AVT 10-K Annual Report June 30, 2018 | Alphaminr

AVT 10-K Fiscal year ended June 30, 2018

AVNET INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Interest Purchase Agreement, dated as of September 19, 2016, by and among Avnet, Inc. and Tech Data Corporation (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on September 20, 2016). 2.2 First Amendment to Interest Purchase Agreement, dated as of February 27, 2017, by and between Avnet, Inc. and Tech Data Corporation (incorporated herein by reference to Exhibit 2.2 to the Companys Current Report on Form 8-K filed on March 3, 2017). 3.2 By-laws of the Company, effective May 9, 2014 (incorporated herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 12, 2014). 4.2 Officers Certificate dated September 12, 2006, establishing the terms of the 6.625% Notes due 2016 (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on September 12, 2006). 4.3 Indenture dated as of June 22, 2010, between the Company and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of Debt Securities in one or more series (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on June 22, 2010). 4.4 Officers Certificate establishing the terms of the 5.875% Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on June 22, 2010). 4.5 Form of Officers Certificate establishing the terms of the 4.875% Notes due 2022 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 21, 2012). 4.6 Form of Officers Certificate establishing the terms of the 4.625% Notes due 2026 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 22, 2016). 4.7 Form of Officers Certificate setting forth the terms of the 3.750% Notes due 2021 (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 1, 2016). 10.1 Form of Letter Agreement between the Company and William Amelio, Peter Bartolotta, and Michael ONeill (incorporated herein by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K filed on August 17, 2017). 10.2 Form of Employment Agreement between the Company and MaryAnn Miller (incorporated herein by reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K filed on August 9, 2013). 10.3 Employment Agreement between the Company and Kevin Moriarty (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 3, 2013). 10.4 Form of Change of Control Agreement between the Company and William Amelio, MaryAnn Miller, Kevin Moriarty, Peter Bartolotta and Michael ONeill (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 15, 2011). 10.5 * Avnet, Inc. Deferred Compensation Plan for Outside Directors (Amended and Restated Effective as of May 8, 2018). 10.6 Avnet Supplemental Executive Officers Retirement Plan (2013 Restatement) (incorporated herein by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K filed on August 9, 2013). 10.7 Avnet Restoration Plan (2013 Restatement) (incorporated herein by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K filed on August 9, 2013). 10.8 * Avnet, Inc. 2010 Stock Compensation Plan (Amended and Restated Effective as of May 8, 2018). 10.9 Avnet, Inc. 2010 Stock Compensation Plan:(a) Form of non-qualified stock option term sheet(b) Form of incentive stock option term sheet(c) Form of performance stock unit term sheet(d) Form of restricted stock unit term sheet (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 10, 2012). 10.10 * Avnet, Inc. 2013 Stock Compensation and Incentive Plan (Amended and Restated Effective as of May 8, 2018). 10.11 Avnet, Inc. 2013 Stock Compensation and Incentive Plan:(a) Form of restricted stock unit term sheet(b) Form of nonqualified stock option term sheet(c) Form of performance-based stock option term sheet(d) Form of performance stock unit term sheet(incorporated herein by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed on August 17, 2017). 10.12 * Avnet, Inc. 2016 Stock Compensation and Incentive Plan (Amended and Restated Effective as of May 8, 2018). Refer to Exhibit 10.11, above, for the form of awards under the 2016 Stock Compensation and Incentive Plan. 10.13 * Avnet Deferred Compensation Plan (Amended and Restated Effective as of May 8, 2018). 10.14 Form of Indemnity Agreement between the Company and its directors and officers (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 8, 2006). (a) Amended and Restated Receivables Sale Agreement, dated February 27, 2017, between Avnet, Inc. and Avnet Receivables Corporation (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on March 3, 2017). (b) Third Amended and Restated Receivables Purchase Agreement, dated February 27, 2017, among Avnet, Inc., Avnet Receivables Corporation, the companies and financial institutions party thereto and JPMorgan Chase Bank, N.A., as agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 3, 2017). 10.16 (a) Credit Agreement dated as of July 9, 2014, among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as administrative agent, and each lender party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 10, 2014). (b) Amendment No. 1 to Credit Agreement, dated as of September 14, 2016, between Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as administrative agent , and each lender party thereto (incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on September 15, 2016). 10.17 (a) Senior Unsecured Bridge Credit Agreement, dated as of July 27, 2016, between Avnet, Inc., the lenders party thereto and Bank of America N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 28, 2016). (b) Amendment No. 1 to Senior Unsecured Bridge Credit Agreement, dated as of September 13, 2016, between Avnet, Inc., the lenders party thereto and Bank of America N.A., as administrative agent (incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 15, 2016). (c) Amendment No. 2 and Waiver to Senior Unsecured Bridge Credit Agreement, dated as of October 24, 2016, between Avnet, Inc., the lenders party thereto and Bank of America N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 24, 2016). 10.18 Senior Unsecured Term Loan Credit Agreement, dated as of September 14, 2016, between Avnet, Inc., Avnet Holding Europe BVBA, Tenva Group Holdings Limited, the lenders party thereto and Bank of America N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 15, 2016). 10.19 Restated and Amended Credit Agreement dated as of June 28, 2018 among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as administrative agent, and each lender party thereto (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 2, 2018). 12.1 * Ratio of Earnings to Fixed Charges. 21 * List of subsidiaries of the Company as of June 30, 2018. 23.1 * Consent of KPMG LLP. 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ** Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002.