Prospectus Filed Pursuant to Rule 424

This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but it is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

PROSPECTUS SUMMARY

      The following summary includes basic information about Avnet and this offering. It may not contain all of the information that is important to you. For a more comprehensive understanding of Avnet and this offering, you should read this entire prospectus supplement and accompanying prospectus. Industry or business terms used but not defined in this summary are defined in the “Business” section of this prospectus supplement. References in this prospectus supplement and the accompanying prospectus to Avnet’s results of operations for or as of the end of any year refer to the fiscal year ended or ending on the Friday closest to June 30.

      Whenever we refer to “Avnet,” the “Company” or to “us,” or use the terms “we” or “our” in this prospectus supplement, we are referring to Avnet, Inc., a New York corporation, and its consolidated subsidiaries.

The Company

      Avnet is the world’s largest distributor, based on latest fiscal year sales, of electronic components, enterprise network and computer equipment, and embedded subsystems. Incorporated in 1955, Avnet has become a strategic channel-to-market for the world’s leading electronic component and computer product manufacturers. Avnet creates a vital link in the chain that currently connects over 250 major suppliers to a global customer base of over 100,000 original equipment manufacturers (“OEMs”), contract manufacturers, value-added resellers (“VARs”) and end-users. Avnet distributes electronic components and computer products as received from its suppliers or with assembly or other value added by Avnet. Additionally, Avnet provides engineering design, material management and logistic services, system integration and configuration, and supply chain advisory services. For the twelve months ended December 27, 2002, Avnet recorded sales and Adjusted EBITDA (as defined in “Summary Financial Information and Other Data” below in this summary) of $8.9 billion and $205.6 million, respectively.

      Avnet is one of a few electronic component and computer product distributors with contractual authorization from a broad array of major suppliers to sell their products on a worldwide basis. Avnet markets and sells products to a larger base of customers than an individual supplier economically could do on its own. As such, Avnet acts as a critical extension of each supplier’s sales force. Avnet maintains a worldwide network of large, regional distribution centers and smaller warehouses located in proximity to its customers and suppliers and also maintains inventory on customers’ premises. Avnet has over 300 sales and marketing offices and sells to customers in over 60 countries. Avnet’s industry-leading position and relationships with its suppliers and customers represent critical strengths necessary to compete in the electronic component and computer product distribution industry.

      Avnet is comprised of three operating groups, each with operations in the three major economic regions of the world: the Americas, EMEA (Europe, Middle East, and Africa) and Asia.

	•	Electronics Marketing (“EM”), Avnet’s largest operating group, represented 54.3% of fiscal 2002 consolidated sales. EM markets and sells semiconductors; interconnect, passive and electromechanical devices; radio frequency/microwave components; and value-added services. EM markets and sells its products and services to all sizes of customers, spread across end-markets including communications, computer hardware and peripheral, industrial and manufacturing, medical equipment, and military and aerospace.
	•	Computer Marketing (“CM”) represented 26.9% of fiscal 2002 consolidated sales. CM markets and sells enterprise computing products and value-added services, including mid- to high-end servers, storage and networking solutions. CM markets and sells its products and services to the VAR channel and enterprise computing customers.
	•	Applied Computing (“AC”) represented 18.8% of fiscal 2002 consolidated sales. AC markets and sells products and solutions including the latest computer component technologies and embedded systems and technical services, such as product prototyping, configuration, integration and other value-added services. AC markets and sells computer components and services to PC builders and

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		manufacturers of application-specific embedded computing solutions in the non-PC marketplace. Primary end-markets include medical equipment, communications, industrial and manufacturing.

      One of Avnet’s competitive strengths is the breadth and quality of the products it distributes. Listed below are Avnet’s major product categories:

	•	Semiconductors — Avnet distributes semiconductors primarily to OEMs and contract manufacturers for use in the communications, computer hardware and peripheral, and industrial and manufacturing industries. Sales of semiconductors in fiscal 2002 were approximately $4.4 billion, or 49.7% of consolidated sales. Avnet’s major suppliers of semiconductors include Analog Devices, Motorola, Texas Instruments and Xilinx. Substantially all of Avnet’s semiconductor sales are through EM.
	•	Computer Products — Avnet distributes computer systems, subsystems, peripherals, networking equipment and software. Sales of computer products in fiscal 2002 from all of Avnet’s business units were approximately $3.5 billion, or 39.0% of consolidated sales. Avnet’s major suppliers of computer products include Cisco Systems, Hewlett-Packard/ Compaq, IBM and Oracle. Avnet distributes computer products primarily to OEMs, contract manufacturers, VARs and end-users. Approximately 69% of Avnet’s fiscal 2002 sales of computer products were through CM with the remainder primarily through AC.
	•	Connectors — Avnet distributes connectors for use in a variety of end-markets, including computer hardware and peripheral, consumer electronics, military and aerospace, medical equipment and transportation. Sales of connector products in fiscal 2002 were approximately $385.0 million, or 4.3% of consolidated sales. Avnet’s major suppliers of connectors include Amphenol, ITT Cannon, Molex, 3M and Tyco. Avnet distributes connectors primarily to OEMs, contract manufacturers and subsystem manufacturers. All of Avnet’s connector sales are through EM.
	•	Passives, Electromechanical and Other — Avnet distributes passive and electromechanical components for use in a variety of end-markets, including the communications, military and aerospace, consumer electronics and medical equipment markets. Sales of passives, electromechanical and other products in fiscal 2002 were approximately $629.6 million, or 7.0% of consolidated sales. Avnet’s major suppliers of these products include AVX, Bourns, Kemet, Murata and Vishay. Avnet distributes passives, electromechanical and other products primarily to OEMs, contract manufacturers and subsystem manufacturers. All of Avnet’s passives, electromechanical and other product sales are through EM.

The Technology Supply Chain and Distribution Industry

      Historically, distributors have created economic value in the technology supply chain by enabling suppliers of electronic components and computer products to extend their marketing reach, and by providing customers of these products with the product knowledge, services and available inventory necessary to meet demand for their finished goods. In today’s increasingly complex technology supply chain, distributors continue to provide a strategic channel-to-market, serving an increasing number of component developers, subsystem and system manufacturers, contract manufacturers, VARs and end-users. Further, the role that distributors serve has expanded to include the provision of value-added services. These services include physical services, such as assembly and test services; knowledge- and information-based services, such as product design, procurement and materials management; logistics and supply chain advisory services; and select financial services.

      There are over 250 major manufacturers of electronic components and computer products worldwide, whose products represent the total market for electronic components and computer products. Further, there are over 150,000 OEMs, subsystem manufacturers and contract manufacturers, and tens of thousands of computer resellers, VARs and direct commercial end-users. The significant imbalance in the number of suppliers and customers strengthens the importance of distributors as a strategic channel-to-market within the technology supply chain.

      Based on industry data, including Semiconductor Industry Association and World Semiconductor Trade Statistics, management estimates that in 2001, the worldwide total market for electronic components and

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      Several important trends have developed in the electronic component and computer product distribution industry.

	•	Significant consolidation has resulted in a concentrated industry;
	•	Suppliers have significantly reduced the number of distributors authorized to sell their products;
	•	Value-added services and fee-based services have become a more important source of distributor revenue; and
	•	The total market for electronic components and computer products has experienced long-term growth, with distribution representing an increasing share of the technology supply chain.

Competitive Strengths

     Leading Market Position

      Avnet is the world’s largest distributor, based on latest fiscal year sales, of electronic components, enterprise network and computer equipment, and embedded subsystems. Avnet’s leading market position has enabled it to develop authorized worldwide distribution relationships with industry-leading suppliers, as Avnet is able to provide its suppliers with access to a broad base of customers. Further, Avnet’s broad product line and wide range of value-added services allow it to quickly and efficiently satisfy customers’ requirements for products configured for their needs. Avnet’s leading market position also enables it to generate significant economies of scale.

     Global Reach with Worldwide Customer Base

      Avnet maintains a worldwide network of large, regional distribution centers and smaller warehouses located in proximity to its customers and suppliers, and also maintains inventory on customers’ premises. Avnet’s global presence enhances its ability to serve suppliers and customers by providing them with valuable local market knowledge, short delivery times and superior customer service, and reduces its exposure to regional market downturns.

     Extensive Authorized Distribution Relationships and Breadth of Product Line

      Avnet’s product line is among the most extensive in its industry. Avnet maintains authorized supply agreements with over 250 suppliers, which enables it to provide components, subsystems and systems from leading vendors in each of its product categories, as well as multi-vendor and multi-product configurations. Further, Avnet provides various services to support product delivery and utilization. As a result, Avnet is able to provide customers with the products and solutions they require, where and when they require them and at a competitive price.

     Broad Array of Value-Added Services

      Avnet provides its customers and suppliers with a broad array of value-added services, including product assembly and test services, product design, procurement and material management services, and logistics and supply chain advisory services. These services enable Avnet to strengthen its relationships with its suppliers and customers, increasing their dependence on Avnet.

     Large, Technically Knowledgeable and Experienced Sales Force

      Avnet’s sales force is one of the largest and most experienced in its industry. Approximately 28% of Avnet’s sales force holds advanced technical certifications. In some cases, Avnet’s engineers work to adapt

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     Experienced Senior Management Team

      Avnet believes it has the most experienced senior management team in its industry. This team is led by Roy Vallee, Chairman and Chief Executive Officer, who joined Avnet in 1977 and has over 30 years of industry experience. Additionally, each of Avnet’s senior executive officers have at least 20 years of industry experience.

Business Strategy

      Avnet’s objective is to leverage its position as a leading provider of distribution and other complementary services to create significant value throughout the technology supply chain, and to maximize return on capital employed. In order to achieve these objectives, management intends to continue to implement the following principal elements of Avnet’s business strategy:

     Foster Value-Based Management Culture and Continue to Improve Capital Efficiency

      Avnet has developed a culture that focuses on improving return on capital employed through the company-wide implementation of value-based management principles. Managers of each of Avnet’s business units are educated in and evaluated based upon value-based management, which focuses on improving returns on working capital and maximizing cash flow, and are expected to implement Avnet’s principles in adjusting business, product and customer mix. This focus on value-based management principles is a primary reason for Avnet’s improvement in certain key metrics, such as days sales outstanding and inventory turns, over the past eighteen months.

     Further Develop Specialized Business Units

      Management intends to continue to enhance the focus of Avnet’s business units to capitalize on opportunities that exist throughout the technology supply chain, as well as future opportunities arising from the emergence of new market segments and technologies. For instance, Avnet created its Applied Computing operating group in fiscal 2000 to better serve customers for computer technologies and embedded systems and subsystems. Avnet’s focused business units are able to offer services tailored to the needs of their respective suppliers and customers and to quickly identify new service opportunities. Management expects that these factors, combined with business unit level incentives, will continue to strengthen Avnet’s relationships with suppliers and customers, diversify Avnet’s revenue stream and increase overall return on capital.

     Continue to Increase Scope, Penetration and Profitability of Value-Added Services

      Management intends to continue to expand Avnet’s suite of value-added services and to offer these services to a greater number of customers. Management intends to price Avnet’s services on a fee-for-service basis, either bundling the price of its services with the core distribution offering or pricing them on a stand-alone basis. By expanding its service offering, management believes that Avnet can create additional value in the technology supply chain and strengthen Avnet’s relationships with both suppliers and customers.

     Continue Cost Structure Improvement Initiatives

      Management intends to continue to improve Avnet’s cost structure and increase operating efficiencies to enhance returns on capital employed. For instance, Avnet further reduced its annualized operating expenses, excluding special items, by approximately $226 million during fiscal 2002 primarily through a combination of personnel reductions and reorganization activities, including facility consolidation and curtailment of certain IT-related initiatives. In addition, Avnet continues to efficiently manage its working capital needs by maintaining inventory levels that are consistent with current customer demand.

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     Remain Focused on Balance Sheet Management

      Avnet has placed significant management focus on improving cash flow and reducing financial leverage. Avnet has reduced its outstanding debt, including amounts reduced under the accounts receivable securitization program, by nearly $1.9 billion since December 2000, which includes approximately $746 million during fiscal 2002. Avnet’s consistent reduction in debt is primarily a result of its ongoing focus on working capital management and, to a lesser extent, management’s cost cutting initiatives. Days sales outstanding have improved from 72.2 in the fourth quarter of fiscal 2001 to 55.9 in the second quarter of fiscal 2003, an improvement of 23%. Similarly, inventory turns have improved from 3.9x in the fourth quarter of fiscal 2001 to 6.5x in the second quarter of fiscal 2003, an improvement of 67%. One of Avnet’s strategic objectives is to maintain its investment grade rating and Avnet will continue to manage its balance sheet to achieve this goal.

Recent Operating Stabilization

      Revenue and earnings reached quarterly peaks during the quarter ended December 29, 2000 and declined dramatically during an industry-wide downturn in technology spending that started in calendar 2001. Avnet’s operating results, however, have stabilized during the past several quarters, and Avnet is poised to capitalize on an industry recovery with a lower cost structure and value-based management focus.

      Revenue. During the fourth quarter of calendar 2001, demand for electronic components and computer products began to stabilize. After reaching a peak of $3,630.5 million during the quarter ended December 29, 2000, Avnet’s revenue has remained between $2,144.8 million and $2,359.8 million for the past six quarters. Most recently, Avnet reported $2,346.7 million of revenue for the quarter ended December 27, 2002, compared with $2,359.8 million for the quarter ended December 28, 2001.

      Adjusted EBITDA. Avnet’s cost structure improvement initiatives (see further discussion in “Business Strategy”) have increased Adjusted EBITDA (as defined in “Summary Financial Information and Other Data”) in recent quarters. During the period between December 2000 and December 2002, Avnet reduced selling, general and administrative expenses, excluding special items, by approximately $300 million on an annualized basis. Adjusted EBITDA peaked during the quarter ended December 29, 2000 at $221.1 million, and has remained between $44.7 million and $59.4 million per quarter during the last five quarters. Most recently, Avnet reported Adjusted EBITDA of $54.4 million for the quarter ended December 27, 2002, compared with $48.0 million for the quarter ended December 28, 2001.

The Tender Offers

      On January 27, 2003, Avnet commenced an offer to purchase (the “6.45% Notes Tender Offer”) all $200.0 million of its outstanding 6.45% Notes due August 15, 2003 at a price of $1,020.50 per $1,000 principal amount of the 6.45% Notes and an offer to purchase (the “8.20% Notes Tender Offer,” and, together with the 6.45% Notes Tender Offer, the “Tender Offers”) up to $117.2 million of its outstanding 8.20% Notes due October 17, 2003 at a price of $1,039.00 per $1,000 principal amount of the 8.20% Notes. The Tender Offers will expire on February 25, 2003, unless Avnet extends them. The Tender Offers are contingent upon Avnet raising net proceeds of at least $325.0 million, including proceeds from the notes offered herein, in one or more permitted capital markets transactions as defined in Avnet’s multi-year bank credit facility. The consummation of this offering is not contingent upon the Tender Offers.

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The Offering

      The following summary contains basic information about the notes. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the section of this prospectus supplement entitled “Description of Notes.”

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Summary Financial Information and Other Data

      The summary financial data below is derived from the consolidated financial statements of Avnet. We refer you to those financial statements and accompanying notes that appear elsewhere in this prospectus supplement. All amounts have been restated to reflect Avnet’s acquisition on June 8, 2001 of Kent Electronics Corporation (“Kent”) in a transaction accounted for as a “pooling-of-interests.” Income amounts are from continuing operations and net assets from discontinued operations are classified as current assets. Pro forma balance sheet data as of December 27, 2002 are presented as if the financing contemplated within this prospectus supplement had occurred on December 27, 2002. This summary financial information should be read in conjunction with the footnotes below as there are various special items recorded in certain of the periods presented.

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(1)	Includes the impact of incremental special charges related to the write-down of certain assets acquired in the 2001 acquisition of Kent, net of certain recoveries of previous write-downs and reserves, and other charges taken in response to business conditions, including an impairment charge to write-down certain investments in unconsolidated Internet-related businesses to their fair value and severance charges for workforce reductions announced during the fourth quarter of fiscal 2002. The net special charges amounted to $79.6 million pre-tax ($21.6 million included in cost of sales and $58.0 million included in operating expenses) and $62.1 million after-tax.
(2)	Excludes the impact of Avnet’s adoption of Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets,” on June 30, 2001, the first day of Avnet’s fiscal year 2002. SFAS 142, which requires that ratable amortization of goodwill be replaced with periodic tests for goodwill impairment, resulted in a transition impairment charge recorded by Avnet of $580.5 million. This charge is reflected as a cumulative change in accounting principle in the consolidated statements of operations. Including the cumulative effect of change in accounting principle, Avnet recorded a net loss of $664.9 million in the year ended June 28, 2002 and a net loss of $602.3 million in the six months ended December 28, 2001.
(3)	Includes the impact of incremental special charges related to the acquisition and integration of Kent, which was accounted for as a “pooling-of-interests,” and other integration, reorganization and cost cutting initiatives taken in response to business conditions. The special charges amounted to $327.5 million pre-tax ($80.6 million included in cost of sales and $246.9 million included in operating expenses) and $236.7 million after-tax.
(4)	Includes special charges associated with: (a) the integration of Marshall Industries, Eurotronics B.V. and the SEI Macro Group into EM, (b) the integration of JBA Computer Solutions into CM North America, (c) the reorganization of EM Asia, (d) the reorganization of EM’s European operations including costs related to the consolidation of EM’s European warehousing operations, and (e) costs incurred in connection with certain litigation brought by Avnet. The total special charges for fiscal 2000 amounted to $49.0 million pre-tax and $30.4 million after-tax.
(5)	Includes the net gain on exiting the printed catalog business recorded in the fourth quarter of fiscal 1999 offset by special charges recorded in the first quarter associated with the reorganization of EM. The net positive effect on fiscal 1999 income before income taxes and net income was $183.0 million and $64.0 million, respectively.
(6)	Includes the net negative impact of $14.9 million pre-tax and $12.5 million after-tax for (a) the gain on the sale of Channel Master of $33.8 million pre-tax and $17.2 million after-tax, (b) costs relating to the divesture of Avnet Industrial, the closure of Avnet’s corporate headquarters in Great Neck, New York, and the anticipated loss on the sale of Avnet-owned real estate, amounting to $13.3 million pre-tax and $8.5 million after-tax, and (c) incremental special charges associated with the reorganization of EM, amounting to $35.4 million pre-tax and $21.2 million after-tax.
(7)	Includes the impact of incremental special charges recorded in connection with Avnet’s cost reduction initiatives. The charges relate to (a) severance for workforce reductions, (b) reserves for non-cancelable lease obligations, write-downs of the carrying value of owned facilities and write-downs of owned assets located in the leased and owned facilities, all of which were identified by management to be consolidated into other existing Avnet facilities, and (c) costs related to write-offs of certain capitalized IT-related initiatives. The special charges amounted to $106.7 million pre-tax (all of which is included in selling, general and administrative expenses) and $65.7 million after tax.
(8)	EBITDA represents earnings (loss) before interest expense, provision for income taxes, depreciation and amortization expense and other income. Adjusted EBITDA represents EBITDA, as adjusted, to exclude special items. Special items include reorganization and acquisition integration costs, impairment charges related to Avnet’s non-consolidated investments and other special items. Management and investors have found information such as EBITDA and Adjusted EBITDA to be useful as a measure of our ability to satisfy principal and interest obligations on our debt and to provide cash for other purposes. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, income (loss) from operations, net income (loss), operating cash flows or other measures of performance prepared in accordance with accounting principles generally accepted in the United States. Our definitions of EBITDA and Adjusted EBITDA may not be comparable to those reported by other companies and do not correspond to definitions of consolidated cash flow used as a defined term in the indenture as described under the caption “Description of Notes.”

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      The computation of EBITDA and Adjusted EBITDA for each of the respective periods is shown as follows:

	(9)	Total debt, for purposes of calculating the ratios of total debt to Adjusted EBITDA and debt, net of cash and cash equivalents, to Adjusted EBITDA, in the twelve months ended December 27, 2002 and certain Balance Sheet Data as of such date, has been adjusted on a pro forma basis to reflect the sale of notes in this offering, the consummation of one or more permitted capital markets transactions and the use of proceeds from this offering and the permitted capital markets transactions, together with $0.8 million of cash and cash equivalents, to repurchase all of the 6.45% Notes due August 15, 2003 and a portion of the 8.20% Notes due October 17, 2003. See “Use of Proceeds” and “Capitalization”. See pro forma balance sheet data as of December 27, 2002 on page S-8.

(10)

The calculation of the ratio of earnings to fixed charges includes the impact of the incremental special items described in Notes 1, 3, 4, 5, 6 and 7 above. Had the special charges incurred in fiscal 2002 been excluded from the calculation, earnings would have been deficient in covering fixed charges by $41.2 million. Had the special items related to the six months ended December 27, 2002, the last twelve months ended December 27, 2002 and fiscal years 2001, 2000, 1999 and 1998 been excluded from these calculations, the ratio of earnings to fixed charges in those periods would have been 1.2x, 1.1x, 3.0x, 4.0x, 3.7x and 6.5x, respectively.

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RISK FACTORS

      You should carefully consider the following risk factors and the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment in the notes. The information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus includes forward-looking statements that involve risks and uncertainties. Avnet refers you to “Forward-Looking Statements” in this prospectus supplement. Avnet’s actual results could differ materially from those anticipated in those forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus supplement and the accompanying prospectus.

      Avnet has separated the risks into two general groups:

	•	Risks that relate specifically to owning the notes; and
	•	Risks that relate to Avnet’s business.

      Avnet has described certain risks that management believes are applicable to Avnet’s business and the industry in which it operates that may affect Avnet’s ability to pay interest on the notes and repay the notes at maturity. There may be additional risks that are not material or that are not presently known to Avnet. There are also general risks within the economy, the industry and the capital markets that affect Avnet generally, which have not been described below.

      If any of the described events occur, Avnet’s business, prospects, financial condition, results of operations or cash flows could be materially adversely affected. When stated below that a risk may have a material adverse effect, it means that such risk may have one or more of these effects. In such case, the market price of the notes could decline and Avnet’s ability to pay interest and principal payments under the notes could be impaired.

Risks Relating to Ownership of the Notes

Avnet has a significant amount of outstanding debt which could adversely affect Avnet’s financial health and prevent it from making payments on the notes.

      At December 27, 2002, Avnet’s consolidated debt was $1,390.4 million before, and $1,408.2 million after, adjustment to reflect the sale of the notes in this offering and the application of the net proceeds therefrom to repurchase its 6.45% Notes due August 15, 2003 and a portion of its 8.20% Notes due October 17, 2003. As of December 27, 2002 and as adjusted for this offering, Avnet also had the ability to borrow an additional $728.8 million under its financing agreements. The indenture governing these notes will permit Avnet to incur additional debt, including secured debt, after this offering.

      The amount of Avnet’s debt could have important consequences to you as an investor in the notes. For example, it could:

	•	increase the amount of Avnet’s interest expense and make compliance with its existing debt covenants more difficult;
	•	place Avnet at a competitive disadvantage with competitors that have less debt;
	•	increase Avnet’s vulnerability to interest rate fluctuations, as well as general adverse economic and industry conditions;
	•	limit Avnet’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;
	•	require Avnet to dedicate a substantial portion of its cash flow from operations to payments on its debt and other obligations, thereby reducing the availability of cash flow from operations for other purposes; and

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	•	make it more difficult for Avnet to satisfy its obligations with respect to the notes being offered in this prospectus supplement.

The notes will be effectively subordinated to any secured debt.

      The notes are unsecured and therefore will be effectively subordinated to all of Avnet’s secured debt, if any, to the extent of the value of the assets securing such debt or the amounts of secured debt outstanding, whichever is less. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, Avnet’s pledged assets would be available to satisfy obligations of the secured debt before any payment could be made on the notes. To the extent that such assets cannot satisfy in full Avnet’s secured debt, the holders of such debt would have a claim for any shortfall that would rank equally in right of payment with the notes. In that case, Avnet may not have sufficient assets remaining to pay amounts due on any or all of the notes.

      At December 27, 2002, Avnet did not have any outstanding consolidated secured debt. Avnet’s primary bank credit facility contains a “springing lien” provision that would secure the debt under that facility with certain assets of Avnet upon the occurrence of certain events. These events are:

	•	the establishment of a rating of Avnet’s senior unsecured debt of Ba1 or lower by Moody’s Investor Services or BB+ or lower by Standard and Poor’s;
	•	the failure by Avnet to consummate qualified capital markets transactions yielding net proceeds of $325 million or more by February 14, 2003; or
	•	the termination of Avnet’s current accounts receivable securitization program without simultaneously entering into another securitization program with similar terms.

      If any such event occurs, the debt under this credit facility would become secured by the inventory held by Avnet and certain of its domestic and foreign subsidiaries, substantially all of its domestic real property, certain deposit accounts, certain receivables and other intangible assets. As a result, the notes will be effectively subordinated to the debt under Avnet’s credit facility to the extent of the value of the assets securing the debt or the amounts outstanding under the facility, whichever is less, and the notes would remain unsecured. Completion of permitted capital markets transactions netting proceeds of over $325 million to Avnet by February 14, 2003 (including proceeds from the notes offered herein) would eliminate the capital markets transaction trigger event.

      In addition, Avnet has entered into a receivables securitization transaction in which Avnet sells, on an ongoing basis, most of its domestic trade accounts receivables to a bankruptcy remote subsidiary, which in turn sells a portion of these receivables to a bank conduit. These receivables, and the proceeds from these receivables, will not be available for repayment of the notes and the indenture governing the notes will not restrict Avnet’s ability to securitize its receivables. At December 27, 2002, Avnet had $50 million outstanding under the securitization program.

      The provisions of the Indenture governing the notes allow Avnet and its subsidiaries to incur a substantial amount of indebtedness, which can be secured by substantially all of Avnet’s assets. Unless the notes are rated below either Baa3 by Moody’s or BBB- by S&P, or a default or event of default occurs and is not cured, Avnet will not be limited by the Indenture in its ability to incur debt under a credit facility. The provisions of the Indenture governing the notes do not restrict Avnet’s participation in its current receivables securitization program and, with certain restrictions, allow Avnet to replace or increase its receivables securitization program.

The notes will be effectively subordinated to any debt of Avnet’s subsidiaries.

      The notes will be effectively subordinated to any debt and other liabilities and commitments, including trade payables and lease obligations, of Avnet’s subsidiaries, whether or not secured. The notes will not be guaranteed by Avnet’s subsidiaries and Avnet may not have direct access to the assets of its subsidiaries unless these assets are transferred by dividend or otherwise to Avnet. At December 27, 2002, Avnet’s subsidiaries had approximately $49.1 million aggregate principal amount of debt, most of which is also

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Avnet may not have the ability to raise sufficient funds to purchase all of the notes upon a change of control of Avnet, as required by the indenture.

      If a change of control of Avnet should occur at a time when the notes are rated below investment grade or a default or event of default occurs and is not cured, as defined in the indenture, Avnet would be required to offer to repurchase all of the notes at 101% of their principal amount, plus accrued and unpaid interest through the date of repurchase. The lenders under Avnet’s primary financing agreements would have a similar right to be repaid because a change of control, as defined in each such agreement, constitutes an event of default that gives the lenders the right to accelerate all amounts due. Any of Avnet’s future financing agreements also may contain a similar provision. Avnet’s ability to pay cash to the holders of the notes in connection with such repurchase will be limited by Avnet’s then existing financial resources. Accordingly, it is possible that Avnet will not have sufficient funds at the time of the change of control to make the required repurchase of notes. If Avnet fails to repurchase any notes submitted in a change of control offer, it would constitute an event of default under the indenture which could, in turn, constitute an event of default under Avnet’s other financing agreements, even if the change of control itself would not cause a default.

Any reduction in Avnet’s credit ratings could materially and adversely affect the holders of the notes.

      Avnet’s senior unsecured debt has been assigned a rating by S&P of BBB- with negative outlook and by Moody’s of Baa3 with negative outlook. Avnet cannot assure you that any of its current ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn. If Avnet’s credit rating was reduced, the number of investors that can hold the notes, as well as our other outstanding debt securities, would be reduced, which could result in significant sales of the notes and Avnet’s other debt securities and could adversely affect the trading prices of the notes.

An active trading market may not develop for the notes.

      The notes are a new issue of securities with no established trading market. The underwriters have advised Avnet that they presently intend to make a market in the notes as permitted by applicable law. However, the underwriters are not obligated to make a market in the notes and may cease their market-making activities at any time at their discretion without notice. In addition, the liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for securities and by changes in Avnet’s financial performance or prospects of, or financial performance of, companies in Avnet’s industry generally. As a result, Avnet cannot assure you that an active trading market will develop or be maintained for the notes. If a market for the notes does not develop or is not maintained, the market price and liquidity of the notes may be adversely affected.

Risks Relating to Avnet’s Business

A large portion of Avnet’s revenues come from sales of semiconductors, which is a highly cyclical industry, and continuation of the current industry down-cycle could significantly affect Avnet’s operating results.

      The semiconductor industry historically has experienced periodic fluctuations in product supply and demand, often associated with changes in technology and manufacturing capacity, and is generally considered to be highly cyclical. According to the Semiconductor Industry Association, the semiconductor industry experienced its worst annual downturn in history with revenue from worldwide semiconductor sales estimated

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Avnet may not have adequate or cost-effective liquidity, or capital resources.

      Avnet needs cash to make interest payments on and refinance indebtedness, including, as adjusted for this offering, approximately $235.8 million aggregate principal amount of publicly-held debt maturing in calendar years 2003 and 2004, and for general corporate purposes, such as funding Avnet’s capital expenditure program and working capital. Avnet’s ability to satisfy its cash needs depends on its ability to generate cash from operations and to access the financial markets, both of which are subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond Avnet’s control.

      If Avnet does not generate sufficient cash from its operations, it will need to access the financial markets. External financing may not be available to it on acceptable terms or at all. Under the terms of any external financing, Avnet may incur higher than expected financing expenses and become subject to additional restrictions and covenants. In addition, Avnet’s $350 million accounts receivable securitization is subject to an annual renewal in June of each year and Avnet’s multi-year bank credit facility matures in October 2004. Avnet cannot provide any assurance that these financing arrangements will be renewed with acceptable terms.

      Avnet’s ability to obtain external financing is affected by its debt ratings, which are periodically reviewed by the major credit rating agencies. In September 2002, Moody’s downgraded Avnet’s long-term senior unsecured debt to Baa3 from Baa1, with a negative outlook. In October 2002, Standard & Poor’s downgraded Avnet’s long-term rating to BBB- from BBB, also with a negative outlook. These recent downgrades have impaired Avnet’s ability to obtain financing on more favorable terms. Any increase in Avnet’s level of debt, change in status of its debt from unsecured to secured debt or deterioration of its operating results may cause a further reduction in the current debt ratings. Any further downgrade, among other factors, could impair Avnet’s ability to obtain additional financing on acceptable terms and Avnet cannot assure you that it will be successful in raising any new financing.

      Avnet currently participates in a receivables securitization program, which allows Avnet to sell, on a revolving basis, an undivided interest of up to $350.0 million in eligible U.S. receivables while retaining a subordinated interest in a portion of the receivables. Avnet is required to maintain minimum senior unsecured credit ratings in order to continue using the receivable securitization program. If Avnet’s credit rating is reduced below either Ba1 by Moody’s or BB+ by Standard & Poor’s, Avnet would be unable to continue to utilize the securitization program. If Avnet could not continue to participate in the accounts receivables securitization program, Avnet may not have sufficient cash available to make interest payments on and refinance indebtedness and for general corporate needs.

      Any material increase in Avnet’s financing costs could have a material adverse effect on its profitability.

      In connection with Avnet’s January 2000 acquisition of 84% of the stock of Eurotronics B.V., which went to market as SEI, Avnet entered into a share purchase agreement with the sellers (the “SEI Agreement”). Under the SEI Agreement, Avnet may be required to make an additional payment to the sellers in January 2004 if the closing price of Avnet’s stock does not reach a specified minimum price at any time before that date. The specified minimum was calculated as a premium to the market price of Avnet’s common stock at the time of the transaction, which was approximately $28 per share. Should Avnet’s stock price not achieve this minimum, the additional payment will be based upon the stock price on the four-year anniversary date of the agreement and could range from $0 to a maximum of $106 million. Based upon the closing price of Avnet’s common stock on December 27, 2002, Avnet would have been required to pay approximately $80.6 million to settle this obligation. Under the SEI Agreement, Avnet has the option to settle this obligation

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Avnet’s revenue and profitability have declined significantly from historical highs and, although revenue appears to have stabilized in recent quarters, Avnet may be unable to achieve consistent profitability at levels experienced in the past.

      Avnet’s operations have been significantly and negatively affected by the current downturn in the technology industry and the general economy. From a high of approximately $3.6 billion in sales in the fiscal quarter ended December 29, 2000, Avnet’s sales now appear to have stabilized in the $2.1 – $2.4 billion range per quarter. Since December 29, 2000, Avnet has not yet been able to achieve consistent profitability at a level deemed acceptable to management. As a result, Avnet continues to implement substantial cost-cutting measures designed to align its expenses to provide profitability at current revenue levels. The success of these cost-cutting measures, as well as the timing of any economic recovery, will affect Avnet’s ability to achieve consistent profitability at reasonable levels. If Avnet is not able to maintain current revenue levels while continuing to cut expenses, Avnet may need to consider additional expense reductions.

The agreements governing some of Avnet’s financing, including the Indenture related to the notes, contain various covenants and restrictions that limit the discretion of management in operating Avnet’s business and could prevent Avnet from engaging in some activities that may be beneficial to its business.

      Avnet’s financing agreements contain various covenants and restrictions that, in certain circumstances, limit its ability and the ability of certain subsidiaries to:

	•	grant liens on assets;
	•	make restricted payments (including paying dividends on capital stock, redeeming or repurchasing capital stock, or early repayment of outstanding bond obligations);
	•	make investments or acquisitions; or
	•	merge, consolidate or transfer all or substantially all of its assets.

With respect to the indenture governing the notes, there are, in certain circumstances, similar restrictions, including limitations on Avnet’s ability to incur additional debt, pay dividends or make other restricted payments, sell assets or merge with or into companies, and engage in certain transactions with affiliates. In addition, Avnet’s financing agreements contain covenants that require it to maintain specified financial ratios and satisfy financial tests. As a result of these covenants and restrictions, Avnet is limited in how it conducts its business and may be unable to raise additional debt, compete effectively or take advantage of new business opportunities.

Avnet may not be able to comply with the covenants contained in certain financing agreements, including the indenture related to the notes, and, if Avnet fails to comply, it may not be able to obtain waivers or amend the covenants.

      Some of Avnet’s financing agreements contain covenants that require Avnet to satisfy specified financial tests and/or maintain specified corporate credit or debt ratings or financial ratios. For example, Avnet must maintain financial ratios, including an interest coverage and net worth test, and must maintain long-term senior debt ratings of at least BB+ by Standard & Poor’s and Ba1 by Moody’s in order to continue to participate in its receivables securitization program. If Avnet is unable to comply with the financial covenants and cannot amend or obtain waivers of those covenants, Avnet would cease to have access to its receivables securitization program. If the accounts receivables securitization program terminated, Avnet’s bank credit facility would become secured, unless Avnet was able to simultaneously enter into another securitization program with similar terms. A violation of the minimum credit rating requirements of the indenture related to

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	•	incur additional indebtedness;
	•	pay dividends, redeem capital stock or make certain other restricted payments of investments;
	•	sell assets or merge with or into other companies; or

	•	engage in certain transactions with affiliates.

      In addition, an event of default under one financing agreement would create cross defaults under other financing agreements. If any of these events occur, Avnet cannot assure you that it will have sufficient funds available to pay in full the total amount of obligations that become due as a result of any such acceleration, or that it will be able to obtain additional or alternative financing. Even if Avnet could obtain additional or alternative financing, it may not be able to do so on acceptable terms.

If Avnet were unable to maintain its relationships with key suppliers, it could adversely affect Avnet’s sales.

      Approximately 16% of Avnet’s consolidated revenues in fiscal 2002 came from sales of IBM products and services. In fiscal 2002, sales of products and services from three other suppliers fell in a range between 4.0% and 7.3% of Avnet’s consolidated revenues. As a result, to the extent IBM or a group of other primary suppliers is not willing to do business with Avnet in the future on terms acceptable to Avnet, the loss of these suppliers could materially adversely affect Avnet’s business, results of operations and financial condition. If any of these industry leading suppliers was unwilling to do business with Avnet, Avnet’s relationships with its customers could be materially adversely affected because Avnet’s customers depend on Avnet’s distribution of electronic components and computer products from the industry’s leading suppliers.

Declines in the value of Avnet’s inventory may materially adversely affect Avnet’s financial condition, results from operations and liquidity.

      The electronic components and computer products industry is subject to rapid technological change, new and enhanced products and evolving industry standards, which can contribute to decline in value or obsolescence of inventory. During an economic downturn, which the industry is currently experiencing, it is possible that prices will decline due to an oversupply of product and, therefore, there may be greater risk of declines in inventory value. Although it is the policy of many of Avnet’s suppliers to offer distributors like Avnet certain protections from the loss in value of inventory (such as price protection, limited rights of return and rebates), Avnet cannot assure you that such return policies and rebates will fully compensate it for the loss in value, or that the vendors will choose to, or be able to, honor such agreements, some of which are not documented and therefore subject to the discretion of the vendor. Avnet cannot assure you that unforeseen new product developments or declines in the value of its inventory will not materially adversely affect its results of operations, financial condition or liquidity, or that Avnet will successfully manage its existing and future inventories.

Substantial defaults by Avnet’s customers on its accounts receivable could have a significant negative impact on Avnet’s financial condition, results of operations and liquidity.

      A significant portion of Avnet’s working capital consists of accounts receivable from customers. If customers responsible for a significant amount of accounts receivable were to become insolvent or otherwise unable to pay for products and services, or were to become unwilling or unable to make payments in a timely manner, Avnet’s operating results and financial condition could be adversely affected. If the current economic downturn becomes more pronounced or lasts longer than currently expected, it could have an adverse affect on the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations. A significant deterioration in Avnet’s ability to collect on accounts receivable could also impact the cost or availability of financing under Avnet’s accounts receivable securitization program.

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The electronics component and computer industries are highly competitive and if Avnet cannot effectively compete, its revenue may decline.

      The market for Avnet’s products and services is very competitive and subject to rapid technological advances. Not only does Avnet compete with other distributors, it also competes for customers with some of its own suppliers. Avnet’s failure to maintain and enhance its competitive position would adversely affect its business and prospects.

      The sizes of Avnet’s competitors vary across market sectors, as do the resources Avnet has allocated to the sectors in which it does business. Therefore, some of the competitors may have greater financial, personnel, capacity and other resources than Avnet has in one or more of its market sectors. As a result, Avnet’s competitors may be in a stronger position to respond quickly to potential acquisitions and other market opportunities, new or emerging technologies and changes in customer requirements.

Avnet’s non-U.S. locations represent a significant and growing portion of its revenue, and consequently, Avnet is increasingly exposed to risks associated with operating internationally.

      In the first six months of fiscal 2003, approximately 43% of Avnet’s sales came from its operations outside the United States. During fiscal 2002 and 2001, respectively, approximately 41% and 32% of sales were from locations outside the United States. As a result of Avnet’s foreign sales and locations, its operations are subject to a variety of risks that are specific to international operations, including the following:

	•	potential restrictions on transfers of funds;
	•	foreign currency fluctuations;
	•	import and export duties and value added taxes;
	•	import and export regulation changes that could erode profit margins or restrict exports;
	•	changing foreign tax laws and regulations;
	•	potential military conflicts;
	•	inflexible employee contracts in the event of business downturns; and
	•	the burden and cost of compliance with foreign laws.

      Manufacturing of electronic component and computer products is increasingly shifting to lower-cost production facilities in Asia, and most notably the People’s Republic of China, which historically have not relied upon independent distributors to the same extent as North America and Europe. Avnet’s business and prospects could be materially adversely affected if this shift continues and Avnet is unable to develop distribution relationships with these or other manufacturers on acceptable terms. Moreover, Avnet’s results from operations and financial condition could be adversely affected if Avnet is able to develop relationships with these manufacturers that do not provide profit margins comparable to the margins Avnet has maintained with its current relationships.

      In addition, Avnet has operations in several locations in emerging or developing economies that have a potential for higher risk. The risks associated with these economies include currency volatility and other economic or political risks. While Avnet has and will continue to adopt measures to reduce the impact of losses resulting from volatile currencies and other risks of doing business abroad, Avnet cannot ensure that such measures will be adequate.

Failure to retain key senior management could harm Avnet’s operations.

      Avnet’s success depends to a large extent upon the efforts and abilities of key senior management. Avnet’s senior management is very experienced, with significant longevity in both years of industry experience and years at Avnet. For example, Roy Vallee, Avnet’s Chairman and Chief Executive Officer, has over 30 years experience in the industry, including 25 years at Avnet. Losing the services of such key personnel could harm Avnet’s operations.

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FORWARD-LOOKING STATEMENTS

      This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements with respect to Avnet’s financial condition, results of operations and business. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates” or similar expressions.

      These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include the following:

	•	Continuation or worsening of the current technology industry down-cycle, particularly the semiconductor sector, would adversely affect Avnet’s operating results.
	•	Competitive pressures among distributors of electronic components and computer products may increase significantly through entry of new competitors or otherwise.
	•	General economic or business conditions, domestic and foreign, may be less favorable than management expected, resulting in lower sales and declining operating results which can, in turn, impact Avnet’s credit ratings, debt covenant compliance and liquidity as well as Avnet’s ability to maintain existing unsecured financing or to obtain new financing whether secured or unsecured.
	•	Legislative or regulatory changes may adversely affect the businesses in which Avnet is engaged.
	•	Adverse changes may occur in the securities markets.
	•	Changes in interest rates and currency fluctuations may reduce Avnet’s profit margins.
	•	Avnet may be adversely affected by the allocation of products by suppliers.
	•	Avnet is subject to other risks identified in this prospectus supplement under the caption “Risk Factors.”

      Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by them. Management cautions you not to place undue reliance on these statements, which speak only as of the date of this prospectus supplement.

      Avnet does not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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USE OF PROCEEDS

      Management estimates that the net proceeds from this offering will be approximately $243.4 million, after deducting fees and expenses. The offering of the notes is subject to Avnet raising net proceeds of at least $325.0 million, including proceeds from the notes offered herein, in one or more permitted capital markets transactions as defined in Avnet’s multi-year bank credit facility. Avnet will use the net proceeds from the permitted capital markets transactions, which management estimates to be $325.8 million, together with approximately $0.8 million of cash and cash equivalents, to repurchase its outstanding 6.45% Notes due August 15, 2003 and up to $117.2 million of its outstanding 8.20% Notes due October 17, 2003 in the tender offers, as described under “Prospectus Summary — The Tender Offers.” If Avnet acquires less than all of its outstanding 6.45% Notes or less than $117.2 million of its outstanding 8.20% Notes in the tender offers, management intends to deposit the remaining net proceeds of the offering into an account until the maturity date of the 6.45% Notes on August 15, 2003 and the maturity date of the 8.20% Notes on October 17, 2003.

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CAPITALIZATION

      The following table sets forth the actual consolidated cash and cash equivalents, short-term debt and capitalization of Avnet at December 27, 2002, and these amounts as adjusted to reflect the sale of the notes in this offering and $85.0 million in gross proceeds from one or more permitted capital markets transactions, and the application of the net proceeds from the sale of the notes and the other permitted capital markets transactions together with approximately $0.8 million from cash and cash equivalents to repurchase its 6.45% Notes due August 15, 2003 and a portion of its 8.20% Notes due October 17, 2003. See “Use of Proceeds.” You should read this table together with Avnet’s audited and unaudited financial statements that appear elsewhere in this prospectus supplement.

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	Notes due October 17, 2003. If Avnet acquires less than all of its outstanding 6.45% Notes or less than $117.2 million of its outstanding 8.20% Notes in the tender offers, management intends to deposit the remaining proceeds into an account until the maturity dates of the 6.45% Notes and 8.20% Notes.
(3)	Represents short-term foreign borrowings under various bank credit facilities.
(4)	As a result of its acquisition of Kent Electronics Corporation on June 8, 2001, Avnet assumed these notes. Avnet has the right to redeem these notes upon 30-days prior notice.
(5)	Does not reflect the original issue discount of $1.5 million, which represents the difference between the face amount of the 7 7/8% notes and the price paid by the public.
(6)	Does not reflect the original issue discount of $3.1 million, which represents the difference between the face amount of the 8.00% notes and the price paid by the public.
(7)	Permitted Capital Markets Transactions may include additional proceeds from the notes offered hereby or other debt or equity offerings, the gross proceeds of which are assumed to be $85.0 million.
(8)	Represents the fair value adjustment to long-term debt relating to two interest rate swaps, with a total notional amount of $400.0 million, entered into by Avnet to hedge the change in fair value due to fluctuations in interest rates. These swaps modify Avnet’s interest rate exposure by effectively converting the 8.00% fixed rate on these notes to a floating rate based upon three-month U.S. LIBOR plus a spread. The fair value adjustment is offset by a comparable long-term asset on Avnet’s consolidated balance sheet as the hedges are currently effective and have been effective since their inception. See the “Management’s Discussion and Analysis — Liquidity and Capital Resources — Financing Transactions” for further discussion of this hedge.
(9)	Under a share purchase agreement entered into in connection with Avnet’s January 2000 acquisition of 84% of the stock of Eurotronics B.V., which went to market as SEI, Avnet may be required to make an additional payment to the sellers in January 2004. Avnet has the option to settle this obligation through the payment of cash or the issuance of an equivalent amount of Avnet’s common stock. An October 2002 amendment to Avnet’s credit facility prohibits Avnet from settling this obligation through the payment of cash. If Avnet settles this obligation in cash, Avnet’s shareholder equity will be reduced. If Avnet settles the obligation through the payment of Avnet common stock, Avnet’s shareholder equity will not be reduced, but there will be additional shares outstanding.

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SELECTED FINANCIAL DATA

      The selected financial data below is derived from the consolidated financial statements of Avnet. We refer you to those financial statements and accompanying notes that appear elsewhere in this prospectus supplement. All amounts prior to fiscal 2002 have been restated to reflect Avnet’s acquisition on June 8, 2001 of Kent Electronics Corporation (“Kent”) in a transaction accounted for as a “pooling-of-interests.” Income amounts are from continuing operations and net assets from discontinued operations are classified as current assets. This selected financial data should be read in conjunction with the footnotes below as there are various special items recorded in certain periods presented.