, operating income, and assets and liabilities denominated in foreign currencies.
Risks related to international operations During fiscal 2024, 2023, and 2022 approximately 77%, 76% and 77%, respectively, of the Company’s sales came from its operations outside the United States.
Such increased expectations may increase costs and result in reputational damage and loss of business if the Company is perceived to have not met such expectations. 9 Table of Contents Risks related to international operations During fiscal 2025, 2024, and 2023 approximately 77%, 77% and 76%, respectively, of the Company’s sales came from its operations outside the United States.
These conditions make it more difficult to manage the Company’s business and predict future performance. Disruptions to key supplier and customer relationships One of the Company’s competitive strengths is the breadth and quality of the suppliers whose products the Company distributes. For fiscal 2024, one supplier accounted for approximately 10% of the Company’s consolidated billings.
Disruptions to key supplier and customer relationships One of the Company’s competitive strengths is the breadth and quality of the suppliers whose products the Company distributes. For fiscal 2025, one supplier accounted for approximately 10% of the Company’s consolidated billings. The Company’s contracts with its suppliers vary in duration and are generally terminable by either party at will upon notice.
Product liability risks could be particularly significant with respect to aerospace, automotive, and medical applications because of the risk of serious harm to users of such products.
Product liability risks could be particularly significant with respect to aerospace, automotive, and medical applications because of the risk of serious harm to users of such products. Regulatory non-compliance The Company is subject to laws and regulations addressing a variety of issues, including import and export regulations, environmental impacts and related disclosures, data privacy, workplace safety, and supply chain regulations.
The Company believes that its historical tax positions are sound and consistent with applicable law, and that it has adequately reserved for taxes. However, taxing authorities may challenge such positions and the Company may not be successful in defending against any such challenges.
However, taxing authorities may challenge such 14 Table of Contents positions and the Company may not be successful in defending against any such challenges.
In addition, increased operational expenses incurred in minimizing the number of products subject to tariffs could adversely affect the Company’s operating profits. These measures have not yet had a material impact, but future actions or escalations that affect trade relations could materially affect the Company’s sales and results of operations.
These measures have not yet had a material impact, but future actions or escalations that affect trade relations could materially affect the Company’s sales and results of operations. The Company transacts sales, pays expenses, owns assets, and incurs liabilities in countries using currencies other than the U.S. Dollar. Because the Company’s consolidated financial statements are presented in U.S.
If its debt rating is reduced, higher interest rates and increased costs would result. Any material increase in the Company’s financing costs or loss of access to cost-effective financing could have an adverse effect on its profitability, results of operations, and cash flows.
If its debt rating is reduced, higher interest rates and increased costs would result. A portion of the Company’s debt is subject to variable interest rates and an increase in such rates would increase debt service obligations.
The Company competes with other global and regional distributors, as well as some of the Company’s own suppliers that maintain direct sales efforts. In addition, as the Company expands its offerings and geographies, the Company may encounter increased competition from current or new competitors.
Competition The market for the Company’s products and services is very competitive and subject to technological advances (including artificial intelligence), new competitors, non-traditional competitors, and changes in industry standards. The Company competes with other global and regional distributors, as well as some of the Company’s own suppliers that maintain direct sales efforts.
The project aims to standardize and modernize global corporate tax policy, including tax rate increases and a 15% global minimum corporate tax rate that would apply to companies with revenue over a set threshold. The project is expected to impact the Company’s taxes in fiscal year 2025.
The project aims to standardize and modernize global corporate tax policy, and levies a 15% global minimum corporate tax rate on a country-by-country basis on companies with revenue over a set threshold. Various jurisdictions are adopting related regulations at different times and in varying forms.
In addition, the Company may be unable to increase prices to customers to offset higher internal costs, which could also reduce margins. During fiscal 2024, 2023, and 2022, sales of semiconductors represented approximately 80%, 81%, and 76% of the Company’s consolidated sales, respectively, and the Company’s sales closely follow the strength or weakness of the semiconductor industry.
During fiscal 2025, 2024, and 2023, sales of semiconductors represented approximately 78%, 80%, and 81% of the Company’s consolidated sales, respectively, and the Company’s sales closely follow the strength or weakness of the semiconductor industry. These conditions make it more difficult to manage the Company’s business and predict future performance.
Under some of its credit facilities, the Company is required to maintain a maximum leverage ratio and pass certain financial tests. If the Company increases its level of debt or its operating results deteriorate, it may fail to meet this financial ratio or pass these tests, which may result in an event of default.
The Company may be in default under certain of its credit facilities if its leverage ratio exceeds a certain level.
Due to recent global shortages of semiconductors, some suppliers have increased the amount of non-cancellable/ non-returnable 9 Table of Contents orders, which limited the Company’s ability to adjust down its inventory levels. The Company may attempt to limit associated risks by passing such terms on to its customers, but this may not be possible.
The Company may attempt to limit associated risks by passing such terms on to its customers, but this may not be possible. Customers, suppliers, and investors are increasingly requesting information and action regarding the Company’s supply chain due diligence, environmental impacts, and other social and governance practices.
Removed
In fiscal 2024 and 2023, pricing to customers increased due to higher costs from suppliers, as well as higher freight and other costs. However, the Company may not be able to maintain higher prices to customers in the future. As product becomes more available, customer and competitive pressures may lower prices to customers, which could reduce the Company’s margins.
Added
For example, the U.S. administration has made, and continues to make, changes in trade policies, including negotiating or terminating trade agreements, imposing higher tariffs on imports into the United States, and other measures affecting trade between the United States and other countries. Additionally, some countries are changing their trade policies relating to goods imported from the United States.
Removed
For example, various governments imposed trade measures applicable to China and Hong Kong. The United States, European Union, United Kingdom, and others initiated a variety of trade measures and other restrictions against Russia in response to the Russian-Ukraine conflict. In response, the Chinese and Russian governments initiated trade measures against various countries and covering a variety of products.
Added
These policies and related geopolitical tensions could dampen consumer demand, increase market volatility, and impact currency exchange rates, each of which could adversely affect the Company’s financial performance.
Removed
The Company transacts sales, pays expenses, owns assets, and incurs liabilities in countries using currencies other than the U.S. Dollar. Because the Company’s consolidated financial statements are presented in U.S. Dollars, the Company must translate such activities and amounts into U.S. Dollars at exchange rates in effect during each reporting period.
Added
Further, evaluating and complying with new and future trade measures diverts management’s attention from existing initiatives, which may negatively impact the Company’s business operations. 10 Table of Contents The impact of these trade disruptions is difficult to predict and depends on various factors, including (i) when trade measures are implemented, (ii) the ultimate amount, scope, nature, and duration of tariffs and other trade measures, (iii) and the extent to which price increases, together with mitigation efforts, do not fully offset increased costs.
Removed
Financial Risks Inventory value decline The electronic components and integrated products industries are subject to technological change, new and enhanced products, changes in customer needs, and changes in industry standards and regulatory requirements, which can cause the Company’s inventory to decline in value or become obsolete.
Added
In addition, the impact of trade disruptions on general economic conditions is difficult to predict. The Company employs and continues to develop systems and other measures to mitigate the impact of tariffs. The Company also has contingency plans to respond to a range of economic scenarios.
Removed
Environmental regulations non-compliance The Company is subject to various federal, state, local, and foreign laws and regulations addressing environmental and other impacts from industrial processes, waste disposal, carbon emissions, use of hazardous materials in products and operations, recycling products, and other related matters.
Added
The Company continues to monitor and evaluate changing trade policies, as well as the overall economic environment in the electronic components industry. However, despite these efforts, the Company may not be able to fully mitigate the impact of changes in trade policies or an economic downturn.
Removed
Customers, suppliers, investors, and regulatory agencies in various jurisdictions globally are increasingly requesting or requiring disclosure and action regarding the Company’s supply chain due-diligence and environmental, social, and governance practices. Such increased expectations and regulations may increase compliance costs and result in reputational damage and loss of business if the Company is perceived to have not met such expectations.
Added
In addition, unexpected and dramatic changes in foreign currency exchange rates may negatively affect the Company’s earnings from those markets. While the Company may use derivative financial instruments to reduce its net exposure, foreign currency exchange rate fluctuations may materially affect the Company’s financial results.
Added
Such operational challenges could have an adverse impact on the Company’s business partners, and on the Company’s business, operations, financial performance, and reputation.
Added
Any material increase in the Company’s financing costs or loss of access to cost-effective financing could have an adverse effect on its profitability, results of operations, and cash flows. 13 Table of Contents General economic or business conditions, both domestic and foreign, may be less favorable than management expects and could adversely impact the Company’s sales or its ability to collect receivables from its customers, which may impact access to the Company’s accounts receivable securitization program.
Added
The tax laws and regulations of the various countries where the Company has operations are extremely complex and subject to varying interpretations. The Company believes that its historical tax positions are sound and consistent with applicable law, and that it has adequately reserved for taxes.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s employee communication and training program includes: Annual tabletop exercises performed with its executive team; Annual tabletop exercises with its cybersecurity incident response team; Annually distributing the Global Information Security Policy (GISP) to all employees; New hire and biennial computer-based training on data privacy and cybersecurity for all employees, with in-person training for high-risk positions; Cybersecurity awareness training videos available to employees and updated quarterly; Phishing simulations conducted with employees monthly; and Newsletters distributed to all employees on relevant cybersecurity threats. 18 Table of Contents Please refer to Item 1.A, Risk Factors (Data security and privacy threats) for a discussion of whether cybersecurity threats have or will materially affect the Company, as well as the potential impact on the Company’s operations and financial condition.
Biggest changeThe Company’s employee communication and training program includes: Annual tabletop exercises performed with its executive team; Annual tabletop exercises with its cybersecurity incident response team; Annually distributing the Global Information Security Policy (GISP) to all employees; 18 Table of Contents New hire and biennial computer-based training on data privacy and cybersecurity for all employees, with in-person training for high-risk positions; Cybersecurity awareness training videos available to employees and updated quarterly; Phishing simulations conducted with employees monthly; and Newsletters distributed to all employees on relevant cybersecurity threats.
The Company provides quarterly updates to, and receives oversight from, the Audit Committee on the Company’s cybersecurity program, cybersecurity incidents, and the cybersecurity threat landscape. Responsible members of management provide updates to the Company’s senior executive team regarding all cybersecurity incidents, the cybersecurity program, and the threat landscape.
The Company provides quarterly updates to, and receives oversight from, the Technology and Risk Committee on the Company’s cybersecurity program, cybersecurity incidents, and the cybersecurity threat landscape. Responsible members of management provide updates to the Company’s senior executive team regarding all cybersecurity incidents, the cybersecurity program, and the threat landscape.
Cybersecurity controls are governed by Avnet’s Global Information Security Policy (GISP). The Company has processes for overseeing and identifying cybersecurity threats, vulnerabilities, and controls associated with third-party service providers, including evaluating providers’ (i) cybersecurity ratings, (ii) public disclosures related to cybersecurity, (iii) cybersecurity questionnaire responses, and (iv) cybersecurity and IT certifications.
The Company has processes for overseeing and identifying cybersecurity threats, vulnerabilities, and controls associated with third-party service providers, including evaluating providers’ (i) cybersecurity ratings, (ii) public disclosures related to cybersecurity, (iii) cybersecurity questionnaire responses, and (iv) cybersecurity and IT certifications.
The Company has implemented several cybersecurity processes, technologies, and controls to aid in its efforts. The Company’s Global Cybersecurity & Compliance (GC&C) team maintains a comprehensive cybersecurity program that includes policies, procedures, and standards to govern the safe processing, storage, and transmission of data. GC&C team members have extensive knowledge and experience regarding cybersecurity and the Company’s information technology systems.
The Company has implemented several cybersecurity processes, technologies, and controls to aid in its efforts. 17 Table of Contents The Company’s Global Cybersecurity & Compliance (GC&C) team maintains a comprehensive cybersecurity program that includes policies, procedures, and standards to govern the safe processing, storage, and transmission of data.
The GC&C team leader reports directly to the Company’s Chief Information Officer. The cybersecurity program was developed using practices anchored on the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF) and seeks to align to the additional cybersecurity measures of 17 Table of Contents NIST 800-171 and ISO27001.
The cybersecurity program was developed using practices anchored on the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF) and seeks to align to the additional cybersecurity measures of NIST 800-171 and ISO27001. Cybersecurity controls are governed by Avnet’s Global Information Security Policy (GISP).
Added
GC&C team members have extensive knowledge and experience regarding cybersecurity and the Company’s information technology systems. The GC&C team leader reports directly to the Company’s Chief Information Officer.
Added
Please refer to Item 1.A, Risk Factors (Data security and privacy threats) for a discussion of whether cybersecurity threats have or will materially affect the Company, as well as the potential impact on the Company’s operations and financial condition. ​

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties The Company owns and leases approximately 2.0 million and 4.0 million square feet of space, respectively, of which approximately 25% is in the United States.
Biggest changeItem 2. Properties The Company’s Corporate and EC Americas headquarters are in Phoenix, Arizona. The Company owns and leases approximately 2.1 million and 3.7 million square feet of space, respectively, of which approximately 26% is in the United States. The facilities consist of warehousing, integration and value-added operations.
Removed
The following table summarizes certain of the Company’s key facilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Leased ​ ​ ​ Square ​ or ​ ​ Location ​ Footage ​ Owned ​ Primary Use Bernburg.
Added
The Company believes that the facilities are well maintained and adequate for current and future operating needs.
Removed
Germany ​ 680,000 ​ Owned ​ EC warehousing and value-added operations currently under construction ​ Chandler, Arizona 400,000 ​ Owned EC warehousing and value-added operations ​ Tongeren, Belgium 390,000 ​ Owned EC warehousing and value-added operations ​ Leeds, United Kingdom ​ 360,000 ​ Leased ​ Farnell warehousing and value-added operations ​ Poing, Germany 300,000 ​ Owned EC warehousing and value-added operations ​ Chandler, Arizona 230,000 ​ Leased EC warehousing, integration and value-added operations ​ Gaffney, South Carolina ​ 220,000 ​ Owned ​ Farnell warehousing ​ Hong Kong, China 210,000 ​ Leased EC warehousing ​ Phoenix, Arizona ​ 180,000 ​ Leased ​ Corporate and EC Americas headquarters ​ Taipei, Taiwan ​ 33,000 ​ Leased ​ EC warehousing ​ ​ See Note 5, “Property, plant and equipment, net” and Note 11, “Leases” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on the Company’s properties. ​
Added
The following table summarizes the square footage of the Company’s facilities by region as of June 28, 2025 (in millions): ​ ​ ​ ​ ​ Approximate ​ ​ ​ Square ​ ​ ​ Footage ​ Americas ​ 2.0 ​ EMEA ​ 2.7 ​ Asia ​ 1.1 ​ Total ​ 5.8 ​ ​ ​ See Note 5, “Property, plant and equipment, net” and Note 11, “Leases” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on the Company’s properties. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table includes the Company’s monthly purchases of the Company’s common stock, excluding excise tax, during the fourth quarter of fiscal 2024, under the share repurchase program, which is part of publicly announced plans. 21 Table of Contents Total Number of Approximate Dollar Total Average Shares Purchased Value of Shares That Number Price as Part of Publicly May Yet Be of Shares Paid per Announced Plans Purchased under the Period Purchased Share or Programs Plans or Programs March 31 April 27 $ $ 232,484,000 April 28 May 25 560,000 $ 53.17 560,000 $ 202,707,000 May 26 June 29 920,000 $ 53.23 920,000 $ 153,734,000 Item 6. [Reserved]
Biggest changeThe following table includes the Company’s monthly purchases of the Company’s common stock, excluding excise tax, during the fourth quarter of fiscal 2025, under the share repurchase program, which is part of publicly announced plans. 21 Table of Contents Total Number of Approximate Dollar Total Average Shares Purchased Value of Shares That Number Price as Part of Publicly May Yet Be of Shares Paid per Announced Plans Purchased under the Period Purchased Share or Programs Plans or Programs March 30 April 26 1,059,729 $ 45.98 1,059,729 365,394,000 April 27 May 24 365,394,000 May 25 June 28 25,686 $ 49.59 25,686 364,120,000 Item 6. [Reserved]
In addition, certain of the Company’s debt facilities may restrict the declaration and payment of dividends, depending upon the Company’s then current compliance with certain covenants. Record Holders As of August 2, 2024, there were 1,309 registered holders of record of Avnet’s common stock.
In addition, certain of the Company’s debt facilities may restrict the declaration and payment of dividends, depending upon the Company’s then current compliance with certain covenants. Record Holders As of August 7, 2025, there were 1,245 registered holders of record of Avnet’s common stock.
Issuer Purchases of Equity Securities The Company’s Board of Directors has approved the repurchase plan of up to an aggregate of $600 million of common stock.
Issuer Purchases of Equity Securities The Company’s Board of Directors approved the repurchase plan of up to an aggregate of $600 million of common stock, including the increase approved in August 2024.
The graph assumes that the value of the investment in Avnet’s common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 6/29/2019 and tracks it through 6/29/2024. 20 Table of Contents 6/29/2019 6/27/2020 7/3/2021 7/2/2022 7/1/2023 6/29/2024 Avnet, Inc. $ 100 $ 58.93 $ 92.88 $ 100.49 $ 123.19 $ 128.95 Nasdaq Composite 100 123.12 186.10 142.44 178.08 230.80 Peer Group 100 97.85 195.13 173.37 213.64 248.09 The stock price performance included in this graph is not necessarily indicative of future stock price performance .
The graph assumes that the value of the investment in Avnet’s common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 6/27/2020 and tracks it through 6/28/2025. 20 Table of Contents 6/27/2020 7/3/2021 7/2/2022 7/1/2023 6/29/2024 6/28/2025 Avnet, Inc. $ 100 $ 157.60 $ 170.52 $ 209.03 $ 218.81 $ 229.61 Nasdaq Composite 100 151.15 115.69 144.64 187.46 215.81 Peer Group 100 199.41 177.17 218.32 253.53 256.14 The stock price performance included in this graph is not necessarily indicative of future stock price performance .

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 31 Item 8. Financial Statements and Supplementary Data 33
Biggest changeItem 6. [Reserved] 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32 Item 8. Financial Statements and Supplementary Data 34

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Company expects sales in the first quarter of fiscal 2025 to be flat to 5% lower than fourth quarter of fiscal 2024 sales, which will negatively impact operating income and diluted earnings per share. Results of Operations Years Ended June 29, 2024 July 1, 2023 Variance Variance % ($ in millions, unless otherwise stated) Sales $ 23,757 $ 26,537 $ (2,780) (10.5) % Gross profit 2,766 3,182 (416) (13.1) % Selling, general and administrative expenses 1,870 1,967 (98) (5.0) % Restructuring, integration, and other expenses 53 28 25 87.4 % Operating income 844 1,187 (342) (28.9) % Adjusted operating income 900 1,221 (321) (26.3) % Other (expense) income, net (16) 10 (26) (258.8) % Interest and other financing expenses, net (283) (251) (32) 12.8 % Gain on legal settlements and other 86 37 49 133.5 % Income tax expense 134 212 (78) (37.0) % Net income 499 771 (272) (35.3) % Diluted earnings per share 5.43 8.26 (2.83) (34.3) % Other Metrics Gross profit margin 11.6 % 12.0 % (35) bps (0.4) % Operating income margin 3.6 % 4.5 % (92) bps (0.9) % Adjusted operating income margin 3.8 % 4.6 % (81) bps (0.8) % Effective tax rate 21.1 % 21.6 % (45) bps (0.5) % 23 Table of Contents Sales Analysis of Sales: By Operating Group and Geography The table below provides sales decline rates for fiscal 2024 as compared to fiscal 2023 as reported and on a constant currency basis by geographic region and operating group. Sales Year-Year % Years Ended Sales Change in June 29, % of July 1, % of Year-Year % Constant 2024 Total 2023 Total Change Currency (Dollars in millions) Sales by Operating Group: EC $ 22,160.0 93.3 % $ 24,802.6 93.5 % (10.7) % (11.0) % Farnell 1,597.1 6.7 1,734.3 6.5 (7.9) (9.3) Total Avnet $ 23,757.1 $ 26,536.9 (10.5) (10.9) Sales by Geographic Region: Americas $ 5,919.2 24.9 % $ 6,807.7 25.7 % (13.1) % (13.1) % EMEA 8,395.0 35.3 9,229.4 34.8 (9.0) (11.4) Asia 9,442.9 39.8 10,499.8 39.5 (10.1) (9.0) Total Avnet $ 23,757.1 $ 26,536.9 Avnet’s sales for fiscal 2024 were $23.76 billion, a decrease of $2.78 billion, or 10.5%, from fiscal 2023 sales of $26.54 billion.
Biggest changeThe Company has and may in the future purchase additional inventories from electronic component suppliers, even in an industry downturn, if the Company believes the purchase will benefit the Company’s financial or strategic business objectives. 23 Table of Contents Results of Operations Years Ended June 28, June 29, 2025 2024 Variance Variance % ($ in millions, unless otherwise stated) Sales $ 22,201 $ 23,757 $ (1,556) (6.6) % Gross profit 2,385 2,766 (381) (13.8) Selling, general and administrative expenses 1,762 1,870 (107) (5.7) Restructuring, integration, and other expenses 108 53 56 106.1 Operating income 514 844 (330) (39.1) Adjusted operating income 624 900 (276) (30.7) Other expense, net (17) (16) (2) 9.8 Interest and other financing expenses, net (246) (283) 36 (12.9) Gain on legal settlements and other 86 (86) (100.0) Income tax expense 10 134 (123) (92.3) Net income 240 499 (258) (51.8) Diluted earnings per share 2.75 5.43 (2.68) (49.4) Other Metrics Gross profit margin 10.7 % 11.6 % (90) bps (0.9) % Operating income margin 2.3 % 3.6 % (123) bps (1.2) % Adjusted operating income margin 2.8 % 3.8 % (98) bps (1.0) % Effective tax rate 4.1 % 21.1 % (1,699) bps (17.0) % Sales Analysis of Sales: By Operating Group and Geography The table below provides sales change rates for fiscal 2025 as compared to fiscal 2024 as reported and on a constant currency basis by geographic region and operating group. Sales Year-Year % Years Ended Sales Change in June 28, % of June 29, % of Year-Year % Constant 2025 Total 2024 Total Change Currency (Dollars in millions) Sales by Operating Group: EC $ 20,755.0 93.5 % $ 22,160.0 93.3 % (6.3) % (6.4) % Farnell 1,445.8 6.5 % 1,597.1 6.7 % (9.5) % (9.9) % Total Avnet $ 22,200.8 $ 23,757.1 (6.6) % (6.7) % Sales by Geographic Region: Americas $ 5,300.0 23.9 % $ 5,919.2 24.9 % (10.5) % (10.5) % EMEA 6,409.6 28.9 % 8,395.0 35.3 % (23.7) % (24.1) % Asia 10,491.2 47.2 % 9,442.9 39.8 % 11.1 % 11.1 % Total Avnet $ 22,200.8 $ 23,757.1 Avnet’s sales for fiscal 2025 were $22.20 billion, a decrease of $1.56 billion, or 6.6%, from fiscal 2024 sales of $23.76 billion.
The decreases in operating income and operating income margin in both operating groups are due to the decrease in gross profit primarily from lower sales and gross margin without a proportionate decrease in SG&A expenses.
The decreases in operating income and operating income margin in both operating groups are due to the decrease in gross profit primarily from lower sales and from a lower gross profit margin without a proportionate decrease in SG&A expenses.
Industry outlook The global electronic components market has a history of cyclical downturns followed by periods of increased demand. Beginning in the second half of calendar year 2023, the industry began to experience a downturn marked by a decrease in sales due to a combination of elevated customer inventory levels and lower underlying demand for electronic components.
The global electronic components market has a history of cyclical downturns followed by periods of increased demand. Beginning in the second half of calendar year 2023, the industry began to experience a downturn marked by a decrease in sales due to a combination of elevated customer inventory levels and lower underlying demand for electronic components.
The Company operates on a “52/53 week” fiscal year. Fiscal years 2024, 2023 and 2022 each contained 52 weeks. The discussion of the Company’s results of operations includes references to the impact of foreign currency translation. When the U.S.
The Company operates on a “52/53 week” fiscal year. Fiscal years 2025, 2024 and 2023 each contained 52 weeks. The discussion of the Company’s results of operations includes references to the impact of foreign currency translation. When the U.S.
Write-downs are recorded so that inventories reflect the estimated net realizable value and take into account the Company’s contractual provisions with its suppliers, which may provide certain protections to the Company for product obsolescence and price erosion in the form of rights of return, stock rotation rights, obsolescence allowances, industry specific supplier rebate programs and price protections.
Write-downs are recorded so that inventories reflect the estimated net realizable value and take into account the Company’s contractual provisions with its suppliers, which may 30 Table of Contents provide certain protections to the Company for product obsolescence and price erosion in the form of rights of return, stock rotation rights, obsolescence allowances, industry specific supplier rebate programs and price protections.
Management believes the Company’s most critical accounting policies at the end of fiscal 2024 relate to the valuation of inventories and accounting for income taxes. Valuation of Inventories Inventories are recorded at the lower of cost or estimated net realizable value.
Management believes the Company’s most critical accounting policies at the end of fiscal 2025 relate to the valuation of inventories and accounting for income taxes. Valuation of Inventories Inventories are recorded at the lower of cost or estimated net realizable value.
(2) Represents interest expense due on debt by using fixed interest rates for fixed rate debt and assuming the same interest rate at the end of fiscal 2024 for variable rate debt. (3) Excludes imputed interest on operating lease liabilities.
(2) Represents interest expense due on debt by using fixed interest rates for fixed rate debt and assuming the same interest rate at the end of fiscal 2025 for variable rate debt. (3) Excludes imputed interest on operating lease liabilities.
The Company expects to continue to purchase sufficient inventory to meet its customers’ demands in fiscal year 2025, some of which relates to outstanding purchase orders at the end of fiscal 2024.
The Company expects to continue to purchase sufficient inventory to meet its customers’ demands in fiscal year 2026, some of which relates to outstanding purchase orders at the end of fiscal 2025.
Covenants and Conditions The Company’s Credit Facility contains certain covenants with various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures, and also includes financial covenant requiring the Company to maintain a leverage ratio below a certain threshold. The Company was in compliance with all such covenants as of June 29, 2024.
Covenants and Conditions The Company’s Credit Facility contains certain covenants with various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures, and also includes a financial covenant requiring the Company to maintain a leverage ratio below a certain threshold. The Company was in compliance with all such covenants as of June 28, 2025.
The anticipated and actual outcomes of these matters may differ, which 30 Table of Contents may result in changes in estimates to such unrecognized tax benefit liabilities. To the extent such changes in estimates are necessary, the Company’s effective tax rate may fluctuate.
The anticipated and actual outcomes of these matters may differ, which may result in changes in estimates to such unrecognized tax benefit liabilities. To the extent such changes in estimates are necessary, the Company’s effective tax rate may fluctuate.
See Note 7, “Debt” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on financing transactions including the Credit Facility, the Securitization Program and the outstanding Notes as of June 29, 2024.
See Note 7, “Debt” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on financing transactions including the Credit Facility, the Securitization Program and the outstanding Notes as of June 28, 2025.
Circumstances that could affect the Company’s ability to meet the required covenants and conditions of the Securitization Program include the Company’s ongoing profitability and various other economic, market, and industry factors. The Company was in compliance with all such covenants as of June 29, 2024.
Circumstances that could affect the Company’s ability to meet the required covenants and conditions of the Securitization Program include the Company’s ongoing profitability and various other economic, market, and industry factors. The Company was in compliance with all such covenants as of June 28, 2025.
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, capital expenditure, and letter of credit needs of its wholly owned subsidiaries. Outstanding borrowings under such forms of debt at the end of fiscal 2024 was $100.4 million.
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, capital expenditure, and letter of credit needs of its wholly owned subsidiaries. Outstanding borrowings under such forms of debt at the end of fiscal 2025 was $24.9 million.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal years 2023 and 2022 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal years 2024 and 2023 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2024.
The Company may terminate or limit the share repurchase program at any time without prior notice. During fiscal 2024, the Company repurchased $164.8 million of common stock. 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.
The Company may terminate or limit the share repurchase program at any time without prior notice. During fiscal 2025, the Company repurchased $301.4 million of common stock. 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.
(“GAAP”), the Company also discloses certain non-GAAP financial information, including: “Adjusted operating income,” which is operating income excluding (i) restructuring, integration and other expenses, (ii) Russian-Ukraine conflict related expenses, and (iii) amortization of acquired intangible assets.
(“GAAP”), the Company also discloses certain non-GAAP financial information, including: “Adjusted operating income,” which is operating income excluding (i) restructuring, integration and other expenses, and (ii) amortization of acquired intangible assets.
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 fiscal 2024, SG&A expenses as a percentage of sales were 7.9% and as a percentage of gross profit were 67.6%, as compared with 7.4% and 61.8%, respectively, in fiscal 2023.
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 fiscal 2025, SG&A expenses as a percentage of sales were 7.9% and as a percentage of gross profit were 73.9%, as compared with 7.9% and 67.6%, respectively, in fiscal 2024.
During the fourth quarter of fiscal 2024, the Board of Directors approved a dividend of $0.31 per share, which resulted in $27.8 million of dividend payments during the quarter. The Company continually monitors and reviews its liquidity position and funding needs.
During the fourth quarter of fiscal 2025, the Board of Directors approved a dividend of $0.33 per share, which resulted in $27.7 million of dividend payments during the quarter. The Company continually monitors and reviews its liquidity position and funding needs.
As of June 29, 2024, the Company may repurchase up to an aggregate of $153.7 million of shares of the Company’s common stock through the 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 including share price and other factors.
As of June 28, 2025, the Company may repurchase up to an aggregate of $364.1 million of shares of the Company’s common stock through the 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 including share price and other factors.
See Note 17, “Restructuring expenses” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to restructuring expenses. Operating Income Operating income for fiscal 2024 was $844.4 million, a decrease of $342.4 million or 28.9%, from fiscal 2023 operating income of $1.19 billion.
See Note 17, “Restructuring expenses” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to restructuring expenses. Operating Income Operating income for fiscal 2025 was $514.3 million, a decrease of $330.1 million or 39.1%, from fiscal 2024 operating income of $844.4 million.
The Company purchases inventories in the normal course of business throughout the year through the issuance of purchase orders to suppliers. During fiscal 2024, the Company’s cost of sales, substantially all of which related to the underlying purchase of inventories was $21.0 billion and the Company had $5.5 billion of inventories as of June 29, 2024.
The Company purchases inventories in the normal course of business throughout the year through the issuance of purchase orders to suppliers. During fiscal 2025, the Company’s cost of sales, substantially all of which related to the underlying purchase of inventories was $19.8 billion and the Company had $5.2 billion of inventories as of June 28, 2025.
Average selling prices of electronic components at EC remained relatively stable between fiscal 2024 and fiscal 2023. Farnell gross profit margin decreased year over year, primarily due to lower sales of higher margin on-the-board electronic components and the unwinding of component shortage pricing premiums for on-the-board electronic components in fiscal 2024.
Average selling prices of like for like electronic components at EC remained relatively stable between fiscal 2025 and fiscal 2024. Farnell gross profit margin decreased year over year, primarily due to lower sales of higher margin on-the-board electronic components.
The Company paid cash dividends to shareholders of $1.24 per share, or $112.0 million, during fiscal 2024 as compared to $1.16 per share, or $106.3 million, during fiscal 2023. The Company has repurchased $162.7 million of common stock under the share repurchase plan during fiscal 2024 compared to $221.7 million during fiscal 2023.
The Company paid cash dividends to shareholders of $1.32 per share, or $113.3 million, during fiscal 2025 as compared to $1.24 per share, or $112.0 million, during fiscal 2024. The Company has repurchased $303.5 million of common stock under the share repurchase plan during fiscal 2025 compared to $162.7 million during fiscal 2024.
Management does not believe such restrictions would limit the Company’s ability to pursue its intended business strategy. As of June 29, 2024, there were $745.5 million of borrowings outstanding under the Credit Facility and $0.9 million in letters of credit issued, and $415.1 million outstanding under the Securitization Program.
Management does not believe such restrictions would limit the Company’s ability to pursue its intended business strategy. As of June 28, 2025, there were $411.6 million of borrowings outstanding under the Credit Facility and $0.9 million in letters of credit issued, and $500.0 million outstanding under the Securitization Program.
The Company is currently evaluating the impact of adopting ASU No. 2023-07 on its disclosures.
The Company is currently evaluating the impact of adopting ASU No. 2024-03 on its disclosures.
The year-over-year decrease in SG&A expenses was primarily due to decreases in variable operating expenses associated with the decrease in sales volumes discussed above and to a lesser extent the impact of restructuring actions, partially offset by increases in costs due to inflation and the impact of changes in foreign currency translation rates.
The year-over-year decrease in SG&A expenses was primarily due to decreases in variable operating expenses associated with the decrease in sales volumes discussed above, from restructuring actions taken by the Company, and by the impact of changes in foreign currency translation rates.
The following table provides a reconciliation of operating income to adjusted operating income: Years Ended June 29, July 1, July 2, 2024 2023 2022 (Thousands) Operating income $ 844,367 $ 1,186,800 $ 939,011 Restructuring, integration and other expenses 52,550 28,038 5,272 Russian-Ukraine conflict related expenses 26,261 Amortization of acquired intangible assets 3,130 6,053 15,038 Adjusted operating income $ 900,047 $ 1,220,891 $ 985,582 Management believes that providing this additional information is useful to financial statement users 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.
The following table provides a reconciliation of operating income to adjusted operating income: Years Ended June 28, June 29, July 1, 2025 2024 2023 (Thousands) Operating income $ 514,254 $ 844,367 $ 1,186,800 Restructuring, integration, and other expenses 108,316 52,550 28,038 Amortization of acquired intangible assets 1,463 3,130 6,053 Adjusted operating income $ 624,033 $ 900,047 $ 1,220,891 Management believes that providing this additional information is useful to financial statement users 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 with and without these adjustments to GAAP results.
Management also uses these non-GAAP measures to establish operational 22 Table of Contents 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.
Management also uses these non-GAAP measures to establish operational goals and, in 22 Table of Contents many cases, for measuring performance for compensation purposes. However, any analysis of results on a non-GAAP basis should be used in conjunction with results presented in accordance with GAAP. Industry outlook The Company’s operations subject it to tariffs and other trade protection measures.
Gross Profit The Company’s gross profit is primarily affected by sales volume and geographic sales mix. Gross profit in fiscal 2024 was $2.77 billion, a decrease of $415.7 million, or 13.1%, from fiscal 2023 gross profit of $3.18 billion primarily due to lower sales volumes, as described above.
Gross Profit The Company’s gross profit is primarily affected by sales volume, product mix, and geographic sales mix. Gross profit in fiscal 2025 was $2.38 billion, a decrease of $381.5 million, or 13.8%, from fiscal 2024 gross profit of $2.77 billion primarily due to lower sales volumes, as described above.
Selling, General and Administrative Expenses Selling, general and administrative expenses (“SG&A expenses”) in fiscal 2024 were $1.87 billion, a decrease of $97.8 million, or 5.0%, from fiscal 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses (“SG&A expenses”) in fiscal 2025 were $1.76 billion, a decrease of $107.1 million, or 5.7%, from fiscal 2024.
Financing Activities Net repayments of debt totaled $156.5 million during fiscal 2024, including the repayment of $140.7 million under the Securitization Program, and $43.3 million under the Credit Facility, offset by net proceeds of $27.5 million for other debt. This compares to $1.39 billion of net borrowing during fiscal 2023.
Financing Activities Net repayments of debt totaled $274.9 million during fiscal 2025, including the repayment of $357.3 million under the Credit Facility, and $2.5 million for other debt, offset by net proceeds of $84.9 million under the Securitization Program. This compares to $156.5 million of net repayments during fiscal 2024.
During fiscal 2024, 28 Table of Contents the Company had an average daily balance outstanding under the Credit Facility of approximately $1.17 billion and $596.7 million under the Securitization Program. As of June 29, 2024, the combined availability under the Credit Facility and the Securitization Program was $844.5 million.
During fiscal 2025, the Company had an average daily balance outstanding under the Credit Facility of approximately $1.00 billion and $490.5 million under the Securitization Program. During fiscal 2024, the Company had an average daily balance outstanding under the Credit Facility of approximately $1.17 billion and $596.7 million under the Securitization Program.
The increase in interest and other financing expenses in fiscal 2024 compared to fiscal 2023 is a result of higher outstanding borrowings and increases in average borrowing rates. The Company had other expenses of $15.7 million in fiscal 2024, compared to other income of $9.9 million in fiscal 2023.
The decrease in interest and other financing expenses in fiscal 2025 compared to fiscal 2024 is primarily a result of lower outstanding borrowings and average borrowing rates. The Company had other expense of $17.3 million in fiscal 2025, compared to other expense of $15.7 million in fiscal 2024.
Investing Activities The Company’s purchases of property, plant and equipment increased during fiscal 2024 by $31.8 million, when compared to fiscal 2023, primarily due to a distribution center investment in EMEA. During fiscal 2023, the Company used $16.9 million for other investing activities.
Investing Activities The Company’s purchases of property, plant and equipment decreased during fiscal 2025 by $79.0 million, when compared to fiscal 2024, primarily due to a distribution center investment in EMEA in fiscal 2024.
Sales in constant currency decreased 10.9% year over year, reflecting a reduction in sales volume primarily due to the on-going market downturn occurring across the electronic components industry and, to a lesser extent, an unfavorable product mix of lower priced electronic components.
EC sales decreased 6.4% year over year in constant currency. The decrease in EC sales is primarily due to sales volume decreases in the western regions due to the market downturn in the electronic components industry and, to a lesser extent, an unfavorable product mix of lower-priced electronic components.
The increases in SG&A expenses as a percentage of sales and gross profit resulted primarily from the decreases in sales and gross profit without a proportional reduction in SG&A expenses, resulting in lower operating leverage.
The increases in SG&A expenses as a percentage of gross profit resulted primarily from the decreases in sales and gross profit without a proportional reduction in SG&A expenses, resulting in lower operating leverage. Restructuring, Integration and Other Expenses In fiscal 2024, the Company initiated a restructuring plan to reduce SG&A expenses including within the Farnell operating group.
The $1.40 billion increase in net cash provided by operating activities year over year is primarily due to improvements in cash used for working capital and other as working capital levels have reduced as a result of declines in sales, offset by lower cash provided by net income.
The $34.5 million increase in net cash provided by operating activities year over year is primarily due to improvements in cash used for working capital and other as working capital levels have begun to be more in line with sales including the reduction of inventories, offset by lower cash provided by net income.
The settlement period for the remaining amount of the unrecognized tax benefits, including related accrued interest and penalties, cannot be determined, and therefore was not included in the table.
Immaterial cash payments associated with the settlement of these liabilities are expected to be paid within the next 12 months. The settlement period for the remaining amount of the unrecognized tax benefits, including related accrued interest and penalties, cannot be determined, and therefore was not included in the table.
As an alternative form of liquidity 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.
As an alternative form of liquidity 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.
Cash generated by working capital and other was $11.2 million during fiscal 2024, compared to cash used for working capital of $1.68 billion during fiscal 2023, with the difference attributable primarily to cash used for inventories.
Cash generated by working capital and other was $402.2 million during fiscal 2025, compared to cash generated by working capital of $11.2 million during fiscal 2024, with the difference attributable primarily to decreases in inventory purchases and the timing of payments for inventory purchases.
These financing arrangements include public debt (“Notes”), short-term and long-term bank loans, a revolving credit facility (the “Credit Facility”), and an accounts receivable securitization program (the “Securitization Program”).
The Company also uses several funding sources to avoid becoming overly dependent on one financing source, and to lower overall funding costs. These financing arrangements include public debt (“Notes”), short-term and long-term bank loans, a revolving credit facility (the “Credit Facility”), and an accounts receivable securitization program (the “Securitization Program”).
The Company has the following contractual obligations outstanding as of June 29, 2024 (in millions): Payments due by period Less than More than Contractual Obligations Total 1 year 1-3 years 3-5 years 5 years Long-term debt obligations (1) $ 2,910.9 $ 492.7 $ 550.0 $ 1,245.5 $ 622.7 Interest expense on long-term debt obligations (2) 493.9 134.9 211.0 78.2 69.8 Operating lease obligations (3) 266.8 60.0 81.0 41.8 84.0 (1) Includes amounts due within one year and excludes unamortized discount and issuance costs on debt.
The Company has the following contractual obligations outstanding as of June 28, 2025 (in millions): Payments due by period Less than More than Contractual Obligations Total 1 year 1-3 years 3-5 years 5 years Long-term debt obligations (1) $ 2,670.8 $ 637.2 $ 1,000.0 $ 411.6 $ 622.0 Interest expense on long-term debt obligations (2) $ 430.4 $ 117.8 $ 177.0 $ 92.4 $ 43.2 Operating lease obligations (3) $ 380.5 $ 60.7 $ 70.9 $ 36.8 $ 212.1 (1) Includes amounts due within one year and excludes unamortized discount and issuance costs on debt.
The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are based upon the Company’s continual evaluation of available information, including historical results and anticipated future events. Actual results may differ materially from these estimates.
These estimates and assumptions are based upon the Company’s continual evaluation of available information, including historical results and anticipated future events. Actual results may differ materially from these estimates.
Interest and Other Financing Expenses, Net and Other (Expense) Income, Net Interest and other financing expenses for fiscal 2024 was $282.9 million, an increase of $32.0 million, or 12.8%, compared with interest and other financing expenses of $250.9 million in fiscal 2023.
Interest and Other Financing Expenses, Net and Other (Expense) Income, Net Interest and other financing expenses for fiscal 2025 was $246.4 million, a decrease of $36.5 million, or 12.9%, compared with interest and other financing expenses of $282.9 million in fiscal 2024.
ASU No. 2023-09 also provides further disclosure comparability. ASU No. 2023-09 will be effective for the Company in fiscal year 2026 and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on its disclosures.
ASU No. 2023-09 will be effective for the Company in fiscal year 2026 and early adoption is permitted.
Outstanding purchase orders with suppliers may be non-cancellable/non-returnable at the point such orders are issued, or may become non-cancellable at some point in the future, typically within 30 days to 90 days from the requested delivery date of inventories.
Outstanding purchase orders with suppliers may be non-cancellable/non-returnable at the point such orders are issued or may become non-cancellable at some point in the future, typically within 30 days to 90 days from the requested delivery date of inventories. 29 Table of Contents At June 28, 2025, the Company had an estimated liability for income tax contingencies of $120.5 million, which is not included in the above table.
Operating income margin was 3.6% in fiscal 2024 compared to 4.5% in fiscal 2023. 25 Table of Contents Adjusted operating income for fiscal 2024 was $900.0 million, a decrease of $320.8 million or 26.3%, from fiscal 2023 adjusted operating income of $1.22 billion. Adjusted operating income margin was 3.8% in fiscal 2024 compared to 4.6% in fiscal 2023.
Operating income margin was 2.3% in fiscal 2025 compared to 3.6% in fiscal 2024. Adjusted operating income for fiscal 2025 was $624.0 million, a decrease of $276.0 million or 30.7%, from fiscal 2024 adjusted operating income of $900.0 million. Adjusted operating income margin was 2.8% in fiscal 2025 compared to 3.8% in fiscal 2024.
The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the 27 Table of Contents consolidated statements of cash flows. Factoring fees for the sales of trade accounts receivable are classified within “Interest and other financing expenses, net” of the consolidated financial statements.
Factoring fees for the sales of trade accounts receivable are classified within “Interest and other financing expenses, net” of the consolidated financial statements.
Net Income As a result of the factors described in the preceding sections of this MD&A, the Company’s net income in fiscal 2024 was $498.7 million, or earnings per share on a diluted basis of $5.43, compared with fiscal 2023 net income of $770.8 million, or earnings per share on a diluted basis of $8.26. 26 Table of Contents Liquidity and Capital Resources Cash Flows Operating Activities Net cash provided by operating activities was $690.0 million during fiscal 2024, compared to net cash used by operating activities of $713.7 million during fiscal 2023.
Net Income As a result of the factors described in the preceding sections of this MD&A, the Company’s net income in fiscal 2025 was $240.2 million, or earnings per share on a diluted basis of $2.75, compared with fiscal 2024 net income of $498.7 million, or earnings per share on a diluted basis of $5.43.
See Note 13, “Commitments and contingencies” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to the gain on legal settlements.
See Note 13, “Commitments and contingencies” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to the consumption tax audit in Mexico. The after-tax impact of restructuring, integration, and other expenses were $87.6 million and $1.01 per share on a diluted basis.
Farnell sales in fiscal 2024 were $1.60 billion, a decrease of $137.2 million or 7.9%, from fiscal 2023 sales of $1.73 billion. The year-over-year decrease in sales was primarily a result of lower demand, including lower demand for on-the-board electronic components, partially offset by increases in availability and demand for single-board computers.
The average selling prices of like for like electronic components remained relatively stable between fiscal 2025 and fiscal 2024. Farnell sales in fiscal 2025 were $1.45 billion, a decrease of $151.3 million or 9.5%, from fiscal 2024 sales of $1.60 billion. The year-over-year decrease in sales was primarily a result of lower demand for on-the-board electronic components.
Gross profit margin decreased to 11.6% in fiscal 2024 or 35 basis points from fiscal 2023 gross profit margin of 12.0%. The decrease in gross profit margin is primarily due to an increase in product mix to lower margin electronic components.
Gross profit margin decreased to 10.7% in fiscal 2025 or 90 basis points from fiscal 2024 gross profit margin of 11.6%. The decrease in gross profit margin is primarily due to a shift in geographic sales mix to Asia.
The decrease in the effective tax rate in fiscal 2024 as compared to fiscal 2023 was primarily due to the mix of income in lower tax foreign jurisdictions, partially offset by increases to unrecognized tax benefit reserves, net of settlements.
The decrease in the effective tax rate in fiscal 2025 as compared to fiscal 2024 was primarily due to the increases in tax attribute carryforwards, partially offset by increases to valuation allowances.
The increase in other expenses is primarily due to foreign currency translation losses. Gain on Legal Settlements and Other During fiscal 2024 and fiscal 2023, the Company recorded a gain on legal settlements and other of $86.5 million and $74.4 million, respectively, in connection with the settlement of claims filed against certain manufacturers of capacitors.
Gain on Legal Settlements and Other During fiscal 2024, the Company recorded a gain on legal settlements and other of $86.5 million in connection with the settlement of claims filed against certain manufacturers of capacitors. 26 Table of Contents Income Tax Income tax expenses were $10.4 million in fiscal 2025, reflecting an effective tax rate of 4.1% as compared to income tax expenses of $133.6 million in fiscal 2024, reflecting an effective tax rate of 21.1%.
As a result, the Company has seen elevated inventory levels and decreased sales, resulting in lower operating income. The duration of the current downturn is uncertain.
As a result, the Company has seen decreased sales, resulting in lower operating income. The duration of the current downturn is uncertain. The Company expects sales in the first quarter of fiscal 2026 to be approximately 2% growth across all regions from the fourth quarter of fiscal 2025 sales.
Sales in the higher margin western regions represented approximately 60% of sales in both fiscal 2024 and fiscal 2023. 24 Table of Contents EC gross profit margin decreased year over year largely due to an increase in product mix to lower margin electronic components.
Sales in the higher margin western regions represented approximately 53% of sales in fiscal 2025, versus 60% of sales in fiscal 2024. EC gross profit margin decreased year over year largely due to the change in geographic mix, partially offset by increases in gross margin from certain supplier engagements.
Financing Transactions The Company uses a variety of financing arrangements, both short-term and long-term, to fund its operations in addition to historical cash generated from operating activities. The Company also uses several funding sources to avoid becoming overly dependent on one financing source, and to lower overall funding costs.
Included in other, net were net proceeds of $9.2 million on the sale of a building received during fiscal 2025. 27 Table of Contents Financing Transactions The Company uses a variety of financing arrangements, both short-term and long-term, to fund its operations in addition to historical cash generated from operating activities.
Liquidity The Company held cash and cash equivalents of $310.9 million as of June 29, 2024, of which $179.6 million was held outside the United States. As of July 1, 2023, the Company held cash and cash equivalents of $288.2 million, of which $194.5 million was held outside of the United States.
As of June 29, 2024, the Company held cash and cash equivalents of $310.9 million, of which $179.6 million was held outside of the United States. 28 Table of Contents During periods of weakening demand in the electronic components industry, the Company typically generates cash from operating activities.
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.
Conversely, the Company will use cash for working capital requirements during periods of higher growth. The Company generated $724.5 million in cash flows for operating activities during the fiscal year ended June 28, 2025. 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.
During fiscal 2024, the Company used less cash for inventories as less inventory was purchased due to inventory levels already being elevated and because of lower sales. The Company also had decreases in accounts receivable due to lower sales when compared to the prior year.
The Company also had decreases in accounts receivable due to cash collections and lower sales when compared to the prior fiscal year. Included in other, net was a gain of $9.2 million recognized on the sale of a building during fiscal 2025. The Company received $90.7 million of cash from legal settlements during fiscal 2024.
The decreases in operating income and operating income margin are primarily due to the decrease in gross profit primarily from lower sales without a proportionate decrease in SG&A expenses, as discussed above. Additionally, the Company incurred higher restructuring, integration, and other expenses during fiscal 2024 compared to such expenses in fiscal 2023.
The decreases in operating income and operating income margin are primarily due to the decrease in sales, lower gross profit margin, and impact from foreign currency exchange rates.
EC sales in fiscal 2024 were $22.16 billion, representing a 10.7% decrease over fiscal 2023 sales of $24.80 billion. EC sales decreased 11.0% year over year in constant currency.
Sales in constant currency decreased 6.7% year over year, reflecting a reduction in sales volume primarily due to the lower demand for electronic components. Sales declined in the western regions, while sales in Asia experienced year-over-year growth. 24 Table of Contents EC sales in fiscal 2025 were $20.75 billion, representing a 6.3% decrease over fiscal 2024 sales of $22.16 billion.
During fiscal 2023 the Company recorded restructuring, integration, and other expenses of $28.0 million, which includes $17.4 million for restructuring costs, consisting of $16.1 million for severance, $0.5 million for facility exit costs, and $0.8 million for asset impairments.
During fiscal 2024 the Company recorded restructuring, integration, and other expenses of $52.6 million, which consists of restructuring costs of $39.5 million, integration expenses of $13.1 million, and $5.5 million of other expenses, offset by a benefit of $5.5 million.
EC operating income decreased 19.7% to $947.6 million, and EC operating income margin decreased 48 basis points to 4.3% in fiscal 2024, with all three regions contributing to the decrease. Farnell operating income decreased 60.8% to $64.8 million in fiscal 2024 and Farnell operating income margin decreased 548 basis points to 4.1% in fiscal 2024.
Farnell operating income decreased 49.3% to $32.8 million in fiscal 2025 and Farnell operating income margin decreased 179 basis points to 2.3% in fiscal 2025.
Removed
The decrease in EC sales is primarily due to sales volume decreases across all three regions due to the market downturn in the electronic components industry and, to a lesser extent, an unfavorable product mix of lower-priced electronic components. Average selling prices of electronic components at EC remained relatively stable between fiscal 2024 and fiscal 2023.
Added
The U.S. administration has instituted certain changes, and may make additional changes, in trade policies that include the negotiation or termination of trade agreements, higher tariffs on imports into the U.S., and other measures affecting trade between the U.S. and other countries from which the Company imports.
Removed
Restructuring, Integration and Other Expenses During fiscal 2024, the Company implemented a plan to reduce SG&A expenses at Farnell and deliver approximately $60 million in annual expense reductions. Additionally, the Company began expense reduction initiatives within EC and for corporate expenses, which are expected to yield additional annual cost savings of approximately $50 million when completed.
Added
Due in part to these measures, some countries are changing their trade policies relating to goods imported from the U.S. These global trade disruptions and geopolitical tensions, together with any related downturns in the global economy, could dampen customer demand, increase market volatility, and impact currency exchange rates, all of which could materially and adversely affect the Company’s financial performance.
Removed
As such, the Company recorded $39.5 million for restructuring costs in fiscal 2024 primarily related to severance and other employee-related expenses associated with the reduction, or planned reduction, of approximately 600 employees across the Company. The Company also incurred integration, and other expenses of $13.1 million.
Added
Evaluating and complying with new and future trade measures diverts management’s attention from existing initiatives, which may negatively impact the Company’s business operations.
Removed
Integration expenses of $13.1 million related to the Company’s consolidation of several smaller warehouses predominantly related to Farnell, and other expenses of $5.5 million related to certain costs associated with potential M&A activity that did not lead to a transaction.
Added
The impact of these changes in trade policies will depend on various factors, including (i) when trade measures are implemented, (ii) the ultimate amount, scope, nature, and duration of tariffs and other trade measures, and (iii) the extent to which the Company can mitigate impacts and pass on any increased costs associated with these changes.
Removed
Additionally, the Company recorded a benefit of $5.5 million, primarily related to environmental remediation reserves after entering into a favorable consent decree with a state agency for a certain environmental cleanup matter. The after-tax impact of restructuring, integration, and other expenses were $39.6 million and $0.43 per share on a diluted basis.
Added
In addition, the impact of trade disruptions on general economic conditions and demand for electronic components is difficult to predict. The Company employs and continues to develop systems and other measures to mitigate the impact of tariffs, including selective supply chain, logistics, and pricing actions. The Company also has contingency plans to respond to a range of economic scenarios.
Removed
In fiscal 2023, the Company settled a portion of its pension liability related to certain retirees and terminated vested employees in the Company’s U.S. pension plan as part of a de-risking strategy and recognized non-cash settlement expense of $37.4 million.
Added
The Company’s management continues to monitor and evaluate the changing tariff situation, as well as the overall environment in the electronic components industry. However, despite these efforts, the Company may not be able to fully mitigate the impact of changes in trade policies or an economic downturn.
Removed
Income Tax Income tax expenses were $133.6 million in fiscal 2024, reflecting an effective tax rate of 21.1% as compared to income tax expenses of $212.0 million in fiscal 2023, reflecting an effective tax rate of 21.6%.
Added
Additionally, the Company’s inventories relative to its sales are higher than they have historically been as a result of this industry downturn.
Removed
The Company received $90.7 million of cash from legal settlements during fiscal 2024 as compared to $69.9 million of cash received from legal settlements during fiscal 2023.
Added
These efforts continued in fiscal 2025 and included EC Americas and EC EMEA.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added0 removed4 unchanged
Biggest changeThe following table sets forth the scheduled maturities of the Company’s debt outstanding at June 29, 2024 (dollars in millions): Fiscal Year 2025 2026 2027 2028 2029 Thereafter Total Liabilities: Fixed rate debt (1) $ 2.7 $ 550.0 $ $ 500.0 $ $ 622.7 $ 1,675.4 Floating rate debt $ 490.0 $ $ $ 745.5 $ $ $ 1,235.5 (1) Excludes unamortized discounts and issuance costs. 31 Table of Contents The following table sets forth the carrying value and fair value of the Company’s debt and the average interest rates at June 29, 2024, and July 1, 2023 (dollars in millions): Carrying Value Fair Value at Carrying Value Fair Value at at June 29, 2024 at June 29, 2024 at July 1, 2023 July 1, 2023 Liabilities: Fixed rate debt (1) $ 1,675.4 $ 1,621.1 $ 1,650.0 $ 1,567.5 Average interest rate 5.0 % 5.0 % Floating rate debt $ 1,235.5 $ 1,235.5 $ 1,423.0 $ 1,423.0 Average interest rate 5.5 % 5.3 % (1) Excludes unamortized discounts and issuance costs.
Biggest changeThe following table sets forth the carrying value and fair value of the Company’s debt and the average interest rates at June 28, 2025, and June 29, 2024 (dollars in millions): Carrying Value Fair Value at Carrying Value Fair Value at at June 28, 2025 at June 28, 2025 at June 29, 2024 June 29, 2024 Liabilities: Fixed rate debt (1) $ 1,674.9 $ 1,660.5 $ 1,675.4 $ 1,621.1 Average interest rate 5.0 % 5.0 % Floating rate debt $ 995.9 $ 995.9 $ 1,235.5 $ 1,235.5 Average interest rate 5.3 % 5.5 % (1) Excludes unamortized discounts and issuance costs.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company seeks to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering financial arrangements, from time to time, that are intended to provide an economic hedge against all, or a portion of, the risks associated with such volatility.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company seeks to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering financial arrangements, from time to time, which are intended to provide an economic hedge against all, or a portion of, the risks associated with such volatility.
See Note 2, “Derivative financial instruments” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion on derivative financial instruments. 32 Table of Contents
See Note 2, “Derivative financial instruments” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion on derivative financial instruments. 33 Table of Contents
A hypothetical 10% change in foreign currency exchange rates under the forward foreign currency exchange contracts outstanding at June 29, 2024, would result in an increase or decrease of approximately $30.0 million to the fair value of the forward foreign exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
A hypothetical 10% change in foreign currency exchange rates under the forward foreign currency exchange contracts outstanding at June 28, 2025, would result in an increase or decrease of approximately $25.0 million to the fair value of the forward foreign exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
Therefore, the changes in valuation of the underlying items being economically hedged are offset by the changes in fair value of the forward foreign exchange contracts.
Therefore, the 32 Table of Contents changes in valuation of the underlying items being economically hedged are offset by the changes in fair value of the forward foreign exchange contracts.
Added
The following table sets forth the scheduled maturities of the Company’s debt outstanding at June 28, 2025 (dollars in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2026 2027 2028 2029 2030 Thereafter Total Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed rate debt (1) ​ $ 552.9 ​ $ — ​ $ 500.0 ​ $ — ​ $ — ​ $ 622.0 ​ $ 1,674.9 ​ Floating rate debt ​ $ 84.3 ​ $ 500.0 ​ $ — ​ $ — ​ $ 411.6 ​ $ — ​ $ 995.9 ​ (1) Excludes unamortized discounts and issuance costs.

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