Please stand by our presentation will now begin. I would now like to turn the floor over to Vince Keenan, Avnet's Vice President of Investor Relations. Please go ahead.

Good afternoon and welcome to Avnet's Third Quarter Fiscal 2008 Corporate Update. If you are listening by telephone today and have not accessed the slides that accompany this presentation, please go to our website, www.ir.avnet.com and click on the icon announcing today’s events. In addition to disclosing financial results that are determined in accordance with Generally Accepted Accounting Principals, or GAAP, the company also discloses non-GAAP results of operations that exclude certain items. Reconciliations of the company’s analysis of results to GAAP can be found in the Form 8-K filed with the SEC today and several of the slides in this presentation and on Avnet's investor relations website. As we provide the highlights for our third quarter fiscal 2008 please note that we are exclusively structured integration and other items involved the current and prior year period in the accompanying slides. Additionally in discussing pro forma sales or organic growth prior period are adjusted to include acquisition. In respect of our recent offer to acquire Horizon Technology Group plc, we know that this offer is regulated by the Irish takeover rules and these rules. Under this rules we required to have a representative of our financial advisors Banc of America Securities to present the situation of this call and we are not in a position to disclose any material new information first questioning significant new opinion open above the information continued in the offer announcement of April 18. Before we get started with the presentation of Avnet management, I would like to review Avnet's safe harbor statement. This presentation contains certain forward-looking statements which are statements addressing future financial and operating results of Avnet. Listed on this slide are several factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these and other factors is set forth in Avnet's filings with the SEC. In just a few moments, Roy Vallee, Avnet's Chairman and CEO, will provide Avnet's third quarter fiscal 2008 highlights. Following Roy, Ray Sadowski, Chief Financial Officer of Avnet will review the company’s financial performance during the quarter and provide third quarter fiscal 2008 guidance, after which I will follow. Also here today take any questions may with related to Avnet’s operations is Rick Hamada Avnet’s Chief Operating Officer, Harley Feldberg President of Electronics Marketing and John Paget, President of Technologies Solutions. With that, let me introduce Mr. Roy Vallee to discuss Avnet’s Third Quarter fiscal 2008 business highlights.

Thank you Vince and hello everyone, thank you all for taking the time to be with us and for your interest in Avnet. Before we get started with results for the quarter, I would like to once again express my and our management teams disappointment with our performance this quarter. The impact of lower than expected revenue in some product categories was compounded by other issues at our technologies solutions operating group creating a significant short fall to your expected earnings. We believed that most if not all of these other issues were proved to be shortlived. The compensate for the revenue weakness we begin to take corrective actions at the end of March and in the process of taking other targeted actions in the June quarter that should facilitate the resumption of progress toward our financial goals. Although no one can be sure a future revenue growth in the current economic environment we remain committed to achieving our stated financial goals and we will continue to manage our business accordingly. In the March quarter, total revenue of $4.42 billion grew 13.3% as compared with prior year quarter, and earnings per share excluding restructuring and other items grow 4.1% over the year ago quarter. We are disappointed with the rate of EPS growth this quarter which does not reflect the financial goals that we have set for ourselves. While some specific issues at technology solutions contributed to this weaker than expected earnings performance. The bigger factor was lower than expected revenue growth in certain product categories namely enterprise servers. Although we do not see a broad based industry slowdown, it is clear that macroeconomic issues are having an impact on our rate of growth in some areas of our business. As a result, we are taking targeted actions to adjust…

Thank you. Ladies and gentleman, we'll now be conducting a question-and-answer session. (Operator Instructions). Our first question comes from William Stein with Credit Suisse. Please proceed with your question.

Thanks, good afternoon. I am trying to address the push-out in the rebate. Again I know we discussed it kind of I think a few days ago, but were these related to the same supplier in both US and Europe, different supplier one in each region, or are we seeing this in a mix of customers across the supply base?

Hi, Will its Ray. The revenue weakness in servers is across multiple suppliers and across both the Americas and the EMEA region. The specific customer push-outs that were referenced regarding the Americas were with one of our largest suppliers and the change in the rebate program in Europe was with a different, but a large supplier as well.

Okay, great. One other, on the weakening price servers, is that industry standard, in other words are you also seeing a mixed shift away from one to the other; and was that part of the rebate issue or was this across both types industry standards and proprietary?

There was a deeper decrease across all the server bands. We did not see a significant change in the mix between industry standard and enterprise in this issue.

Okay great. Thank you very much.

You are welcome.

Thank you. Our next question comes from Jim Suva with Citigroup. Please proceed with your question.

Hi, thank you very much. For the push-outs, do those then come in and get booked and closed in the first part of April here or do they get pushed outside the end of June and I have got some follow-ups?

Yeah, Jim this is John Paget. We've already seen a fair number of those push-outs being booked and shipped already in this month; certainly tracking some of those others. But at this point we're beginning to see those closing and move forward into the quarter.

Great, on SG&A, I guess it came up more than what I would have thought especially considering that you know things kind of fell apart here in the last part of the quarter. Can you talk about SG&A? Why wasn't it more flexible? Whey weren't you able to be more nimble around that and what should we expect kind of going forward on SG&A line?

Hi Jim, it is Roy. I want Ray to see if we can dig out for your. I don’t know, if we have got handy here Ray, what portion of that increase will be attributable to currency and what portion would be attributable to MNA and therefore of what's left as organic changes in operating expense?

Okay. And then maybe later on during the Q&A, he can try me with that. I thought you only closed one thing during the quarter and that was YEL. But maybe I am misspoken. So let me ask my question while they look that up and then move it on to the next caller. But for June the EPS outlook despite all the changes and things like that, it still looks like we are going to be down year over year despite sales growing up year over year. How do I reconcile that with when you talk about how are able to re-negotiate more favorable terms in rebate. It still seems like you are getting a short end of the stick here with again EPS being down year over year yet sales being up year over year, plus your restructuring and cutting costs.

Yeah so, Jim let's walk down the P&L okay. So, sales are sales and we've given the guidance. You guys have that number. Gross margins, if we talk at the EM level gross margins were actually up slightly and our big challenge was at TS and the real issue in the margin was rebate related. Certainly, when you look at gross profit dollars, you would say it is volume and rebate related, but on the gross margin, it is rebate related.

I want to make sure we are all talking about the June quarter. The June quarter outlook?

Yeah I’m with you.

Okay.

So as we look at the June quarter we believe that the rebates that are in place now are fair and reasonable, they are appropriate. What we don’t now of course is what will our sales be and what will the mix of those sales be and therefore we don’t know if our TS gross margins will come all the way back to where they were prior to the March quarter. So we have baked into our forecast some improvement, but not a 100% recovery at the gross margin line. And then as you go to operating expenses, what’s happening is yes we’ve got some integrations that still need to occur and the synergy cost savings extracted that is happening during the June quarter, which will not actually get the full benefit as Ray said until December. But some impact in June more in September and then full impact in December. And then the last piece and I apologies for the complexity but I’m trying to walk you through this. In addition to all of that we simply are getting lower sales then we had anticipated in local currency from Europe and in certain product categories for America. And that’s were the restructuring actions are taking place. But the actions that will be executed this quarter once again will have a light impact in June, a bigger impact in September and we would think a full impact by the December quarter.

Okay

So you should expect EPS to move back in to a growth mode as we get gross profit margin normalized and we complete both the integrations and the restructuring actions that we have announced.

So that’s September or December?

Both. You’ll see a large impact in September. There maybe some spill over based upon things like notice periods and works councils in Europe and that sort of thing.

Hey, John did competition in the server area did it increase since rebates and buyings didn’t come through. Are you seeing a more competitive environment?

We haven’t seen a significant increase in the competitive environment, no.

So another way to answer that Jim is that we have a mature growth margin. Which you might think of as the transaction gross margin and knowing how the net that includes the rebates of all with some other adjustments. And we have not seen a significant change in our material gross margin. Its essentially flat the big change is in the net gross margin.

Yeah, I just want to know if competition heated up since you weren’t making the volumes?

No, in many cases for example in America, this is just sort of a reminder that there is a system in place in America that apply to the vast majority of our server revenues whereby resellers can only elect to change distributors on a periodic basis. In some vendors it’s annual in other vendors its every two years. But the resellers essentially can’t shop the servers from distributor to distributor. On the other hand Europe they can but the stickiness of it involves our marketing programs our technical support the things that we are doing in cooperation with the reseller or in partnership and it makes switching difficult at the enterprise level. Nothing possible, but difficult.

So you haven’t seen [interim micron] tech data start to be more competitive in this area?

Once again Jim that we don’t directly compete with them.

Right.

And in most of our categories, certainly we do in some of the industry standards server categories the differences we would be building at integrated solution versus selling the products up there.

Great. Thank you, gentlemen.

Okay Jim. Just responding to your question relative to expenses. If we look sequentially expenses increased by roughly $12 million. And of that $12 million about 4 million-4.2 million related to currency. So it’s just a translation effect of currency. And then roughly 7 million related to acquisitions all right and so the acquisitions, keep in mind the biggest one being Acal which we acquired towards the mid part of December and therefore only have a little bit expenses in there. And then a full quarter of expenses in this quarter as well as some of the smaller acquisitions. So, virtually all of the increase quarter-to-quarter sequentially was either currency or acquisition related.

Thanks. That’s very very useful. Thank you gentlemen.

You’re welcome.

Thank You. Our next question comes from Brian Alexander with Raymond James. Please proceed with your question.

Yeah I’m afraid if we are beating a dead horse here Roy, but you started by saying that most if not all the issues will be short lived. And then you also said you think rebates levels for June are appropriate and reasonable. What has to happen for the margin shortfall related to the rebated piece which I think about 100 or 120 basis points? So its fairly significant. What has to happen for all of that to come back. Do you have to see growth re-accelerate to level that you are experiencing before? Is it not really dependent on growth and more dependent on these other variables that you get rebated on? Or is it continued negotiations with these vendors? I’m just failing to understand how we get back to where we were if the server environment remains depressed for a period of time.

Okay. I’m going a stab at that but I’ll ask Rick or John, if they want to either correct me or add some color to it. But here’s the view. So Brian lets step back first of all and remind everyone that some of the rebates. Let me back up even one more step. Rebates for technology solutions this is not electronics marketing for technology solutions on average approximate the total operating income for technology solutions, okay. Now within the rebate category there are fundamentally two kinds of rebates one that we described last week is infrastructure and one that was described as performance based. The infrastructure is not variable based on revenue, okay. So the piece that is variable based on revenue for the most part gets re-established on a quarterly basis. So the goals get reset and then we have this anomaly last quarter the March quarter where we also had a program change aside from the goal resetting, okay. So when you asked the question what needs to happen, its kind of simply this from the time the rebates get set until the time the quarter is over we need realizes and normalize the environment. There’s needs to be not much change to the negative during that time frame. Once we get reset at a lower level and we can achieve the goals set forth in the rebate plans gross profit margins will be normalized, okay. So it is conceivable in the June quarter. Let me say it to you this way if we do not encounter further weakness in either servers or other parts of the TS portfolio we should get to a more normalized gross profit margin. So as soon we get there, as soon as we get to that normalization from the time the rebate goals are set until the time the revenues are counted for the quarter that when we get back to a 100% achievement.

So you’re still very comfortable that this is not secular and once we kind of get back to normalized growth or least no more disappointments we’ll get back to the margin structure we are all accustomed to.

Brian again and I’ll now ask John to lift the chime in but we have seen very open and very collaborative dialogue with our key supplier partners. Theirs is no intent to harm us financially they still appreciate the value we’re delivering to them. We’re integral to their strategy and we feel like that the conversations that have taken place and the rebates their set forth in the June are fair and reasonable. If this was a secular shift we feel uncomfortable with either the program or the goals and we are not uncomfortable with either.

Okay, good. And then just a follow-up and I know we’ve talked about this in the past but maybe as you have done some digging over the last few days you’ve come up with a different answer if its applicable. But under the assumption that servers will continue to shift towards industry standard just remind us how the margin profile varies between industry standard and proprietary. I think in the past you’ve talked about the margin structures at the operating margin level being comparable. And I’m just wondering if that’s still the case?

Brian I would say that is still the case. And I would just as we’ve talked about in the past. Industry standards servers we sell in an integrated solution, so as an example virtualization consolidation and the services and the intellectual property that we add to that bring back to relatively the same return.

And Brian one more thing. Industry standard serves as you know spans a big range of products right. From on place to multiple way enterprise hardware and we essentially don’t play one ways the two ways we being to get involved at four ways and that above and so, it’s the more complex, more technical hardware plus what John said about then in a solutions environment.

Great. And then just to shift gears, on the Horizon acquisition if we just look at the publicly disclosed numbers that they have out there, it seems very difficult to get them to that 12.5 hurdle rate. So what are you assuming to get them to that hurdle rate, it almost implies that the margin there would needs to double or maybe there are some assumptions about cross selling that we should be aware of?

So Brian unfortunately, and this is a unique case for us, this is a public company traded in island, we are literally being regulated on what we can say until we own the company. As soon as we own it, we will led forth for you that the integration strategies, the Synergic costs savings and our rationale for why we believe the numbers are the number, but at this point we are restricted from commenting.

Understood thanks Roy.

You are very welcome.

Thank you. Your next question comes form Matthew Sheerin with Thomas Weisel Partners. Pleased proceed with our questioned.

Thanks, I promised to ask no more questions on computing business. Since the question is actually on components and you’re pretty clear last week sorry on what you are seeing, but there is a little bit of a disconnect between what Arrow said yesterday regarding Europe on the components side where they are seeing and it looks like a pretty weak book-to-bill below one softening conditions where it worse, you folks although, I know you talked about some pricing issues surrounding the Euro and other competitive issues, it doesn’t seem like you’ve seen that kind of softening or non as bears on that market. So could you talk about what you are seeing and why that might be different from Arrow?

Sure Harley, I want you to take that one.

Alright I am in. Clearly there are concerns that we are watching European market, as Roy mentioned in earlier script we’ve had a couple of quarters of declining revenue in local currency, but we just don’t see the market deteriorating at an accelerating rate at all quite frankly. You know it’s a difficult to answer Matthew, you asked me to comment on our competitors view. I would say that from what I can tell we are doing an excellent job of gaining market share in the market, we’re managing it very prudently, and we don’t see it with a degree of long you describe.

Okay thanks. And then again on components, you did announced that you announced a couple of key exclusive winds with some semi suppliers at late fall, and I know that some of your other competitors recently have lost some key lines namely in future electronics. So are you starting to see benefits from those improved relationships or will that come later?

We are absolutely starting to see benefits from that and those benefit will accelerate moving into the June quarter?

And Math that’s part of what’s in our guidance for the June quarter. So we are guiding normal seasonality, but we have some uplift from these suppliers moves that is supporting us along with the impact of bizarre acquisition kicking in at the June quarter.

Okay and just lastly and more so for you Harley on the IP knee side, we are hearing some of the connector suppliers and maybe even some of the passer guys talking about passing along some raw materials price increases they’ve seen, are you starting to see that yet? And are you generally pretty successful in passing those prices along to your customers?

Generally Math we are. We haven’t seen it to the degree that was discussed in one of the major calls I think frankly just couple of days ago. But I think they tend to talk about there largest customers, but we’re seeing some of it, and yes generally speaking, we are able to pass that on.

Okay.

Math, a no way to think about that is our gross margin and that product set and Harley (Inaudible) but I think its been pretty stable , as we watch the number were, our margins are flats. So therefore we are passing along what we are getting.

We are, we are. We see no deterioration in our gross margin over the last couple of quarter very consistently.

Great, thanks.

You're welcome.

Our next question is from Steven Fox of Merrill Lynch. Please proceed your question.

Sure, how are you? This is Harley again.

Hi Harley.

And Steve our European leadership team, we've been talking about two concerns. One of them we can track we know for a fact which is average selling price erosion as measured in euros. The other one that you asked about relating to exports; we have been anticipating this problem. However, according to the published data that we've been looking at on a regional basis, we have not yet see a decline in exports from Europe our electronic equipment.

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Okay and then just a quick one for Ray. Total company growth excluding acquisition in currencies. Do you have a year-over-year growth number?

Total?

Year-over-year -- organic growth after, not only after acquisition but also excluding the benefit in currencies for the total company. I know you gave it by different regions and segments, I didn’t roll up there?

Well didn't provide it on a Pro forma basis, but I will tell that from a total company perspective roughly 2.5%.

Year-over-year?

Year over year

Thank you

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Shaun this is Roy. So a couple things one is, certainly the lower the stock price goes the more we think about a buy back. So I think that’s a obviously very fair question. On the other hand we're thinking about two other things which is one our acquisition pipeline, which is quite robust. It may be a strong as we've seen it since we actually started tracking in an acquisition pipeline. And to the extent that the acquisitions are in fact meeting and exceeding our hurdle rate for return on capital, we continue to think that that’s actually a better way to create shareholder value than the use the capital for a buyback. The other thing I will say is that we have a board meeting coming up in the May regularly scheduled. I'm sure this will be on the agenda for at least discussion topic. And whether its buy back or M&A we also are going to be a little bit cautious side related to liquidity, but we’re going to want to make sure that until we see a turn in the credit markets that our company is just rock solid from a liquidity point of view. So those are the things we are thinking about, we’re bias right now to try to be directing the answer, our bias is to continue to use our funds for value creating MNA as always we feel we can generate more shareholder value in that direction.

And just the follow up on the acquisition side of things, it seems like, I mean especially now that the pipeline has gotten more robust. The one concern is – is management getting to spread out or to thin out in the sense of, you can't focus on getting the synergies out of one acquisition. For instance, like maybe last summer when there was only one acquisition kind of going on, at that time it was much easier to worry about and get the synergies. Now you have got four, five six acquisitions going out at once. Hence, it's going to take a lot longer to draw those synergies out because you can't focus on just one?

Yeah Shawn again it's a very good and very fair question. Let me just make a point. The only acquisition in recent memory here where we have delayed the synergies is the Acal acquisition that we talked about here in the latest quarter. And the delay was not related to management bandwidth; it was related to market issues. We made a decision there that was in support of protecting the revenues.

Yeah, the goal is when a business unit is operating at or above our return capital threshold, so that's at least 12.5% after tax return, then we look for a 50% drop through incremental gross profit falling the operating income. At the enterprise level we have a substantial portion of our revenues, now in that category but we still have a meaningful piece that’s below. So as a result of that the enterprise drop through, all other things being normalized, if that’s possible, should be in the range of 60%. Ray does that sound right?

All right.

About a 60% drop through. And then Shawn I do want to, the risk of maybe adding a bit of confusion, I just want to point out an anomaly that's occurring right now due to this radical currency shift. So in Europe our EM business is up in dollars on a year-over-year basis, but the operating margins are essentially flat. In Euros we are down on a year-over-year basis and the operating margins are essentially flat. So in other words, our team there is doing a very good job of managing through a difficult environment here for the last few quarters. However, the enterprise level drop through appears to be lower than we would like it to be due to the impact of currency in Europe.

Okay, great. Thank you guys for taking my question.

You're welcome.

Mr. Keenan, there are no further questions at this time. Would you like to make any closing comments?

Yes thank you. As we conclude today’s quarterly analyst call, we will now scroll through the slide mentioned at the beginning of our webcast that contains the non-GAAP to GAAP reconciliation of results presented during our presentation, along with a further description of certain charges that are excluded from our non-GAAP results. This entire slide presentation, including the GAAP financial reconciliations can be accessed in a downloadable PDF format at our website under the quarterly results section. We would like to thank you for your participation in our quarterly update today. If you have any questions or feedback regarding the material presented, please contact Avnet's Investor Relations department by phone or e-mail.

Thanks everybody.

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.