Edgar Filing: AVNET INC

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the period ended November 8, 2001

or

	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission file number: 0-14643

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

KENT ELECTRONICS CORPORATION TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST

B.	Name of issuer of securities held pursuant to the plan and the address of its principal executive office:

KENT ELECTRONICS CORPORATION c/o Avnet, Inc. 2211 S. 47th Street Phoenix, AZ 85034

Financial Statements and Report of Independent
Certified Public Accountants
Kent Electronics Corporation Tax Deferred
Savings Plan and Trust
November 8, 2001 and December 31, 2000

TABLE OF CONTENTS


Report of Independent Certified Public Accountants
FINANCIAL STATEMENTS
	STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
	STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
	NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULE
	SCHEDULE OF REPORTABLE TRANSACTIONS for the Period ended November 8, 2001
Exhibit 23.1

TABLE OF CONTENTS


		Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS			3









FINANCIAL STATEMENTS









	STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS		5









	STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS		6









	NOTES TO FINANCIAL STATEMENTS		7









SUPPLEMENTAL SCHEDULE









	SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD ENDED NOVEMBER 8, 2001		14

Report of Independent Certified Public Accountants

To the Plan Committee
of the Kent Electronics Corporation Tax-Deferred Savings
and Retirement Plan and Trust

We have audited the accompanying statements of net assets available for plan benefits of the Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (the Plan) as of November 8, 2001 and December 31, 2000, and the related statements of changes in net assets available for plan benefits for the period from January 1, 2001 to November 8, 2001 and for the year ended December 31, 2000. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of November 8, 2001 and December 31, 2000, and the changes in the net assets available for plan benefits for the period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule is presented to comply with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

GRANT THORNTON LLP

Houston, Texas
June 10, 2002

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS


				November 8,		December 31,
				2001		2000

ASSETS




	Investments:




		At fair value




			Cash equivalents	$	—	$	263,028




			Corporate stocks		—		10,875,269




			Mutual funds		—		12,564,100




			Participant loans receivable		—		712,973





					—		24,415,370








	Employer and participant contributions receivable				—		400,956

NET ASSETS AVAILABLE FOR PLAN BENEFITS				$	—	$	24,816,326

The accompanying notes are an integral part of these statements.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000


				2001			2000

Additions to net assets attributed to:




	Investment income
		Net appreciation of investments		$	1,497,172		$	—




		Interest and dividend income			135,294			1,046,244

					1,632,466			1,046,244




	Contributions




		Participant contributions			2,379,231			6,187,924




		Employer contributions			523,051			2,343,440

					2,902,282			8,531,364

			Total additions		4,534,748			9,577,608




Deductions from net assets attributed to:




	Net depreciation of investments				—			6,480,242




	Benefits paid to participants				4,279,846			4,350,926




	Administrative expenses				24,833			86,506




	Transfer of assets related to sale of subsidiary				—			6,836,158




	Transfer to Avnet, Inc. 401(k) plan				25,046,395			—





			Total deductions		29,351,074			17,753,832





			Net (decrease) increase		(24,816,326	)		(8,176,224	)








Net assets available for plan benefits:




	Beginning of period				24,816,326			32,992,550





	End of period			$	—		$	24,816,326

The accompanying notes are an integral part of these statements.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS
November 8, 2001 and December 31, 2000

NOTE A — DESCRIPTION OF PLAN


	The following brief description of the Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan and Trust (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

General

The Plan is a 401(k) savings and profit sharing plan which was adopted March 30, 1987 for officers and employees of Kent Electronics Corporation and subsidiaries (the Company). The Plan is generally subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The purpose of the Plan is to allow participants to make elective contributions to be treated as deferred compensation for income tax purposes and for the Company to make elective contributions as a retirement vehicle for employees.


	Effective June 8, 2001, Avnet, Inc. acquired Kent Electronics Corporation and subsidiaries. The assets of the Plan were transferred into the 401(k) plan of Avnet, Inc. on November 8, 2001. Each share of the Company’s common stock held in the plan was converted to .87 shares of Avnet, Inc. common stock on that date.

Eligibility


	Participation in the Plan is voluntary. Membership in the Plan is available to all employees of the Company who have attained the age of 21 years and have completed six months of service.

Trustee


	The Paine Webber Trust Company (PW) was designated and appointed as Trustee of the Plan, and maintained all assets of the Plan in safekeeping.

Employee Elective Contributions


	Participants may contribute from 1% up to 12% of their earnings as elective contributions. The maximum amount of employee deferral contribution which may be made by a participant is subject to certain limitations.

Employer Thrift Matching Contributions


	The Company contributes to the Plan’s trust (as a thrift contribution) an amount equal to one hundred percent (100%) of the employee elective contribution up to a maximum of three percent (3%) of eligible compensation. Such contribution is invested in the Company’s common stock. The maximum amount of employer matching contributions is subject to certain limitations.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE A — DESCRIPTION OF PLAN — Continued

Employer Profit Sharing Contributions


	The Company may contribute (from its net income or accumulated earnings and profit) to the Plan’s trust such amount representing a profit sharing contribution, if any, as determined by the Board of Directors of the employer. Such contribution is invested in the Company’s common stock. The maximum amount of employer profit sharing contributions is subject to certain limitations.

Allocations


	Each account that is in existence on the valuation date will be credited or charged with its pro rata portion of the income or loss of the Plan. Profit sharing contributions are to be allocated based upon the ratio of each participant’s compensation to total compensation of all eligible participants.

Vesting Schedule


	A participant’s thrift matching and profit sharing accounts vested percentage will be determined in accordance with the following table:


Years of Vesting Service		Vested Percentage

Less than 2 years			0	%




	2 years		40	%




	3 years		60	%




	4 years		80	%




	5 years or more		100	%


	Participant contributions vest immediately.

Benefits


	The Plan provides for various benefits to participants who have fulfilled or met the following requirements:


	Normal Retirement — Participants of the Plan who retire on or after their normal retirement dates (the first day of the month on or after which the participant reaches normal retirement age of 65) will receive the full value of their account in accordance with terms set forth in the Plan.


	Early Retirement — Participants who are fifty-five (55) or more years of age, but who have not attained normal retirement date and who have completed five (5) years of participation in the Plan may retire and receive the full value of their account in accordance with terms as set forth in the Plan.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE A — DESCRIPTION OF PLAN — Continued


	Disability — If participants become totally and permanently disabled, they will be paid the full value of their account in accordance with terms as set forth in the Plan.


	Death — If participants in the Plan die, their beneficiary will be paid the full value of their account in accordance with terms as set forth in the Plan.


	Termination — If participants terminate their employment with the Company for any reason other than retirement, total and permanent disability, or death, they will be paid the vested value of their account in accordance with terms as set forth in the Plan.

10.

Forfeitures


	Participant’s forfeited amounts of employer thrift matching or profit sharing contributions due to termination are used to reduce subsequent employer contributions.

11.

Administrative Expenses

Administrative expenses are paid directly by the Plan.

12.

Top-Heavy Plan Provisions


	In the event the Plan should be Top-Heavy for any plan year, as defined by Internal Revenue Code Section 401(a), provisions are set forth in the Plan to remedy such condition.

13.

Participant Loans Receivable

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans Fund. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus one percent as of the beginning of the month in which the loan was made. Principal and interest is paid through equal payroll deductions each pay period.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


	A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.

Basis of Accounting


	The accompanying financial statements are presented on the accrual basis of accounting.

Valuation of Investments


	Investments are stated at their fair market value, as determined by quoted market prices.


	Unrealized appreciation or depreciation of fair market values of investments held at year end and gain or loss on sale of investments during the year are determined using the basis of the applicable investment at the beginning of the year or purchase price, if acquired during the year.

Termination of Plan


	Effective September 3, 2001 the Kent Electronics Corporation Tax Deferred Savings and Retirement Plan and Trust was merged into the Avnet 401(k) Plan. A change or termination cannot take away a vested right to Plan benefits resulting from contributions made before the change or termination.

Use of Estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Transfer of Assets Related to Sale of Subsidiary


	During 2000, the Company completed a sale of its wholly-owned subsidiary, KTec Electronics Corporation. Assets and liabilities of the KTec employees were transferred into a tax-qualified plan of the purchaser, Thayer-Blum Funding II, LLC.

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE C — INVESTMENTS


	The following presents investments that represent five percent or more of the Plan’s net assets at December 31, 2000:


Kent Electronics Corporation Common Stock*	$	10,875,269




Euro Pac Growth Fund		1,518,957




Franklin Strategic Small Cap Growth Fund		2,833,200




Investment Company of America Fund		4,059,407

*Nonparticipant-directed


	Due to the transfer of plan assets to the Avnet, Inc. 401(k) Plan, there were no investments at November 8, 2001.


	The Plan’s investments (including realized and unrealized gains and losses) appreciated in value by $1,497,172 during the period from January 1, 2001 to November 8, 2001 and depreciated by $6,480,242 during the year ended December 31, 2000, as follows:


	2001			2000

Corporate stocks	$	3,096,453		$	(5,328,523	)




Mutual funds		(1,599,281	)		(1,151,719	)





	$	1,497,172		$	(6,480,242	)

NOTE D – NONPARTICIPANT-DIRECTED INVESTMENTS


	The following provides information about the significant components of the changes in net assets relating to the Plan’s nonparticipant-directed investments for the period from January 1, 2001 to November 8, 2001 and the year ended December 31, 2000:


	2001			2000

Participant contributions	$	778,118		$	1,148,769




Employer contributions		523,051			2,343,440




Interest and dividend income		187			1,855




Net (depreciation) appreciation of investments		3,096,453			(5,328,523	)




Benefits paid to participants		(1,598,075	)		(2,336,580	)




Transfers to participant-directed investments		(990,948	)		(1,023,052	)




Transfer of assets related to sale of subsidiary		—			(2,986,320	)




Transfer to Avnet, Inc. 401(k) Plan		(12,639,687	)		—




Administrative expenses		(44,368	)		(10,216	)

	$	(10,875,269	)	$	(8,190,627	)

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust

NOTES TO FINANCIAL STATEMENTS — CONTINUED
November 8, 2001 and December 31, 2000

NOTE E — INSURANCE


	The Plan is categorized as a defined contribution plan under the Internal Revenue Code and, accordingly, the Plan is not insured by the Pension Benefit Guaranty Corporation.

NOTE F — INCOME TAX STATUS


	The Internal Revenue Service has determined and informed the Company by a letter dated September 28, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

SUPPLEMENTAL SCHEDULE

Kent Electronics Corporation

Tax-Deferred Savings and Retirement Plan and Trust
(EIN 74-1763541, Plan #001)

SCHEDULE OF REPORTABLE TRANSACTIONS
for the Period ended November 8, 2001


	Purchase		Selling		Cost of		Net
Identity	price		price*		asset		gain

Kent Stock Fund	$	2,213,510	$	16,185,232	$	15,189,102	$	996,130

*For distributions in kind, selling price represents the fair market value at the date of distribution.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


	KENT ELECTRONICS CORPORATION
	TAX-DEFERRED SAVINGS AND
	RETIREMENT PLAN AND TRUST
	(Name of Plan)

Date: July 11, 2002	/s/ Raymond Sadowski Raymond Sadowski Senior Vice President and Chief Financial Officer Avnet, Inc. Administrator of the Plan

EXHIBIT INDEX


Exhibit 23.1		Consent of Independent Certified Public Accountants

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