<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                           -------------------------

                                   FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the Fiscal Year Ended April 3, 1999

                                        or

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from ______ to ______.

                         Commission file number 0-14643

                         KENT ELECTRONICS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

              Texas                                   74-1763541
  (State or other jurisdiction                     (I.R.S. employer
of incorporation or organization)                 identification no.)

           1111 Gillingham Lane                        77478
            Sugar Land, Texas                        (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code:  (281) 243-4000
          Securities registered pursuant to Section 12(b) of the Act:

    Common Stock, without par value             New York Stock Exchange, Inc.
 4 1/2% Convertible Subordinated Notes
                Due 2004
         (Title of each class)                   (Name of each exchange on
                                                      which registered)

       Securities registered pursuant to Section 12(g) of the Act:  None.

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [_].

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 18, 1999 was approximately $421,521,728.

     As of June 18, 1999, there were outstanding 27,982,558 shares of Common
Stock, without par value.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The Proxy Statement for the 1999 Annual Meeting of Shareholders of the
Registrant (Sections entitled "Kent Common Stock Beneficially Owned by
Directors, Officers and Five Percent Shareholders" and "Proposal 1 - Election of
Directors") is incorporated by reference in Part III of this Report.
<PAGE>

                                    PART I

     This Annual Report on Form 10-K contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.  Forward-
looking statements include, without limitation, any statement that may predict,
forecast, indicate, or imply future results, performance or trends and may
contain the words "believe," "anticipate," "expect," "estimate," "project,"
"will be," "will continue," "will likely result," or words or phrases of similar
meaning. All forward-looking statements should be read in conjunction with the
cautionary statements included elsewhere herein which discuss certain risks and
other important factors that could cause the Company's actual results or
performance to differ materially from those stated in such forward-looking
statements.  (See Item 7. - Management's Discussion and Analysis of Financial
Condition and Results of Operations, Risks Relating to Forward-Looking
Statements.)

ITEM 1. BUSINESS

THE COMPANY

     Kent Electronics Corporation (the "Company") is a national specialty
distributor of electronic products, a network integrator and a vertically
integrated contract manufacturer of electronic products.  The Company has
strategically aligned its operations into four complementary business units that
seek to develop competitive advantages within targeted markets.

 .    Kent Components distributes electronic connectors, electronic wire and
     cable, and other passive and electromechanical products and interconnect
     assemblies used in assembling and manufacturing electronic products.  The
     division also provides value-added services such as cable assembly, fan
     assembly, taping and reeling, and component modification as well as a
     variety of materials management services.

 .    Kent Datacomm offers a full range of end-to-end network solutions.  The
     division's areas of expertise includes video to desktop, network security,
     wireless, network management and voice over data applications.  Among the
     voice and data communication products it offers are network interface
     cards, switches, hubs, routers, modems, connectivity devices, fiber optics
     and copper cabling.  Kent Datacomm's expanded professional services include
     network design, product configuration, remote network monitoring and
     troubleshooting, maintenance programs, and 7-day-a-week, 24-hour-a-day
     technical support.

 .    Futronix Systems is a redistributor of specialty wire and cable to
     electrical distributors nationwide.  Futronix Systems provides just-in-time
     availability of the exact quantities of specialty wire and cable products
     as well as limited quantities of complementary products.

 .    K*TEC is a full-service vertically integrated contract manufacturer whose
     capabilities include electronic interconnect assemblies, printed circuit
     board assemblies, sheet metal fabrication, powder painting, plastic
     injection molding, specially fabricated battery power

                                       2
<PAGE>

     packs, other subassemblies that are built to customers' specifications and
     final system integration (box build).

The Company focuses on providing its customers a continuum of products and
services that emphasizes technology-based materials management and manufacturing
solutions.  To successfully execute its strategy, during the three fiscal years
ended April 3, 1999, the Company invested approximately $117 million in capital
expenditures.  These expenditures were primarily for information systems,
equipment and construction of the Company's state-of-the-art 220,000 square foot
distribution facility that is scheduled for completion in summer 1999 and the
adjacent state-of-the-art K*TEC facility in Sugar Land, Texas completed in
spring 1997, consisting of approximately 420,000 square feet for manufacturing
and warehousing operations.

INDUSTRY OVERVIEW

     Outsourcing is a rapidly growing trend in many industry sectors in the
United States as companies seek to reduce costs and improve operating
efficiencies.  Electronics original equipment manufacturers ("OEMs") are
increasingly outsourcing materials management and manufacturing operations,
ranging from inventory management to complete box build combined with
distribution to the end customer.  Manufacturers of electronic products are
responding to this trend by utilizing technology-based materials management and
logistical solutions provided by distributors. In addition, the Company believes
that there is an emerging trend of OEMs to align with contract manufacturers who
have distribution capabilities and expertise.  Because of its experience in both
distribution and manufacturing, the Company is particularly well-positioned to
capitalize on these trends.  The Company expects networking customers, including
corporations, educational institutions and governmental agencies, to rely
increasingly on value-added resources to design, deliver, install, fine-tune and
maintain complex systems.  The growth in electronic commerce and the Internet
will  continue to present opportunities to provide network integration services.
The potential benefits from outsourcing materials management, manufacturing
operations and network integration services include:

          FOCUSED RESOURCES.  Because the electronics industry is experiencing
     greater levels of competition and more rapid technological change, many
     OEMs are focusing their resources on activities and technologies in which
     they add the greatest value.  By offering comprehensive materials
     management solutions and integrated manufacturing services, the Company
     allows OEMs to focus on their core competencies, such as product
     development and marketing.

          IMPROVED INVENTORY MANAGEMENT AND PURCHASING POWER.  Electronics OEMs
     are faced with increasing difficulties in efficiently planning, procuring
     and managing their inventories due to frequent design changes, short
     product life cycles, large investments in electronic components, component
     price fluctuations and the need to achieve economies of scale in materials
     procurement.  By using the Company's volume procurement capabilities and
     expertise in inventory management, an OEM can reduce production and
     inventory costs.

                                       3
<PAGE>

          REDUCED TIME TO MARKET.  Due to intense competitive pressures and
     rapid technological developments in the electronics industry, OEMs are
     faced with increasingly shorter product life cycles and therefore have a
     growing need to reduce the time required to bring a product to market.
     OEMs can reduce their time to market by using the Company's expertise in
     providing materials management, logistical and manufacturing solutions.

          REDUCED COSTS AND CAPITAL INVESTMENT.  As electronic products have
     become more technologically advanced and shipped in greater volumes, the
     distribution and manufacturing processes have become increasingly
     automated, requiring greater investments in technology and capital
     equipment on an ongoing basis.  The Company's materials management services
     allow manufacturers to operate more efficiently by relying on scheduled
     deliveries of components at the time they are needed in the production
     process, thereby reducing inventory levels.  K*TEC's contract manufacturing
     services enable an OEM to gain access to advanced, high-volume
     manufacturing and distribution capabilities while reducing the OEM's
     capital requirements.

          ACCESS TO LEADING MANUFACTURING TECHNOLOGY.  Electronic products and
     electronics manufacturing technology have become increasingly sophisticated
     and complex, making it more difficult and expensive for OEMs to maintain
     the necessary technological expertise to manufacture products internally.
     OEMs are motivated to work with a contract manufacturer in order to gain
     access to specialized process expertise and manufacturing know-how.

          ACCESS TO LEADING NETWORK INTEGRATION SERVICES.  Corporations and
     educational and governmental institutions are faced with the challenge of
     developing and maintaining complex network systems to harness the potential
     of electronic commerce and the Internet.  Networking customers are
     motivated to work with a network integrator in order to gain access to a
     selection of products and expertise in design, installation, monitoring and
     technical support.

COMPANY STRATEGY

     The Company is pursuing the following strategies to capitalize on current
and emerging electronics industry trends.

          PROVIDING A CONTINUUM OF CUSTOMER SERVICES.  The Company provides a
     continuum of services to its customers, ranging from order fulfillment to
     box build combined with direct distribution to an OEM's customers.  In
     response to evolving customer needs, the Company continues to shift from
     order fulfillment to technology-based materials management services. In
     addition, the Company continues to expand its manufacturing relationships
     from subassemblies to box build as OEMs increase their demand for
     outsourced supply chain management solutions.

                                       4
<PAGE>

          REMAINING A KEY PLAYER IN TARGET MARKETS.  The Company has focused on
     markets where it strives to maintain and enhance its position as a national
     distributor of premier products.  The Company believes it can strengthen
     its position within these markets by expanding its supplier relationships
     and capitalizing on OEMs' shift toward using distribution channels.

          CAPITALIZING ON INDUSTRY CONSOLIDATION.  The Company expects
     consolidation within the distribution and contract manufacturing sectors of
     the electronics industry to continue in response to increasing demands on
     suppliers by OEMs to provide integrated, technology-based materials
     management and manufacturing solutions.  In addition, the Company
     anticipates increased opportunities to acquire the production capacity of
     OEMs following the trend toward outsourcing manufacturing operations.  The
     Company will continue to evaluate and pursue acquisition opportunities that
     enhance its position as a national distributor and contract manufacturer of
     electronic products.

          CAPITALIZING ON NETWORK TECHNOLOGY PROLIFERATION.  The Company expects
     large networking customers to rely increasingly on value-added resources to
     install, fine-tune and maintain complex systems.  In response to these
     customer needs, the Company has expanded its professional services,
     including network design, product configuration, remote network monitoring
     and troubleshooting, maintenance programs and technical support, and in
     April 1999 acquired SabreData, Inc., a network integration company.
     Professional services are a source of incremental revenues, as well as a
     means of solidifying relationships with customers and suppliers.

          MAXIMIZING SYNERGIES BETWEEN BUSINESS UNITS.  The Company believes its
     four business units will continue to enjoy revenue and cost synergies and
     economies of scale.  These benefits include: (i) greater product offerings
     to the Company's customers across business units, (ii) purchasing and
     volume procurement synergies, (iii) cost efficient opportunities to expand
     into new geographic markets by utilizing existing facilities and personnel,
     and (iv) shared warehousing and materials handling capabilities.

          FOCUSING ON CUSTOMER SERVICE.  The Company continues to emphasize
     customer service as a competitive advantage.  The Company's technology-
     based materials management services enable the Company to offer value-added
     solutions to its customers.  Customers of Kent Components may review the
     status of their orders in an on-line, real-time environment through an
     Internet connection.  Similarly, K*TEC customers have Internet access to
     K*TEC's intranet in order to monitor printed circuit board production
     quality, board and box build assembly methods and product throughput in a
     real-time environment.  Each customer's Internet site is secured and
     tailored for the customer's unique needs.  The Company believes that
     through these and other customer service innovations it will continue to
     strengthen and develop customer relationships.

                                       5
<PAGE>

DISTRIBUTION

     KENT COMPONENTS.  Kent Components focuses primarily on providing its
industrial and OEM customers with rapid and reliable deliveries of interconnect,
passive and electromechanical products as well as a wide variety of materials
management services.  The division also provides value-added services such as
cable assembly, fan assembly, taping and reeling, and component modification.
Kent Components utilizes a computerized inventory control system to assist in
the marketing of its products and to coordinate purchases from suppliers with
sales to customers.  Customers of Kent Components may review the status of their
orders in an on-line, real-time environment through an Internet connection.  The
division's computer system provides detailed on-line information regarding the
availability of the Company's entire stock of inventory located at its stocking
facilities as well as on-line access to the inventories of most of the Company's
major suppliers.  Through its integrated real-time information system, the
Company can readily track customers' orders through the entire process of
entering the order, reserving products to fill the order, ordering components
from suppliers, if necessary, and shipping products to customers on scheduled
dates.  Kent Components  is thus able to provide the type of distributor service
required by its OEM customers that have adopted the "just-in-time" method of
inventory procurement.  Kent Components serves numerous markets, including the
computer, instrumentation, medical, networking systems and telecommunications
markets.

     KENT DATACOMM.  Kent Datacomm offers a full range of end-to-end network
solutions.  The division's areas of expertise includes video to the desktop,
network security, wireless, network management and voice over data applications.
Among the voice and data communication products it offers are network interface
cards, switches, hubs, routers, modems, connectivity devices, fiber optics and
copper cabling.  Kent Datacomm's expanded professional services include network
design, product configuration, remote network monitoring and troubleshooting,
maintenance programs, and 7-day-a-week, 24-hour-a-day technical support.
Through a focused sales effort, the Company believes it is able to participate
directly in the large and rapidly growing market for connection devices,
reflecting the increasing use of microcomputers in LANs and WANs and the
continued growth in networking and cabling needs of minicomputer and mainframe
users.  Kent Datacomm serves numerous industries, including the aerospace,
airline, education, financial, food, government, manufacturing and medical
industries.

     FUTRONIX SYSTEMS.  Futronix Systems is a redistributor of specialty wire
and cable, serving more than 3,000 electrical distributors throughout the United
States.   Futronix Systems seeks to serve as an efficient single source of
supply and as the distributor of choice for electrical distributors by
maintaining for immediate delivery large quantities of over 10,000 specialty
wire and cable products purchased from more than 50 manufacturers worldwide, as
well as limited quantities of complementary products.  As a redistributor,
Futronix Systems enables electrical distributors to purchase exact quantities,
gain immediate access to products, obtain a wider variety of products and lower
overall materials acquisition costs.  The products of Futronix Systems typically
are used in industrial applications, including computer systems, factory
automation, "intelligent" buildings and

                                       6
<PAGE>

telecommunication systems. Futronix Systems generally does not sell commodity
wire and cable, such as that used in commercial and residential construction.

CONTRACT MANUFACTURING

     K*TEC provides vertically integrated electronic manufacturing products and
services, including printed circuit board assembly and test, electronic
interconnect assemblies, specially fabricated battery power packs,
subassemblies, sheet metal fabrication and powder paint, plastic injection
molding and box build.  The Company has developed innovative material
requirements planning relationships with a select group of OEMs in the data
processing, energy, medical instrumentation, networking, semiconductor capital
equipment and telecommunications industries.  These relationships are supported
by sophisticated in-house product design and technical support capabilities.
K*TEC support teams work closely with K*TEC's customers through all stages of
product planning and production to apply advanced design and production
technology.  K*TEC's computer systems have a computer aided design capability
that allows its engineers to be on-line with an OEM's engineers when developing
and changing product designs.  In addition, K*TEC customers have Internet access
to K*TEC's intranet in order to monitor printed circuit board production
quality, board and box build assembly methods and product throughput in a real-
time environment.  Each customer's Internet site is secured and tailored for the
customer's unique needs.

     K*TEC's quality control standards provide another means of serving the
needs of the Company's customers, since OEMs rely on suppliers to assure quality
control for subassemblies rather than providing such quality control themselves.
The Company believes that K*TEC's adherence to strict quality control standards
and investment in state-of-the-art production facilities and equipment have
attracted and retained important customers who have established extremely rigid
product quality standards. K*TEC further complements its offering by providing
full logistics support which allows the final assembly to be shipped directly to
the customer's end customer.  This supply chain management ability
differentiates K*TEC as a resource in enhancing customers' cost-efficiency and
time-to-market.

SALES AND MARKETING

     Each of the Company's business units maintains its own direct sales force.
At April 3, 1999, the Company employed approximately 325 sales representatives
operating out of sales offices in 31 cities in 23 states.  The Company's sales
representatives undergo continuous training and attend classes in order to
enhance both their technical expertise and sales techniques.  Sales associates
are compensated primarily on a commission basis.  In the marketing of its
products, the Company supplements the efforts of its direct sales force with
direct mailings of brochures and catalogs as well as advertisements in trade
journals.  The Company concentrates its efforts in certain targeted markets in
which it only distributes the products of a select group of leading suppliers.
This facilitates  sales personnel specialization within related product
groupings, and permits sales representatives to develop a high degree of
technical expertise.

                                       7
<PAGE>

COMPETITION

     The Company faces intense competition from a large number of distributors,
suppliers and domestic and foreign manufacturers, some of which are larger, have
greater financial resources and broader name recognition, and may, in some
instances, have lower costs than the Company.  According to industry
publications, the Company was the ninth largest electronics distributor in the
United States based on total 1998 calendar year sales.  Industry publications
estimate that thirteen distributors each had 1998 calendar year North American
sales in excess of $400 million.

     The Company's manufacturing operations encounter competition from both
domestic and foreign manufacturers.  Foreign-manufactured products are often
sold at prices below the Company's prices for comparable products.  The
Company's products are not protected from competition by  any proprietary or
intellectual property rights such as trade secrets or patents.  The Company
competes by providing its customers with reliable, rapid delivery of products
that are priced at competitive levels and meet strict quality control standards.

BACKLOG

     The Company's backlog (consisting of orders the Company believes to be
firm) is based upon its internal tracking system, including verbal orders from
customers, as well as written purchase orders, all of which may be modified,
rescheduled or canceled without penalty.  Historically, the Company's backlog
figures have provided an indication of future sales in the short term, but
traditional backlog has become a less meaningful indicator of future sales for
the Company.  In recent years, since the Company's business has been
increasingly conducted through "just-in-time" and other materials management
programs, the Company is required to provide materials in accordance with
continually changing forecasts.  The Company's estimated backlog, exclusive of
"just-in-time" and other materials management programs and forecasts, was
approximately $73 million as of April 3, 1999 and $60 million as of March 28,
1998.

EMPLOYEES

     At April 3, 1999, the Company employed approximately 1,830 persons, all on
a full time basis.  The Company's employees are not subject to any collective
bargaining agreement.  In addition to its employees, the Company uses other
workers on a contract basis, as its needs require.

TRADEMARKS

     The Company has registered a number of trademarks and service marks
relating to the operation of its business.  These have been of value to the
Company in the past and are expected to be of value in the future.  The loss of
a single trademark or service mark other than "KE Kent Electronics" or "K*TEC
Electronics," in the opinion of management, would not have a material adverse
effect on the conduct of its business.

                                       8
<PAGE>

ITEM 2. PROPERTIES

     In October 1997, the Company moved its headquarters to its K*TEC facility
located in Sugar Land, Texas.  The Company's K*TEC facility was completed in
spring 1997 and consists of approximately 420,000 square feet for manufacturing
and warehousing operations and approximately 70,000 square feet for office
purposes.  In addition, the Company expects to complete in summer 1999 its new
Sugar Land distribution facility which consists of approximately 220,000 square
feet.  The Company's facilities in Sugar Land are located on a 96 acre parcel of
land.

     The Company owns a 66,000 square foot office facility in Houston, Texas.
The Company also owns a 2.7 acre tract of vacant land adjacent to the office
facility.  In nearby owned facilities, the Company uses approximately 18,000
square feet of space for office purposes and approximately 97,000 square feet
for distribution operations.

     The following table summarizes the principal properties leased by the
Company:

                                      APPROXIMATE      LEASE
LOCATION                             SQUARE FOOTAGE   EXPIRES
--------                             --------------   -------

Charlotte, North Carolina                 32,000       1999
Exton, Pennsylvania                       25,000       2001
Farmers Branch, Texas                     30,000       1999
Houston, Texas                           151,000       2003
Lombard, Illinois                         24,000       2002
Milpitas, California                      40,000       2000
Norcross, Georgia                         26,000       2002
Richardson, Texas                         34,000       1999
Santa Fe Springs, California              22,000       2001
Schaumburg, Illinois                      20,000       2002
St. Paul, Minnesota                       22,000       2000
Tampa, Florida                            30,000       1999

     As of April 3, 1999, the Company's other facilities, located in Austin,
Texas; Baton Rouge, Louisiana; Beaverton, Oregon; Cedar Rapids, Iowa; Columbia,
Maryland; Columbus, Ohio; Denver, Colorado; Englewood, Colorado; Fountain
Valley, California; Houston, Texas; Huntsville, Alabama; Indianapolis, Indiana;
Kent, Washington; Livermore, California; Lowell, Massachusetts; Mt. Laurel, New
Jersey; New York, New York; Oneida, New York; Orlando, Florida; Overland Park,
Kansas; Pine Brook, New Jersey; Redmond, Washington; Richardson, Texas; Salem,
New Hampshire; San Diego, California; San Jose, California; Tempe, Arizona;
Wallingford, Connecticut; and Warrensville Heights, Ohio occupied an aggregate
of approximately 226,000 square feet subject to leases expiring at various times
through the year 2003.  Most of these leases are subject to renewal at the
option of the Company for a term at least equal to the initial term, but at a
newly determined rental rate.

                                       9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     The Company is not party to any material pending legal proceedings, other
than ordinary routine litigation incidental to its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                       10
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

COMMON STOCK PRICE RANGE

     The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "KNT."  The following table presents the high and low closing prices
for the Company's Common Stock for each fiscal quarter of the Company's fiscal
years ended 1998 and 1999 and for a portion of the Company's current quarter, as
reported by the New York Stock Exchange.

FISCAL YEAR 1998                        HIGH                 LOW
----------------                       ------               -----
First Quarter                          $36.44               $22.13
Second Quarter                          41.06                35.94
Third Quarter                           41.44                20.00
Fourth Quarter                          28.13                20.50

FISCAL YEAR 1999
----------------
First Quarter                          $23.81               $17.88
Second Quarter                          18.69                 8.00
Third Quarter                           17.88                 7.81
Fourth Quarter                          13.75                 8.31

FISCAL YEAR 2000
----------------
First Quarter (through June 18)        $16.13               $ 9.13

      On May 13, 1999, there were 1,341 holders of record of the Company's
Common Stock.


DIVIDEND POLICY

      Historically, the Company has reinvested earnings available for
distribution to holders of Common Stock, and accordingly, the Company has not
paid any cash dividends on its Common Stock.  Although the Company intends to
continue to invest future earnings in its business, it may determine at some
future date that payment of cash dividends on Common Stock would be desirable.
The payment of any such dividends would depend, among other things, upon the
earnings and financial condition of the Company.

                                       11
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

      The following table summarizes selected consolidated financial data of the
Company for each fiscal year of the five-year period ended April 3, 1999.  The
following selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the notes
thereto, included elsewhere herein.

<TABLE>
<CAPTION>
                                                                                Fiscal Years Ended
                                               ------------------------------------------------------------------------------
                                                 April 3,       March 28,        March 29,        March 30,         April 1,
                                                   1999            1998           1997(1)            1996             1995
                                               ------------    ------------     ------------     ------------     ------------
                                                                (In thousands, except per share data and ratio)
<S>                                            <C>             <C>              <C>              <C>              <C>
Statement of Earnings Data:
  Net sales                                       $637,064        $659,400         $516,757         $425,810         $279,676
  Cost of sales                                    536,519         512,147          396,054          313,643          206,935
                                                  --------        --------         --------         --------         --------
        Gross profit                               100,545         147,253          120,703          112,167           72,741
  Selling, general and
        administrative expenses                    100,992          90,854           73,607           66,106           50,028
  Merger and integration costs                          --              --            5,500               --               --
                                                  --------        --------         --------         --------         --------
        Operating profit (loss)                       (447)         56,399           41,596           46,061           22,713
  Other income (expense):
         Interest expense                          (10,495)         (5,272)          (1,192)            (898)            (340)
         Other - net (principally interest
             and dividend income)                   11,236           7,040            4,696            3,932            1,138
                                                  --------        --------         --------         --------         --------
             Earnings before income  taxes             294          58,167           45,100           49,095           23,511
  Income taxes                                         112          22,741           17,479           19,303            8,910
                                                  --------        --------         --------         --------         --------
             Net earnings                         $    182        $ 35,426         $ 27,621         $ 29,792         $ 14,601
                                                  ========        ========         ========         ========         ========
  Earnings per common share:
         Basic                                       $0.01           $1.33            $1.08            $1.28            $0.71
                                                  ========        ========         ========         ========         ========
         Diluted                                     $0.01           $1.26            $1.00            $1.21            $0.68
                                                  ========        ========         ========         ========         ========
  Weighted average shares:
         Basic                                      27,674          26,598           25,580           23,192           20,628
                                                  ========        ========         ========         ========         ========
         Diluted                                    28,099          28,097           27,580           24,722           21,488
                                                  ========        ========         ========         ========         ========
  Ratio of earnings to fixed charges(2)               1.0x            9.8x            20.1x            27.4x            22.7x

                                                    April 3,       March 28,          March 29,       March 30,        April 1,
                                                      1999            1998             1997             1996             1995
                                                   --------        --------         --------         --------         --------
                                                                                 (In thousands)
Balance Sheet Data:
  Working capital                                 $385,778        $366,482         $150,884         $172,758         $ 71,817
  Total assets                                     604,641         591,710          325,594          305,174          148,276
  Long-term debt, less current maturities          207,000         207,000               --            1,258            1,269
  Mandatorily redeemable preferred stock                --              --               --            2,200            2,200
  Stockholders' equity                             321,169         312,569          262,367          230,968          112,224
</TABLE>
-----------------------

                                       12
<PAGE>

(1)   Includes non-recurring merger and integration charges of $5.5 million
      ($3.4 million, net of taxes, or $0.13 (basic) and $0.12 (diluted) per
      share).  Exclusive of such charges, fiscal 1997 net earnings were $31.0
      million, or $1.21 (basic) and $1.12 (diluted) per share, and the ratio of
      earnings to fixed charges was 22.4x.

(2)   For purposes of computing the ratio of earnings to fixed charges,
      "earnings" consist of earnings before income taxes plus fixed charges.
      "Fixed charges" consist of interest expense, amortization of deferred
      financing costs and that portion of rental expense deemed representative
      of the interest factor.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with the
Consolidated Financial Statements, including the notes thereto, included
elsewhere herein.

RESULTS OF OPERATIONS

        The following table presents, as a percentage of net sales, certain
selected consolidated financial data for each of the three fiscal years
indicated.

<TABLE>
<CAPTION>

                                                                     Fiscal Years Ended
                                                   -------------------------------------------------------
                                                     April 3,             March 28,            March 29,
                                                       1999                  1998                 1997
                                                   -------------         ------------         ------------
<S>                                                <C>                   <C>                  <C>
Distribution(a)                                            71.5%                63.4%                65.6%
Manufacturing                                              28.5                 36.6                 34.4
                                                          -----                -----                -----
Net sales                                                 100.0                100.0                100.0
Cost of sales                                              84.2                 77.7                 76.6
                                                          -----                -----                -----
     Gross profit                                          15.8                 22.3                 23.4
Selling, general and administrative expenses               15.9                 13.8                 14.2
Merger and integration costs                                0.0                  0.0                  1.1
                                                          -----                -----                -----
     Operating profit (loss)                               (0.1)                 8.5                  8.0
Other income (expense)
     Interest expense                                      (1.6)                (0.8)                (0.2)
     Other - net (principally interest and
        dividend income)                                    1.8                  1.1                  0.9
                                                          -----                -----                -----
         Earnings before income taxes                       0.0                  8.8                  8.7
Income taxes                                                0.0                  3.4                  3.4
                                                          -----                -----                -----
         Net earnings                                       0.0%                 5.4%                 5.3%
                                                          =====                =====                =====
</TABLE>

(a)   The principal products the Company distributes consist of connectors,
      receptacles and sockets, which collectively accounted for approximately
      12%, 16% and 17% of the Company's total sales in its fiscal years ended in
      1999, 1998 and 1997, respectively, other electronic connecting components,
      such as cable and wiring products, which accounted for approximately 16%,
      17% and 18%  of the Company's total sales in such years and networking
      equipment which accounted for approximately 14%, 8% and 7% of the
      Company's total sales in such years.  In addition, the Company distributes
      capacitors, resistors and electromechanical parts.

                                       13
<PAGE>

COMPARISON OF FISCAL 1999 WITH FISCAL 1998

     Net sales for the fiscal year ended April 3, 1999 decreased $22.3 million,
or 3.4%, to $637.1 million.  Sales from the Company's distribution businesses,
which represented 71.5% of net sales, increased 8.9% while contract
manufacturing sales decreased $59.7 million or 24.8%.  The distribution sales
increase reflected internal growth primarily from increased demand for
networking products and services, wire and cable from existing customers and an
expanded customer base.  The distribution sales increase was slightly offset by
lower sales of interconnect, passive and electromechanical products compared to
the prior year.  The contract manufacturing sales decrease primarily resulted
from a decline in sales to manufacturers of PCs and computers, as well as
semiconductor capital equipment, partially offset by increased sales to
customers in the network systems industry.

     Gross profit decreased $46.7 million, or 31.7%, compared to the prior year.
Gross profit as a percentage of sales decreased to 15.8% in fiscal 1999 from
22.3% in fiscal 1998.  The decrease in gross profit was primarily due to
decreased sales combined with a decrease in the gross profit percentage.  The
decrease in the gross profit percentage was due to plant and equipment under-
utilization in the Company's contract manufacturing facilities, the ramp up of
new contract manufacturing customers, product mix changes and continued pricing
pressures.

     Selling, general and administrative ("SG&A") expenses increased $10.1
million, or 11.2%, when compared to the prior fiscal year.  As a percentage of
sales, SG&A expenses increased to 15.9% from 13.8% in the preceding year.  The
increase as a percentage of sales was primarily due to costs associated with the
ramp up of new customers in the contract manufacturing division, expansion of
network services and expenses necessary to support the Company's existing
operations.  The Company continues to focus on cost containment and expense
reduction initiatives, aligning the cost structure with current revenues that
enable the Company to reduce the impact of current business on profit margins.

     Interest expense increased $5.2 million due to a full year of interest in
fiscal 1999 on the 4.5% Convertible Subordinated Notes due 2004 (the "Notes")
issued in September and October 1997.

     Other-net consists principally of interest and dividend income generated by
cash and cash equivalents and trading securities.  The increase in interest and
dividend income resulted from a full year of investment of the net proceeds from
the Notes, partially offset by a decline in short-term interest rates.

     Net earnings for fiscal 1999 were $0.2 million compared to $35.4 million
for fiscal 1998.  The reduction of net earnings was primarily due to the lower
profit associated with the decrease in sales volume combined with the decrease
in the gross profit percentage and higher SG&A expenses.

                                       14
<PAGE>

COMPARISON OF FISCAL 1998 WITH FISCAL 1997

     Net sales for the fiscal year ended March 28, 1998 increased $142.6
million, or 27.6%, to $659.4 million.  Sales from the Company's distribution
businesses, which represented 63.4% of net sales, increased 23.4% while contract
manufacturing sales increased 35.7%.  The sales increase reflected internal
growth primarily from increased demand from existing customers, an expanded
customer base and the introduction of new and expanded services from the
Company's contract manufacturing business.  Distribution sales also benefited
from a full year of operations of the EMC Distribution Division of Electronics
Marketing Corporation, which was acquired in the third quarter of fiscal 1997.

     Gross profit increased $26.6 million, or 22.0%, compared to the prior year.
Gross profit as a percentage of sales decreased to 22.3% from 23.4% from fiscal
1997 to fiscal 1998.  The increase in gross profit was primarily due to
increased sales, offset by a decrease in the gross profit percentage.  The
decrease in the gross profit percentage was due to continued pricing pressures
in the contract manufacturing business and a product mix with a lower percentage
of certain higher margin contract manufacturing business.

     Exclusive of non-recurring merger and integration charges associated with
the acquisition of Futronix and Wire & Cable in fiscal 1997, SG&A expenses
increased $17.2 million, or 23.4%, when compared to the prior fiscal year.
However, as a percentage of sales, SG&A expenses declined to 13.8% from 14.2% in
the preceding year.  The decline as a percentage of sales reflects the Company's
continued focus on cost containment to reduce such expenses as a percentage of
sales.  The increase in expenses was primarily due to the expenses necessary to
support the growth in the Company's existing operations.

     Interest expense increased $4.1 million due to interest on the Notes,
partially offset by the retirement of all the outstanding debt of Futronix and
Wire & Cable in the fourth quarter of fiscal 1997.

     Other-net consists principally of interest and dividend income generated by
cash and cash equivalents and trading securities.  The increase in interest and
dividend income resulted from investment of the net proceeds from the Notes.

     Net earnings for fiscal 1998 were $35.4 million compared to $27.6 million
for fiscal 1997.  Net earnings for fiscal 1997 included merger and integration
charges of $5.5 million, pre-tax ($3.4 million, after-tax).  Excluding these
charges, net earnings increased $4.4 million, or 14.3%.  The improved
profitability was primarily due to the incremental profit associated with the
increase in sales volume, partially offset by the decrease in the gross profit
percentage, combined with the Company's continued focus on cost containment.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At April 3, 1999, working capital was $385.8 million, an increase of $19.3
million, or 5.3%, since March 28, 1998. The increase was primarily due to growth
in inventories in relation to current and future sales levels and an increase in
other current assets that resulted from an income tax receivable.

     Included in the Company's working capital at April 3, 1999 are investments
of $206.9 million, an increase of $2.6 million since March 28, 1998. The
Company's investment strategy is low-risk and short-term, keeping the funds
readily available to meet capital requirements as they arise in the normal
course of business. At April 3, 1999, funds were invested primarily in
institutional money market funds and a reverse repurchase agreement. These
investments are compatible with the Company's stated investment strategy.

     On April 5, 1999, the Company acquired all the outstanding common stock of
SabreData, Inc. for a cash purchase price of $31.0 million plus the assumption
of approximately $2.2 million of interest bearing obligations which were
subsequently retired.

     On June 3, 1999, the Company acquired certain assets and assumed
liabilities of Advacom, Inc., for a cash purchase price of $33.0 million plus
the assumption of approximately $21.8 million of interest bearing obligations
which were retired on the day of closing.

     The Company intends to apply its capital resources to expand its business
by establishing or acquiring similar distribution and manufacturing operations
in geographic areas that are attractive to the Company, by acquiring new
facilities and by enlarging or improving existing facilities.  In addition to
the capital required to purchase existing businesses or to fund start-up
operations, the expansion of the Company's operations at both new and existing
locations will require greater levels of capital to finance the purchase of
additional equipment, increased levels of inventory and greater accounts
receivable.  The Company believes that current resources, along with funds
generated from operations, should be sufficient to meet its current capital
requirements.

YEAR 2000 STATEMENT

     The Year 2000 Issue results from computer hardware and software systems
that were not designed to distinguish between centuries and may not accommodate
some or all dates beyond the year 1999. Therefore, computer hardware and
software systems will need to be modified prior to the year 2000 in order to
remain functional.

     The Company has substantially completed a comprehensive inventory of its
critical systems, equipment and facilities. The Company's business Information
Technology (IT) systems include business applications, computing hardware and
software and related networking equipment and software. Non-IT systems are
primarily embedded technology such as microcontrollers, used in its

                                       16
<PAGE>

facilities and the manufacture or distribution of the Company's products. As
part of its inventory process, the Company categorized each of its IT and non-IT
systems as critical, medium, or low priority, based upon the potential impact to
the Company of the failure of such a system to be ready for the year 2000. As a
result of the Company's strategic migration to new application systems that
began in 1995, substantially all of the Company's IT systems use hardware and
software platforms that the vendors have represented to be Year 2000 compliant.
In addition, vendors have represented that the majority of the Company's non-IT
systems are Year 2000 compliant. Nonetheless, for hardware or software which the
Company had categorized as being critical, the Company conducted testing to
verify the vendors' representations. Testing of the Company's IT and non-IT
systems that the Company categorized as critical is substantially completed, and
approximately three-fourths of the systems categorized as medium in priority
have also been tested. Many low priority systems will not be tested, as they are
either slated for replacement, or their failure would not have a material impact
on the Company. As a consequence, all testing of the Company's IT and non-IT
systems is expected to be substantially completed by June 1999. In general, the
Company expects to resolve any remaining Year 2000 Issues through planned
upgrades or the replacement of its IT and non-IT systems, equipment and
facilities that the Company categorized as critical or medium in priority. While
the total costs of the Company's Year 2000 project is still being evaluated, the
Company estimates that the costs to be incurred in 1999 and 2000 associated with
assessing, remediating and testing its IT and non-IT systems will not exceed
$0.5 million. This estimate assumes that the Company will not incur significant
Year 2000 related costs on behalf of its suppliers, customers or third parties.
It is possible that the Company may need to reassess its estimate of Year 2000
costs in the event the Company completes an acquisition of, or makes a material
investment in, substantial facilities or another business entity.

     One component of the Company's Year 2000 program is to monitor the Year
2000 readiness efforts of suppliers, service providers and other entities with
which the Company has a business relationship. These assessments of third
parties are nearing completion. Although the Company does not expect the costs
of its Year 2000 project to have a material adverse effect on its financial
position, results of operations or cash flows, because the Company is relying,
in large measure, on statements made by such third parties in order to prepare
its assessment of third parties and its estimates of costs, the lack of
responsiveness or accuracy in such third-party statements could materially
affect the assessments and the costs of the Company's Year 2000 project. As a
result, the Company cannot predict the potential consequences if third parties
or their products are not Year 2000 compliant.

     While the Company believes its efforts to address the Year 2000 Issues will
be successful in avoiding any material adverse effect on the Company's
operations or financial condition, the most reasonably likely worst case Year
2000 scenario would be the failure of a group of third-party suppliers to
conduct their respective operations after 1999 such that the Company's ability
to maintain, manufacture and distribute its products and services would be
limited for some indeterminate period of time. In addition to the suppliers of
products that the Company distributes, the Company relies on third-party
suppliers of transportation services, including express delivery

                                       17
<PAGE>

services, both in obtaining products for assembly and manufacturing, and in
distributing its products after receiving an order from a customer. If there
were a widespread failure in the ability of such transportation enterprises to
be able to provide services, it would likely cause temporary financial losses
and an inability of the Company to provide products and services to its
customers. Furthermore, some of the products distributed by the Company are
available only from a single source (due to product branding) or from a limited
group of suppliers (due to technical specifications). Consequently, the failure
of such suppliers to be fully prepared for the Year 2000 advent could disrupt
the Company's ability to meet customer expectations.

          Throughout 1999 and the early part of the year 2000,  the Company will
continue to assess its Year 2000 issues related to its physical plant and
equipment, products, suppliers, and customers.  As a part of that assessment,
the Company is engaged in a contingency planning process integral to its Year
2000 program.  The contingency planning phase consists of developing a risk
profile of the Company's critical business processes, and then establishing a
plan of action that the Company may pursue to keep such processes operational in
the event that third parties suffer Year 2000 disruptions.  The Company will
continue to monitor the efforts of third parties and public infrastructure to
prepare for the Year 2000, and may modify and adjust its contingency plan
throughout the year as additional information becomes available.  In certain
cases, especially the failure of national infrastructure, there may be no
practical alternative course of action available to the Company.

          The above disclosure is a "Year 2000 Readiness Disclosure" made with
the intention to comply fully with the Year 2000 Information and Readiness
Disclosure Act of 1998, Pub. L. No. 105-271, 112 Stat. 2386, signed into law
October 19, 1998.  All statements made herein shall be construed within the
confines of that Act.  To the extent that any reader of the above Year 2000
Readiness Disclosure is other than an investor or potential investor in the
Company's -- or any affiliate's -- equity or debt securities, this disclosure is
made for the sole purpose of communicating or disclosing information aimed at
correcting, helping to correct and/or avoid Year 2000 failures.

RISKS RELATING TO FORWARD-LOOKING STATEMENTS

          The Company is including the following cautionary statements to secure
the protection of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 for all forward-looking statements made by the
Company in this Annual Report on Form 10-K.  Forward-looking statements include,
without limitation, any statement that may predict, forecast, indicate, or imply
future results, performance, or trends, and may contain the words "believe,"
"anticipate," "expect," "estimate," "project," "will be," "will continue," "will
likely result," or words or phrases of similar meaning.  In addition, from time
to time, the Company (or its representatives) may make forward-looking
statements of this nature in its annual report to shareholders, proxy statement,
quarterly reports on Form 10-Q, current reports on Form 8-K or in oral or
written presentations to shareholders, securities analysts, members of the
financial press or others.  All such forward-looking statements, whether written
or oral, and whether made by or on behalf of the Company, are expressly
qualified by these cautionary statements and any other cautionary statements
which may accompany

                                       18
<PAGE>

the forward-looking statements. In addition, the forward-looking statements
speak only of the Company's view as of the date the statement was made, and the
Company disclaims any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof.

          Forward-looking statements involve risks and uncertainties which could
cause actual results, performance or trends to differ materially from those
expressed in the forward-looking statements.  The Company believes that all
forward-looking statements made by it have a reasonable basis, but there can be
no assurance that management's expectations, beliefs or projections as expressed
in the forward-looking statements will actually occur or prove to be correct.
Factors that could cause actual results to differ materially from those
discussed in the forward-looking statements include, but are not limited to, the
factors discussed below.

          DOWNWARD PRESSURE ON MARGINS.    In recent quarters, the Company has
experienced downward pressure on its gross profit margin primarily due to a
lower percentage of certain high margin sales within its contract manufacturing
business. The Company anticipates that this downward pressure will be offset
during fiscal 2000 by improving facility utilization rates, and as a result, the
Company expects that its contract manufacturing gross profit margin will
significantly improve during fiscal 2000, although there can be no assurance
that this will be the case.

          CYCLES IN THE ELECTRONICS INDUSTRY; GENERAL ECONOMIC CONDITIONS.  The
Company's business depends on sustained demand for the products it distributes
and manufactures.  Although the Company has historically enjoyed high rates of
growth in sales, the electronics industry was in a downturn during fiscal 1999,
and there can be no assurance that the Company's growth rates will return to
rates comparable to the Company's historical levels. In addition, the Company's
business is subject to general business, economic, market, financial and
industry conditions.  For example, certain customers of the Company sell and
distribute their products in Asia and have seen the demand for their products
decline substantially during the economic downturn in Asia, which had an adverse
effect on the Company in fiscal 1999.  A continued downturn in the Asian market
or a downturn in the electronics industry in general could have a material
adverse effect on the Company's business, results of operations and financial
condition, especially if a downturn occurred in the Company's distribution and
manufacturing businesses simultaneously.

          DEPENDENCE ON K*TEC CUSTOMERS; UNCERTAINTY OF INCREASING CONTRACT
MANUFACTURING SALES.  For many years K*TEC has strategically developed long-term
relationships with a select group of OEMs resulting in a concentrated customer
base.  The Company expects that sales to a relatively small number of customers
will continue to account for a significant portion of K*TEC's sales in the
future.  The loss of, or a significant decline in orders from, one or more of
K*TEC's key customers could have a material adverse effect on the Company's
business, results of operations and financial condition.  In addition, the
Company has increased substantially its contract manufacturing capacity in
recent years.  There can be no assurance, however, that the Company will be able
to secure the new OEM relationships that will be essential to utilizing this
capacity and achieving significant sales growth in the Company's contract
manufacturing business.

                                       19
<PAGE>

          MANAGEMENT OF GROWTH.  In recent years, the Company has expanded its
business through internal growth and acquisitions, and the Company anticipates
that it will continue this expansion in the future.  To effectively manage this
expansion, the Company will be required to attract and retain highly skilled
managers and personnel and to evaluate the adequacy of existing systems and
procedures, including, but not limited to, information management systems,
financial and internal control systems, and management structure.  In addition,
if the Company enters new markets, it will be required to, among other things,
establish suitable distribution centers, hire personnel and establish
distribution channels.  Moreover, the Company anticipates that in response to
the growing trend of OEMs to outsource manufacturing operations, the Company
will expand K*TEC's box build operations and increasingly combine those
operations with the Company's distribution capabilities.   There can be no
assurance that management will adequately anticipate all of the changing demands
that growth and industry conditions and trends will impose on the Company or
that the Company will be able to adapt timely its pricing, costs, systems,
procedures and structure to such demands.  Any failure to anticipate and respond
promptly and effectively to such changing demands and industry trends could have
a material adverse effect on the Company's  business, results of operations and
financial condition.

          COMPETITION.  The markets for the Company's products and services are
highly competitive.  The Company competes with a large number of distributors,
suppliers and domestic and foreign manufacturers.  Foreign-manufactured products
are often sold at prices below the Company's prices for comparable products.
The Company's products are not protected from competition by  any proprietary or
intellectual property rights such as trade secrets or patents.  There can be no
assurance that the Company will continue to compete successfully against the
distributors, suppliers and manufacturers within its industry, some of which are
larger, have greater financial resources and broader name recognition, and may,
in some instances, have lower costs than the Company.  In addition, although the
Company continues to focus on cost containment, there can be no assurance that
increasingly intense competition will not cause pricing or marketing pressures
that reduce gross profit margins or increase SG&A expenses as a percentage of
sales.  Reduced gross profit margins and increased SG&A expenses as a percentage
of sales, either alone or together, could have a material adverse effect on the
Company's business, results of operations and financial condition.

          RISKS ASSOCIATED WITH ACQUISITIONS. The Company will continue to
evaluate opportunities to acquire complementary businesses, assets or
technologies, and the Company expects to pursue acquisitions that it believes
will enhance its position as a national distributor, network integrator and
contract manufacturer of electronic products. There can be no assurance,
however, that the Company will be able to identify and acquire complementary
businesses, assets or technologies. Among other things, the Company may not be
able to identify acquisition candidates in desirable geographic or product
markets on terms that are satisfactory to the Company. Moreover, acquisitions
require the expenditure of large amounts of capital, and the Company's
competitors for acquisitions may have significantly greater financial resources
than the Company. Therefore, to finance acquisitions, the Company may have to
raise additional funds through either public or private financings.

                                       20
<PAGE>

     In addition, there can be no assurance that the Company will be able to
integrate successfully the operations, facilities and management of any acquired
business or realize any expected synergies, including cost reductions, from any
acquisition.  Moreover, there can be no assurance that any acquisition will not
have an adverse effect on the Company's relationships with customers or
suppliers of an acquired business.  Failure to integrate successfully any
acquisition made by the Company could have a material adverse effect on the
Company's  business, results of operations and financial condition.

     DEPENDENCE ON SIGNIFICANT SUPPLIERS.  As is customary in the electronics
distribution industry, the Company primarily operates under short-term contracts
with its suppliers.  In the Company's past experience, such contracts have
typically been renewed from year to year.  In the fiscal year ended April 3,
1999, the Company's purchases from AMP Incorporated and Belden Inc. represented
approximately 13% and 11%, respectively, of the Company's total purchases.
Although the Company believes that it may be able to obtain competitive products
of comparable quality from other suppliers, the loss of such suppliers could
have a material adverse effect on the Company's business, results of operations
and financial condition.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     In the normal course of business, the Company could be exposed to market
risk from changes in interest rates. The Company continually monitors exposure
to market risk and, when appropriate,  develops strategies to manage this risk.
Management does not use derivative financial instruments for trading or to
speculate on changes in interest rates.  Currently, the Company's interest rate
risk, if any, relates to its 4 1/2% Convertible Subordinated Notes Due 2004.

                                       21
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Kent Electronics Corporation

     We have audited the consolidated balance sheets of Kent Electronics
Corporation and Subsidiaries as of April 3, 1999 and March 28, 1998, and the
related consolidated statements of earnings, cash flows and stockholders' equity
for each of the three years in the period ended April 3, 1999.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  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 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 consolidated financial position of Kent
Electronics Corporation and Subsidiaries as of April 3, 1999 and March 28, 1998,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended April 3, 1999, in conformity with
generally accepted accounting principles.



                              GRANT THORNTON LLP

Houston, Texas
May 11, 1999

                                       22
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                        April 3, 1999 and March 28, 1998

                       (In thousands, except share data)

<TABLE>
<CAPTION>
                     ASSETS                                                1999           1998
                    --------                                             ---------      ---------
<S>                                                                      <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents (including temporary
    investments of $206,919 in 1999 and $174,325 in 1998)                $207,942       $179,907
   Trading securities, net                                                     --         29,946
   Accounts receivable, net                                               103,364        106,132
   Inventories
            Materials and purchased products                              118,535        112,964
            Work in process                                                 6,349          2,128
                                                                         --------       --------
                                                                          124,884        115,092
    Other                                                                  17,549          5,754
                                                                         --------       --------
            Total current assets                                          453,739        436,831

PROPERTY AND EQUIPMENT
   Land                                                                     8,168          8,761
   Buildings                                                               43,817         42,766
   Equipment, furniture and fixtures                                      124,194        109,079
   Leasehold improvements                                                   2,681          2,657
                                                                         --------       --------
                                                                          178,860        163,263
            Less accumulated depreciation and amortization                (50,496)       (36,577)
                                                                         --------       --------
                                                                          128,364        126,686

DEFERRED INCOME TAXES                                                          --             93
OTHER ASSETS                                                                7,095         12,193
COST IN EXCESS OF NET ASSETS ACQUIRED, less accumulated
 amortization of $3,320 in 1999 and $2,856 in 1998                         15,443         15,907
                                                                         --------       --------
                                                                         $604,641       $591,710
                                                                         ========       ========
                            LIABILITIES AND STOCKHOLDERS' EQUITY
                           --------------------------------------

CURRENT LIABILITIES
     Accounts payable                                                    $ 47,149       $ 49,178
     Accrued compensation                                                  13,862         11,193
     Other accrued liabilities                                              6,950          7,032
     Income taxes                                                              --          2,946
                                                                         --------       --------
          Total current liabilities                                        67,961         70,349

LONG-TERM DEBT, less current maturities                                   207,000        207,000
DEFERRED INCOME TAXES                                                       8,511             --
LONG-TERM LIABILITIES                                                          --          1,792
COMMITMENTS AND CONTINGENCIES                                                  --             --
STOCKHOLDERS' EQUITY
      Preferred stock, $1 par value per share;
        authorized 2,000,000 shares; none issued                               --             --
      Common stock, no par value; authorized 60,000,000 shares;
        28,013,375 shares issued and 27,963,375 shares outstanding
        in 1999 and 27,230,640 shares issued and 27,180,640 shares
        outstanding in 1998                                                63,553         55,457
       Additional paid-in capital                                         117,511        117,189
       Retained earnings                                                  141,082        140,900
                                                                         --------       --------
                                                                          322,146        313,546
      Less common stock in treasury - at cost, 50,000 shares                 (977)          (977)
                                                                         --------       --------
                                                                          321,169        312,569
                                                                         --------       --------
                                                                         $604,641       $591,710
                                                                         ========       ========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       23
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF EARNINGS
      Fiscal years ended April 3, 1999, March 28, 1998 and March 29, 1997
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                     1999                  1998                  1997
                                                 -------------         -------------         -------------
<S>                                              <C>                   <C>                   <C>
Net sales                                            $637,064              $659,400              $516,757
Cost of sales                                         536,519               512,147               396,054
                                                     --------              --------              --------
        Gross profit                                  100,545               147,253               120,703
Selling, general and administrative expenses          100,992                90,854                73,607
Merger and integration costs                               --                    --                 5,500
                                                     --------              --------              --------
        Operating profit (loss)                          (447)               56,399                41,596
Other income (expense)
        Interest expense                              (10,495)               (5,272)               (1,192)
        Other - net (principally interest
        and dividend income)                           11,236                 7,040                 4,696
                                                     --------              --------              --------
        Earnings before income taxes                      294                58,167                45,100
Income taxes                                              112                22,741                17,479
                                                     --------              --------              --------
             NET EARNINGS                            $    182              $ 35,426              $ 27,621
                                                     ========              ========              ========
Earnings per common share:
        Basic                                           $0.01                 $1.33                 $1.08
                                                     ========              ========              ========
        Diluted                                         $0.01                 $1.26                 $1.00
                                                     ========              ========              ========
Weighted average shares:
        Basic                                          27,674                26,598                25,580
                                                     ========              ========              ========
        Diluted                                        28,099                28,097                27,580
                                                     ========              ========              ========
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       24
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
      Fiscal years ended April 3, 1999, March 28, 1998 and March 29, 1997
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                         1999                1998                1997
                                                                     -------------        -----------        ------------
<S>                                                                  <C>                  <C>                <C>
Cash flows from operating activities
   Net earnings                                                          $    182           $ 35,426            $ 27,621
   Adjustments to reconcile net earnings to net cash
               provided (used) by operating activities
          Depreciation and amortization                                    15,075             11,607               7,529
          Provision for losses on accounts receivable                        (216)               (50)                409
          (Gain) loss on sale of property and equipment                      (445)                 4                  (2)
          Stock option expense                                                322                667                 540
          Unrealized loss (gain) on trading securities                        327                 54                (169)
          Net sales (purchases) of trading securities                      29,619            (30,000)             38,916
          Change in assets and liabilities, net of effects
                from the acquisition accounted for as a purchase
             Accounts receivable                                            2,984            (17,247)            (26,828)
             Inventories                                                   (9,792)           (20,598)            (23,904)
             Other current assets                                         (11,795)            (1,731)                507
             Other assets                                                   5,098             (7,575)             (3,013)
             Deferred income taxes                                          8,604              1,187                  89
             Accounts payable                                              (2,029)             6,861                 699
             Accrued compensation                                           2,669              3,070              (2,238)
             Other accrued liabilities                                        (82)            (1,019)              2,419
             Income taxes                                                  (2,946)               (81)             (2,230)
             Long-term liabilities                                         (1,792)                83                 733
                                                                         --------           --------            --------
               Net cash provided (used) by operating activities            35,783            (19,342)             21,078
                                                                         --------           --------            --------
Cash flows from investing activities
   Capital expenditures                                                   (18,895)           (46,923)            (50,816)
   Acquisition accounted for as a purchase                                     --                 --              (7,000)
   Proceeds from sale of property and equipment                             3,051                 13                  32
                                                                         --------           --------            --------
               Net cash used by investing activities                      (15,844)           (46,910)            (57,784)
                                                                         --------           --------            --------
Cash flows from financing activities
   Net payments under line of credit
     agreements of pooled companies                                            --                 --             (11,550)
   Issuance of long-term debt                                                  --            207,000                  --
   Payment on long-term debt of pooled companies                               --                 --              (1,254)
   Redemption of mandatorily redeemable preferred stock
     of pooled company                                                         --                 --              (2,200)
</TABLE>

                                       25
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
      Fiscal years ended April 3, 1999, March 28, 1998 and March 29, 1997
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                             1999               1998               1997
                                                                         ------------        -----------        -----------
<S>                                                                      <C>                 <C>                <C>
   Issuance of common stock                                                  $  4,152           $  6,891          $  3,458
   Purchase of treasury stock                                                      --                 --              (977)
   Tax effect of common stock issued upon exercise of
     employee stock options                                                     3,944              7,218             1,154
   Distribution to shareholder of pooled company                                   --                 --              (650)
                                                                             --------           --------          --------
          Net cash provided (used) by financing activities                      8,096            221,109           (12,019)
                                                                             --------           --------          --------
Net increase (decrease) in cash and cash equivalents                           28,035            154,857           (48,725)
Adjustment for change in pooled companies' fiscal year ends                        --                 --               344
Cash and cash equivalents at beginning of year                                179,907             25,050            73,431
                                                                             --------           --------          --------
Cash and cash equivalents at end of year                                     $207,942           $179,907          $ 25,050
                                                                             ========           ========          ========
Supplemental disclosures of cash flow information:
    Cash paid during the year for:
           Interest                                                          $  9,345           $  4,118          $  1,285
           Income taxes                                                           787             15,138            15,054
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       26
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      Fiscal years ended March 29, 1997, March 28, 1998 and April 3, 1999
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                Common Stock              Additional
                                                        ---------------------------        paid-in        Retained         Treasury
                                                           Shares           Amount         capital        earnings           stock
                                                        -------------      --------      ------------    ----------        --------
<S>                                                    <C>                <C>         <C>                <C>             <C>
BALANCE AT MARCH 30, 1996                                    26,027        $38,357         $112,702       $ 79,909          $  --

Issuance of common stock of pooled company                       19             --               47             --             --
Common stock issued under employee bonus and
    upon exercise of employee stock options,
    including tax effect                                        256          2,991            1,574             --             --
Amortization of unearned compensation related to
    stock option plans                                           --             --              540             --             --
Purchase of treasury stock                                      (50)            --               --             --           (977)
Reclassification of undistributed subchapter "S"
    earnings of pooled company                                   --             --            1,659         (1,659)            --
Adjustment for change in fiscal year of
    pooled companies                                             --             --               --            253             --
Distribution to shareholder of pooled company                    --             --               --           (650)            --
Net earnings for the year                                        --             --               --         27,621             --
                                                             ------        -------         --------       --------       --------
BALANCE AT MARCH 29, 1997                                    26,252         41,348          116,522        105,474           (977)

Common stock issued upon exercise of
    employee stock options, including tax effect                929         14,109               --             --             --
Amortization of unearned compensation
    related to stock option plans                                --             --              667             --             --
Net earnings for the year                                        --             --               --         35,426             --
                                                             ------        -------         --------       --------       --------
BALANCE AT MARCH 28, 1998                                    27,181         55,457          117,189        140,900           (977)

Common stock issued upon exercise of
    employee stock options, including tax effect                782          8,096               --             --             --
Amortization of unearned compensation related
    to stock option plans                                        --             --              322             --             --
Net earnings for the year                                        --             --               --            182             --
                                                             ------        -------         --------       --------       --------
BALANCE AT APRIL 3, 1999                                     27,963        $63,553         $117,511       $141,082          $(977)
                                                             ======        =======         ========       ========       ========
</TABLE>


         The accompanying notes are an integral part of this statement.

                                       27
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

          DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Kent Electronics Corporation (the "Company") is a national specialty distributor
of electronic connectors, electronic wire and cable, networking products, and
other passive and electromechanical products and interconnect assemblies used in
assembling and manufacturing electronic equipment.  In addition, the Company
provides network integration services, including network design, product
configuration, maintenance programs and technical support.  The Company also
provides contract manufacturing services including printed circuit board
assembly, sheet metal fabrication, plastic injection molding, powder painting,
battery power pack and cable assembly, and final integration.  The Company's
customers are primarily industrial users, original equipment manufacturers and
other major corporations throughout the United States.

PRINCIPLES OF CONSOLIDATION

Kent Electronics Corporation consolidates its accounts with those of its wholly-
owned subsidiaries.  All material intercompany transactions have been
eliminated.

FISCAL YEAR

The Company's fiscal year ends on the Saturday closest to the end of March.  The
fiscal year ended April 3, 1999 consisted of 53 weeks.  The fiscal years ended
March 28, 1998 and March 29, 1997 both consisted of 52 weeks.

USE OF ESTIMATES

In preparing the financial statements in conformity with generally accepted
accounting principles, 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.

CASH AND CASH EQUIVALENTS

The Company's presentation of cash includes cash equivalents.  Cash equivalents
are defined as short-term investments with maturity dates at purchase of ninety
days or less.  Cash equivalents include $203.6 million and $142.1 million
invested in institutional money market funds at April 3, 1999 and March 28,
1998, respectively.

Securities purchased under agreements to resell (reverse repurchase agreements)
result from transactions that are collateralized by negotiable securities and
are carried at the amounts at which the securities will subsequently be resold.
It is the policy of the Company not to take possession of securities purchased
under agreements to resell.  At April 3, 1999 and March 28, 1998, agreements to
resell securities in the amount of $3.3 million with a three-day maturity and
$32.2 million with a fourteen-day maturity were outstanding, respectively.

TRADING SECURITIES

The Company has classified all investment securities as trading securities which
are measured at fair value in the financial statements with unrealized gains and
losses included in earnings.  Realized and unrealized gains and losses, included
in other income, are reflected in the following table:

                                       28
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

<TABLE>
<CAPTION>
                                                       1999           1998           1997
                                                   ------------   ------------   -------------
                                                                 (In thousands)
<S>                                                <C>            <C>            <C>
Net unrealized loss on trading securities
     at beginning of year                                $  54           $  --          $ 257
Increase (decrease) in unrealized loss
     included in earnings during the year                  327              54           (169)
Realized loss from sale of trading
     securities                                           (381)             --            (88)
                                                         -----           -----          -----
Net unrealized loss on trading securities
     at end of year                                      $  --           $  54          $  --
                                                         =====           =====          =====
</TABLE>

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of the
related assets.  Leasehold improvements are amortized over the life of the lease
or the service life of the improvements, whichever is shorter.

COSTS IN EXCESS OF NET ASSETS ACQUIRED

Costs in excess of net assets acquired represents the excess of the purchase
price over the value of net assets acquired and is being amortized on a
straight-line basis over 40 years.  Management evaluates these costs for
impairment whenever events or changes in circumstances indicate that the
carrying amounts may not be recoverable. Impairment would be recognized if the
carrying amounts of such costs cannot be recovered by the net cash flows they
will generate.

REVENUE RECOGNITION

Revenue is recognized upon shipment of merchandise to customers.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents, accounts receivable, accounts
payable, accrued expenses and amounts included in other assets and liabilities
meeting the definition of a financial instrument approximates fair value.

At April 3, 1999, long-term debt had a carrying value of $207.0 million and an
estimated fair value of $155.3 million, which was based on the closing market
price.

EARNINGS PER SHARE

Basic earnings per common share is computed using the weighted average number of
shares outstanding. Diluted earnings per common share is computed using the
weighted average number of shares outstanding adjusted for the incremental
shares attributed to outstanding options to purchase common stock.  Incremental
shares of 0.4 million, 1.5 million and 2.0 million in 1999, 1998 and 1997,
respectively, were used in the calculation of diluted earnings per common share.
Options to purchase 1.1 million, 0.4 million and 0.1 million shares of common
stock in 1999, 1998 and 1997, respectively, were not included in the computation
of diluted earnings per common share because the option exercise price was
greater than the average market price of the common stock.  The calculation of
earnings per share does

                                       29
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

not include approximately 4.2 million shares issuable upon conversion of the
4.5% convertible subordinated notes because inclusion of such shares would be
antidilutive.

STOCK-BASED COMPENSATION

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its plans and does not
recognize compensation expense for its stock-based compensation plans other than
for options granted with exercise prices of less than the stock's market value
at the date of grant.  The footnotes include the pro forma disclosures of the
effect on net income and earnings per share as if the fair value method
suggested in Statement of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation" had been applied.

NEW PRONOUNCEMENTS

In March 1998, the AICPA issued Statement of Position 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" (SOP 98-1).
SOP 98-1, which is effective for fiscal years beginning after December 15, 1998,
requires that certain costs incurred in connection with internal-use computer
software projects be capitalized.  The Company adopted SOP 98-1 in fiscal 1999
with no material effect on the Company's financial position or results of
operation, as this accounting standard is consistent with the Company's existing
policy.


                             BUSINESS ACQUISITIONS

FUTRONIX AND WIRE & CABLE

In January 1997, the Company acquired all the outstanding equity instruments of
Futronix Corporation ("Futronix") and Wire & Cable Specialties Corporation
("Wire & Cable"), both privately owned distributors of specialty wire and cable,
in exchange for 2.1 million shares of the Company's common stock in a merger
transaction accounted for as a pooling of interests.

Prior to the merger, Futronix and Wire & Cable used a calendar year end for
financial reporting purposes.  The Futronix and Wire & Cable balance sheets and
results of operations for the 52 weeks ending March 29, 1997 have been included
in the consolidated financial statements for fiscal 1997.  During the three-
month period ended March 30, 1996, Futronix and Wire & Cable had net sales of
$16.2 million, net earnings of $0.4 million and shareholder distributions of
$0.1 million.  In order to reflect the change in fiscal year-ends, retained
earnings for these amounts has been increased by combined net earnings and
decreased by shareholder distributions.

In the fourth quarter of fiscal 1997, the Company recorded costs of $5.5 million
associated with the merger and integration of Futronix and Wire & Cable.

EMC DISTRIBUTION DIVISION OF ELECTRONICS MARKETING CORPORATION

In December 1996, the Company acquired certain assets of the EMC Distribution
Division of Electronics Marketing Corporation, a privately owned Ohio-based
specialty distributor of connectors, passive and electromechanical components,
for $7.0 million and the assumption of certain liabilities.  The acquisition has
been accounted for as a purchase and, accordingly, the acquired assets and
liabilities have been recorded at their estimated fair values at the date of
acquisition. The operating results arising from the acquisition are included in
the consolidated statements of earnings from the acquisition date.  The excess
of the purchase price over the value of the assets acquired is classified in the
accompanying balance sheet as cost in excess of net assets acquired and is being
amortized on a straight-line basis over 40 years.  Pro forma financial
information is not presented, as the effect of the acquisition was not
significant to the financial statements.

                                       30
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

                              ACCOUNTS RECEIVABLE

The Company's allowance for doubtful accounts was $1.0 million at April 3, 1999
and $1.2 million at March 28, 1998.


                                  OTHER ASSETS

At April 3, 1999, other current assets and other assets included $1.4 million
and $1.8 million, respectively, of receivables from certain officers and
directors of the Company.  At March 28, 1998, other assets included $3.1 million
of such receivables.


                                  INCOME TAXES

The Company accounts for income taxes using the liability method.  Under the
liability method, deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax bases of assets and
liabilities as measured by the enacted tax rates which will be in effect when
these differences reverse.  Deferred tax expense is the result of changes in
deferred tax assets and liabilities.

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                                      1999               1998              1997
                                                ----------------   ----------------   ---------------
                                                                    (In thousands)
<S>                                             <C>                <C>                <C>
Current                                                 $(6,914)           $15,417            $16,316
Tax reduction for exercise of stock options
  credited to stockholders' equity                        3,944              7,218              1,154
Deferred                                                  3,082                106                  9
                                                        -------            -------            -------
                                                        $   112            $22,741            $17,479
                                                        =======            =======            =======
</TABLE>

A reconciliation of income taxes computed at the statutory federal income tax
rate and income taxes reported in the consolidated statements of earnings
follows:

<TABLE>
<CAPTION>
                                                                  1999                1998               1997
                                                            -----------------   ----------------   ----------------
                                                                                 (In thousands)
<S>                                                         <C>             <C>                <C>
Tax at statutory rate                                              $ 103            $20,358            $15,785
Increases (reductions)
          State income taxes, net of federal tax effect              245              1,780              1,377
          Pre-acquisition earnings of
            acquired S corporation                                    --                 --               (217)
          Non-deductible merger and integration costs                 --                 --                291
          Other-net                                                 (236)               603                243
                                                                   -----            -------            -------
Income taxes as reported                                           $ 112            $22,741            $17,479
                                                                   =====            =======            =======
</TABLE>

                                       31
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

                            INCOME TAXES (CONTINUED)

Net deferred tax assets at April 3, 1999 and March 28, 1998 consist of the
following:

<TABLE>
<CAPTION>
                                                              1999                 1998
                                                          ------------        --------------
                                                                  (In thousands)
<S>                                                      <C>             <C>
Current deferred asset
   Allowance for doubtful accounts                          $    345            $   433
   Capitalization of additional inventory costs                2,012              1,647
   Accrued expenses not currently deductible,
       net of reversals                                          597                412
   Net operating losses                                        1,233                314
   Other                                                          29                568
                                                            --------            -------
                                                            $  4,216            $ 3,374
                                                            ========            =======
Long-term deferred (liability) asset
   Depreciation                                             $(11,432)           $(4,474)
   Fixed asset bases differences                                 335                384
   Stock compensation                                            446              1,750
   Net operating losses                                          143                143
   Deferred compensation                                       1,973              2,266
   Other                                                          24                 24
                                                            --------            -------
                                                            $ (8,511)           $    93
                                                            ========            =======
</TABLE>

Acquired net operating losses of approximately $1.3 million at April 3, 1999,
expire in various amounts through 2003, and are subject to annual usage
limitations.  State tax loss carryforwards of approximately $21.6 million at
April 3, 1999, expire primarily in 2004.

The current deferred asset is included in other current assets in the
accompanying balance sheets.


                                      DEBT

In September and October 1997, the Company issued $207.0 million of 4.5%
Convertible Subordinated Notes due 2004 (the "Notes").  The Notes are
convertible into Kent common stock at a conversion price of $49.53 per share,
subject to adjustment in certain events. Interest is payable semi-annually on
March 1 and September 1 of each year, and the Notes are redeemable at the option
of the Company at set redemption prices (which range from 100.64% to 102.57% of
principal), plus accrued interest, beginning September 6, 2000.


                         COMMITMENTS AND CONTINGENCIES

The Company conducts a portion of its operations in leased office, warehouse,
and manufacturing facilities and also leases transportation equipment.  Rent
expense for 1999, 1998 and 1997 was approximately $4.5 million, $4.1 million and
$3.5 million, respectively.

As of April 3, 1999, the Company's minimum rental commitments under
noncancelable operating leases were $3.5 million in 2000; $2.6 million in 2001;
$1.9 million in 2002; $0.9 million in 2003; and $0.4 million in 2004.

The Company has instituted a self-insurance program for employees' major medical
coverages.  Claims under the self-insurance program are insured for amounts
greater than $0.1 million per employee.  The aggregate annual self-insured

                                       32
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

amount varies based on participant levels and was limited to approximately $5.4
million as of April 3, 1999.  Claims are accrued as incurred and the total
expense under the program was approximately $5.2 million, $3.9 million and $2.8
million in 1999, 1998 and 1997, respectively.

The Company is engaged in litigation occurring in the normal course of business.
In the opinion of management, based upon advice of counsel, the ultimate outcome
of these lawsuits will not have a material impact on the Company's consolidated
financial statements.

The Company has severance agreements with certain executive officers that become
operative only upon a change in control of the Company.  Compensation which may
be payable under these agreements has not been accrued in the consolidated
financial statements as a change in control, as defined, has not occurred.


                              STOCKHOLDERS' EQUITY

FAIR PRICE PROVISION

The Company has adopted a fair price provision relating to certain business
combinations.  The fair price provision provides that, except in certain
circumstances, a business combination between the Company and an interested
shareholder must be approved by the affirmative vote of the holders of 80% of
the outstanding voting stock, unless certain pricing and procedural requirements
regarding the business combination are satisfied.

STOCKHOLDER RIGHTS PLAN

Under the Company's amended and restated stockholder rights plan, there is one-
third of an equity purchase right associated with each outstanding share of the
Company's common stock. Upon the occurrence of certain events, each right would
entitle the holder to purchase, at a price of $40, one one-hundredth of a share
of the Company's Series A Preferred Stock.  Additionally, under certain
circumstances, each holder of rights may be entitled to purchase either the
Company's common stock or securities of an acquiring entity at half of market
value.

                                       33
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

                                 BENEFIT PLANS

STOCK OPTIONS

At April 3, 1999, the Company had nonqualified stock option plans which allow
for the grant of 2.8 million common shares for options, of which 0.8 million are
available for future grants. Options granted under the plans have a maximum term
of 15 years and are exercisable under the terms of the respective option
agreements.  Under some plans, options may be granted with exercise prices of
less than the stock's market value at the date of grant.  On September 1, 1998,
the Stock Option Committee of the Company's Board of Directors approved a stock
option repricing program whereby each eligible stock option was amended to have
an exercise price equal to $8.94, the closing market price of the Company's
common stock on that date.  Options held by the Company's directors and
executive officers were excluded from the repricing program.  As a result,
approximately 0.6 million options were amended.  The terms during which the
amended stock options may be exercised were extended two years for approximately
0.4 million options.  All other terms and conditions remained the same.  A
summary of the Company's stock option activity and related information follows:

<TABLE>
<CAPTION>
                                                   1999                        1998                     1997
                                      --------------------------   -------------------------  --------------------------
(In thousands, except per share                      Weighted                    Weighted                    Weighted
 data)                                               average                     average                     average
                                       Options    exercise price   Options    exercise price   Options    exercise price
                                       -------    --------------   -------    --------------   -------    --------------
<S>                                    <C>        <C>              <C>        <C>              <C>        <C>
Outstanding at beginning of year         2,736         $15.16        3,435         $12.00        2,570          $ 8.44
Granted                                    469           9.94          506          23.94        1,144           19.72
Exercised                                 (782)          5.00         (929)          7.37         (208)           8.49
Lapsed/forfeited                          (170)         17.91         (276)         17.58          (71)          17.84
                                         -----         ------        -----         ------        -----          ------
Outstanding at end of year               2,253         $14.47        2,736         $15.16        3,435          $12.00
                                         =====         ======        =====         ======        =====          ======
Exercisable at end of year               1,008         $16.86        1,357         $11.38        1,553          $ 7.68
                                         =====         ======        =====         ======        =====          ======
</TABLE>

The following table summarizes the weighted average fair value per share at date
of grant of options granted during the year:

<TABLE>
<CAPTION>
                                            1999                              1998                               1997
                             --------------------------------    ------------------------------    ------------------------------
                               Weighted                           Weighted                           Weighted
                                average      Weighted average     average      Weighted average      average      Weighted average
                              fair value      exercise price     fair value     exercise price      fair value     exercise price
                             -----------     ----------------    ----------    ----------------     ----------    ----------------
<S>                          <C>             <C>                <C>            <C>                <C>             <C>
Exercise price equals
  market price                       $4.98              $9.94          $9.54             $23.94           $ 5.00            $19.73
Exercise price is
  below market price                    --                 --             --                 --            26.11             19.31
</TABLE>

                                       34
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
      Fiscal years ended April 3, 1999, March 28, 1998 and March 29, 1997

                          BENEFIT  PLANS  (CONTINUED)

The following table summarizes significant ranges of outstanding and exercisable
options at April 3, 1999:

<TABLE>
<CAPTION>
                                                            Options Outstanding                            Options Exercisable
                                         -----------------------------------------------------------    --------------------------
(In thousands, except per share data)                      Weighted average           Weighted                         Weighted
                                                            remaining life            average                          average
Range of exercise prices                    Options           (in years)           exercise price        Options    exercise price
                                         ------------    --------------------      --------------      -----------  --------------
<S>                                      <C>              <C>                       <C>                 <C>          <C>
$ 6.96 - $10.44                                   902             7.50                  $ 8.89               208        $ 9.05
$11.78 - $17.67                                   456             4.49                   12.97               230         12.25
$18.00 - $27.00                                   825             2.87                   19.77               500         19.88
$29.63 - $44.44                                    70             2.61                   33.77                70         33.77
                                                -----                                                      -----
                                                2,253                                                      1,008
                                                =====                                                      =====
</TABLE>


The fair value of options at the date of grant was estimated using the Black-
Scholes option pricing model with the following weighted average assumptions:

                               1999         1998         1997
                            ----------   ----------   ----------
     Expected life             3.7 years    2.6 years    2.3 years
     Interest rate             5.0%         5.8%         6.3%
     Volatility               65.1%        58.3%        34.6%
     Dividend yield            0.0%         0.0%         0.0%

Stock-based compensation costs would have reduced net earnings by approximately
$3.3 million, $1.8 million and $1.4 million in 1999, 1998 and 1997 and $0.12,
$0.07 and $0.05 per basic and diluted share if the fair values of the options
granted in those years had been recognized as compensation expense over the
vesting period of the grant.

TAX-DEFERRED SAVINGS AND RETIREMENT PLAN AND TRUST

The Company sponsors a Tax-Deferred Savings and Retirement Plan (the Plan)
covering substantially all employees.  Under the Plan, a participating employee
may allocate up to 12% of salary, and the Company makes matching contributions
of up to 3% thereof.  Additionally, the Company may elect to make additional
contributions at its option.  Such contributions accrue to employee accounts
regardless of whether they have elected to participate in the salary deferral
option of the Plan.  The Company contributed approximately $1.4 million, $1.1
million and $0.9 million to the Plan in fiscal years ended April 3, 1999, March
28, 1998 and March 29, 1997, respectively.

The Company has deferred compensation plans for management and highly
compensated associates.  Under one plan, the participant may elect to defer a
maximum of 100% of compensation.  Under another plan, which was terminated in
fiscal 1999, participants could elect to defer a minimum of 3% of their
compensation.  The Company agreed to match the participant's compensation
amount, limited to 50% of the first 6% of compensation deferred.  Participants
became vested in the Company matching contributions at the rate of 10% per plan
year or vested fully at age 60.  At March 28, 1998, the Company had accrued
approximately $1.8 million for participant and Company contributions which are
recorded as long-term liabilities on the balance sheet.  In conjunction with the
termination of the plan, amounts deferred and the vested Company match were
distributed to participants.

                                       35
<PAGE>

                 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     Fiscal years ended April 3, 1999, March 28, 1998 and  March 29, 1997

The Company has a deferred benefit plan whereby the participant will receive
minimum annual payments subsequent to retirement of the participant for the
greater of 15 years, participant's life or the life of participant's spouse.
Annual expenses will be approximately $2.3 million through March 31, 2001, based
on accruing the present value of the minimum benefits through the date the
participant vests in the payments.


                 SUBSEQUENT EVENTS (SECOND PARAGRAPH UNAUDITED)

On April 5, 1999, the Company acquired all the outstanding common stock of
SabreData, Inc., for a cash purchase price of $31.0 million plus the assumption
of approximately $2.2 million of interest bearing obligations.  SabreData  is a
Texas based network integrator with sales of approximately $37.0 million for the
year ended December 31, 1998.

On June 3, 1999, the Company acquired certain assets and assumed liabilities of
Advacom, Inc. for a cash purchase price of $33.0 million plus the assumption of
approximately $21.8 million of interest bearing obligations.  Advacom is a
Pennsylvania based distributor of electronic connectors, passive and
electromechanical components with sales of approximately $111.9 million for the
year ended December 31, 1998.

                      QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of unaudited quarterly financial data for fiscal
years 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                           First             Second             Third              Fourth
                                          Quarter            Quarter            Quarter            Quarter
                                          -------            -------            -------            -------
                                                        (In thousands, except per share data)
<S>                                       <C>               <C>                 <C>                <C>
Year ended April 3, 1999
------------------------
Net sales                                   $157,057          $147,500            $155,424           $177,083
Gross profit                                  31,088            19,351              23,709             26,397
Net earnings (loss)                            4,108            (3,521)               (939)               534
Basic earnings (loss) per share                  .15              (.13)               (.03)               .02
Diluted earnings (loss) per share                .15              (.13)               (.03)               .02

Year ended March 28, 1998
-------------------------
Net sales                                   $152,080          $167,487            $177,426           $162,407
Gross profit                                  34,859            37,908              40,150             34,336
Net earnings                                   8,775             9,605              10,128              6,918
Basic earnings per share                         .33               .36                 .38                .26
Diluted earnings per share                       .32               .34                 .36                .25

Year ended March 29, 1997
-------------------------
Net sales                                   $125,144          $124,034            $126,407           $141,172
Gross profit                                  31,906            28,018              28,840             31,939
Net earnings                                   9,431             6,852               6,937              4,401
Basic earnings per share                         .37               .27                 .27                .17
Diluted earnings per share                       .34               .25                 .25                .16
</TABLE>

                                       36
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.


                                    PART III

     In accordance with paragraph (3) of General Instruction G to Form 10-K,
Part III of this Report is omitted because the Company has filed with the
Securities and Exchange Commission, not later than 120 days after April 3, 1999,
a definitive proxy statement pursuant to Regulation 14A involving the election
of directors.  Reference is made to the sections of such proxy statement
entitled "Kent Common Stock Beneficially Owned by Directors, Officers and Five
Percent Shareholders" and "Proposal 1 -- Election of Directors" which sections
of such proxy statement are incorporated herein.

                                       37
<PAGE>

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) FINANCIAL STATEMENTS AND EXHIBITS:

1. FINANCIAL STATEMENTS:
                                                                        Page
                                                                        ----
Report of Independent Certified Public Accountants                       22
Consolidated balance sheets at April 3, 1999 and March 28, 1998          23
Consolidated statements of earnings for the years ended
 April 3, 1999, March 28, 1998 and March 29, 1997                        24
Consolidated statements of cash flows for the years ended
 April 3, 1999, March 28, 1998 and March 29, 1997                        25
Consolidated statement of stockholders' equity for the years ended
 March 29, 1997,  March 28, 1998 and April 3, 1999                       27
Notes to consolidated financial statements                               28

2. FINANCIAL STATEMENT SCHEDULE:
                                                                        Page
                                                                        ----
Report of Independent Certified Public Accountants on Schedule           46
Schedule II--Allowance for Doubtful Receivables for the years ended
 March 29, 1997, March 28, 1998 and April 3, 1999.                      S-1


3. EXHIBITS:

3.1* -- Amended and Restated Articles of Incorporation of Kent Electronics
        Corporation. Incorporated by reference to Exhibit 3.1 to the Company's
        Registration Statement on Form S-3 (Registration No. 333-20265) filed
        with the Securities and Exchange Commission ("SEC") on January 23,
        1997.

3.2* -- Certificate of Designation, Preferences and Rights of Series A Preferred
        Stock. Incorporated by reference to Exhibit 3.3 to the Company's Annual
        Report on Form 10-K for the Fiscal Year Ended March 30, 1991.

3.3* -- Amended and Restated Bylaws of Kent Electronics Corporation.
        Incorporated by reference to Exhibit 3 to the Company's Quarterly Report
        on Form 10-Q for the Fiscal Quarter ended September 26, 1998 (the "1999
        Second Quarter Form 10-Q")

4.1* -- Specimen stock certificate for the Common Stock of Kent Electronics
        Corporation. Incorporated by reference to Exhibit 4.1 to the Company's
        Registration Statement on Form S-2 (Registration No. 33-40066) filed
        with the SEC on April 19, 1991.

                                       38
<PAGE>

4.2*  -- Amended and Restated Rights Agreement dated as of September 3, 1998
         between Kent Electronics Corporation and ChaseMellon Shareholder
         Services, L.L.C. Incorporated by reference to Exhibit 4 to 1999 Second
         Quarter Form 10-Q.

4.3*  -- Indenture between Kent Electronics Corporation, as Issuer, and Texas
         Commerce Bank National Association, as Trustee, dated as of September
         23, 1997. Incorporated by reference to Exhibit 4.1 to the Company's
         Quarterly Report on Form 10-Q/A for the Fiscal Quarter ended September
         27, 1997 (the "1998 Second Quarter Form 10-Q/A").

10.1* -- 1991 Non-Employee Director Stock Option Plan, as amended. Incorporated
         by reference to Exhibit 10.2 to the Company's Annual Report on Form
         10-K for the Fiscal Year Ended March 28, 1992 (the "1992 Form
         10-K").(1)

10.2* -- 1996 Non-Employee Director Stock Option Plan. Incorporated by reference
         to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the
         Fiscal Year Ended March 30, 1996 (the "1996 Form 10-K").(1)

10.3* -- Amended and Restated 1987 Stock Option Plan.  Incorporated by
         reference to Exhibit 10.3 to 1992 Form 10-K.(1)

10.4* -- Amendments of Amended and Restated 1987 Stock Option Plan. Incorporated
         by reference to Exhibit 10.8 to the Company's Annual Report on Form
         10-K for the Fiscal Year Ended April 3, 1993 (the "1993 Form 10-K").(1)

10.5* -- Stock Option Plan and Agreement for the Company's Executive Vice
         President Sales-Distribution between Kent Electronics Corporation and
         Larry D. Olson dated May 8, 1995. Incorporated by reference to Exhibit
         10.11 to the Company's Annual Report on Form 10-K for the Fiscal Year
         Ended April 1, 1995 (the "1995 Form 10-K").(1)

10.6* -- Stock Option Plan and Agreement for the Company's Executive Vice
         President Operations-Distribution between Kent Electronics Corporation
         and Mark A. Zerbe dated May 8, 1995. Incorporated by reference to
         Exhibit 10.12 to 1995 Form 10-K .(1)

10.7* -- Stock Option Plan and Agreement for the Company's Vice President,
         Secretary and Treasurer between Kent Electronics Corporation and
         Stephen J. Chapko dated May 8, 1995. Incorporated by reference to
         Exhibit 10.13 to 1995 Form 10-K.(1)

                                       39
<PAGE>

10.8*  -- Stock Option Plan and Agreement for the Company's Vice President,
          Corporate Controller between Kent Electronics Corporation and David D.
          Johnson dated May 9, 1996. Incorporated by reference to Exhibit 10.13
          to 1996 Form 10-K.(1)

10.9*  -- 1996 Employee Incentive Plan. Incorporated by reference to Exhibit
          10.14 to 1996 Form 10-K.(1)

10.10* -- Kent Electronics Corporation Tax-Deferred Savings and Retirement Plan
          and Trust (As Amended and Restated Effective March 26, 1989).
          Incorporated by reference to Exhibit 10.15 to 1996 Form 10-K.(1)

10.11* -- Kent Electronics Corporation Deferred Compensation Plan dated July 28,
          1994. Incorporated by reference to Exhibit 10.15 to 1995 Form 10-K.(1)

10.12* -- First Amendment to the Kent Electronics Corporation Deferred
          Compensation Plan. Incorporated by reference to Exhibit 10.17 to 1996
          Form 10-K.(1)

10.13* -- Trust Agreement for Kent Electronics Corporation Deferred Compensation
          Plan dated July 28, 1994. Incorporated by reference to Exhibit 10.16
          to 1995 Form 10-K.(1)

10.14* -- Contracts between Kent Electronics Corporation and AMP Products
          Corporation effective as of July 22, 1988 and July 31, 1986,
          respectively, and addenda thereto. Incorporated by reference to
          Exhibit 10.5 to the Company's Annual Report on Form 10-K for the
          Fiscal Year Ended April 1, 1989.

10.15* -- Form of Agreement by and between Kent Electronics Corporation and
          Morrie K. Abramson dated March 16, 1993. Incorporated by reference to
          Exhibit 10.21 to 1993 Form 10-K.(1)

10.16* -- Form of Executive Health Care Benefits and Consulting Agreement by and
          between Kent Electronics Corporation and Morrie K. Abramson dated
          January 27, 1993. Incorporated by reference to Exhibit 10.22 to 1993
          Form 10-K.(1)

10.17* -- Employment Agreement dated January 3, 1996 by and between Morrie K.
          Abramson and Kent Electronics Corporation. Incorporated by reference
          to Exhibit 10.22 to 1996 Form 10-K.(1)

10.18* -- Kent Electronics Corporation Chief Executive Officer Deferred
          Compensation Plan and Agreement dated January 3, 1996 by and between
          Kent Electronics Corporation and Morrie K. Abramson. Incorporated by
          reference to Exhibit 10.23 to 1996 Form 10-K.(1)

                                       40
<PAGE>

10.19* -- Trust Agreement for Kent Electronics Corporation Chief Executive
          Officer Deferred Compensation Plan and Agreement and Employment
          Agreement dated January 3, 1996 by and between Kent Electronics
          Corporation and Texas Commerce Bank National Association, as trustee.
          Incorporated by reference to Exhibit 10.24 to 1996 Form 10-K.(1)

10.20* -- Amendment to 1991 Non-Employee Director Stock Option Plan.
          Incorporated by reference to Exhibit 10.4 to 1998 Second Quarter Form
          10-Q/A.(1)

10.21* -- Amendment to Amended and Restated 1987 Stock Option Plan. Incorporated
          by reference to Exhibit 10.5 to 1998 Second Quarter Form 10-Q/A.(1)

10.22* -- Amendment to Stock Option Plan and Agreement for the Company's
          Executive Vice President Sales-Distribution between Kent Electronics
          Corporation and Larry D. Olson dated July 2, 1997. Incorporated by
          reference to Exhibit 10.6 to 1998 Second Quarter Form 10-Q/A.(1)

10.23* -- Amendment to Stock Option Plan and Agreement for the Company's
          Executive Vice President Operations-Distribution between Kent
          Electronics Corporation and Mark A. Zerbe dated July 2, 1997.
          Incorporated by reference to Exhibit 10.7 to 1998 Second Quarter Form
          10-Q/A.(1)

10.24* -- Amendment to Stock Option Plan and Agreement for the Company's Vice
          President, Secretary and Treasurer between Kent Electronics
          Corporation and Stephen J. Chapko dated July 2, 1997. Incorporated by
          reference to Exhibit 10.8 to 1998 Second Quarter Form 10-Q/A.(1)

10.25* -- Amendment to Stock Option Plan and Agreement for the Company's Vice
          President, Corporate Controller between Kent Electronics Corporation
          and David D. Johnson dated July 2, 1997. Incorporated by reference to
          Exhibit 10.9 to 1998 Second Quarter Form 10-Q/A.(1)

10.26* -- Amendment No. 1 to Employment Agreement by and among Morrie K.
          Abramson, Rolaine S. Abramson and Kent Electronics Corporation dated
          August 18, 1997. Incorporated by reference to Exhibit 10.10 to 1998
          Second Quarter Form 10-Q/A.(1)

10.27* -- Amendment No. 2 to Employment Agreement by and among Morrie K.
          Abramson, Rolaine S. Abramson and Kent Electronics Corporation dated
          November 10, 1998. Incorporated by reference to Exhibit 10.1 to the
          Company's Quarterly Report on Form 10-Q for the Fiscal Quarter ended
          December 26, 1998 (the "1999 Third Quarter Form 10-Q").(1)

                                       41
<PAGE>

10.28* -- Severance Agreement by and between Kent Electronics Corporation and
          Terrence M. Hunt dated November 10, 1998. Incorporated by reference to
          Exhibit 10.2 to 1999 Third Quarter Form 10-Q.(1)

10.29* -- Severance Agreement by and between Kent Electronics Corporation and
          Larry D. Olson dated November 10, 1998. Incorporated by reference to
          Exhibit 10.3 to 1999 Third Quarter Form 10-Q.(1)

10.30* -- Severance Agreement by and between Kent Electronics Corporation and
          Frank M. Billone dated November 11, 1998. Incorporated by reference to
          Exhibit 10.4 to 1999 Third Quarter Form 10-Q.(1)

10.31* -- Severance Agreement by and between Kent Electronics Corporation and
          Stephen J. Chapko dated November 11, 1998. Incorporated by reference
          to Exhibit 10.5 to 1999 Third Quarter Form 10-Q.(1)

10.32* -- Severance Agreement by and between Kent Electronics Corporation and
          Richard J. Hightower dated November 11, 1998. Incorporated by
          reference to Exhibit 10.6 to 1999 Third Quarter Form 10-Q.(1)

10.33* -- Severance Agreement by and between Kent Electronics Corporation and
          Mark A. Zerbe dated November 11, 1998. Incorporated by reference to
          Exhibit 10.7 to 1999 Third Quarter Form 10-Q.(1)

10.34  -- Amended and Restated 1998 Stock Option Plan.(1)

10.35  -- 1999 Stock Option Plan.(1)

10.36* -- Employment Agreement dated October 7, 1996 by and among Kent
          Electronics Corporation, Futronix Acquisition Company and Terence M.
          Hunt. Incorporated by reference to Exhibit 10.32 to the Company's
          Annual Report on Form 10-K for the Fiscal Year Ended March 28,
          1998.(1)

11     -- Computation of Earnings Per Share.

12     -- Computation of Ratio of Earnings to Fixed Charges.

21     -- Subsidiaries of Kent Electronics Corporation.

23     -- Consent of Independent Certified Public Accountants.

27     -- Financial Data Schedule.

-----------------------------
*    Incorporated by reference.
(1)  Management contract or compensatory plan or agreement

                                       42
<PAGE>

(b)  REPORTS ON FORM 8-K:

     None.

                                       43
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    KENT ELECTRONICS CORPORATION
                                    (Registrant)


                                    By: /s/ Morrie K. Abramson
                                       -----------------------
                                         Morrie K. Abramson
                                         Chairman of the Board and
                                         Chief Executive Officer

                                    Date:  June 23, 1999

                                       44
<PAGE>

     Pursuant  to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
           Signature                                Title                             Date
           ---------                                -----                             ----
<S>                               <C>                                          <C>

/s/ Morrie K. Abramson            Chairman of the Board and Chief Executive       June 23, 1999
-------------------------------   Officer and Director (Principal Executive
Morrie K. Abramson                Officer)

 /s/ Stephen J. Chapko            Executive Vice President, Chief Financial       June 23, 1999
-------------------------------   Officer, Treasurer and Secretary
Stephen J. Chapko                 (Principal Financial Officer)

 /s/ David D. Johnson             Vice President, Corporate Controller            June 23, 1999
-------------------------------   (Principal Accounting Officer)
David D. Johnson

                                  Director                                        June 23, 1999
-------------------------------
Terrence M. Hunt

 /s/ Max S. Levit                 Director                                        June 23, 1999
-------------------------------
Max S. Levit

 /s/ Larry D. Olson               Director                                        June 23, 1999
-------------------------------
Larry D. Olson

 /s/ David Siegel                 Director                                        June 23, 1999
-------------------------------
David Siegel

 /s/ Richard C. Webb              Director                                        June 23, 1999
-------------------------------
Richard C. Webb

 /s/ Alvin L. Zimmerman           Director                                        June 23, 1999
-------------------------------
Alvin L. Zimmerman
</TABLE>

                                       45
<PAGE>

                        REPORT OF INDEPENDENT CERTIFIED
                         PUBLIC ACCOUNTANTS ON SCHEDULE


                      Board of Directors and Stockholders
                          Kent Electronics Corporation

     In connection with our audit of the consolidated financial statements of
Kent Electronics Corporation and Subsidiaries for the year ended April 3, 1999,
we have also audited Schedule II for each of the three years in the period ended
April 3, 1999.  In our opinion, this consolidated schedule presents fairly, in
all material respects, the information required to be set forth therein.



                                    GRANT THORNTON LLP



Houston, Texas
May 11, 1999

                                       46
<PAGE>

                                                                     SCHEDULE II

                       VALUATION AND QUALIFYING ACCOUNTS

          Years ended March 29, 1997, March 28, 1998 and April 3, 1999
                                 (In thousands)

                       ALLOWANCE FOR DOUBTFUL RECEIVABLES


<TABLE>
<CAPTION>

                                                           Additions                 Deductions
                                              -----------------------------------    -----------
                                               Adjustment
                                               for change
                                               in pooled     Charged     Charged
                                 Balance at    Companies'    to costs    to other                  Balance at
                                 beginning    fiscal year      and      accounts-      Amounts       end of
Fiscal Years Ended               of period        ends       expenses   recoveries   written-off     period
------------------               ----------   ------------   --------   ----------   -----------   ----------
<S>                              <C>          <C>            <C>        <C>          <C>           <C>
March 29, 1997                      1,048           30          409           11           242        1,256
March 28, 1998                      1,256           --          302           38           390        1,206
April 3, 1999                       1,206           --           98           47           360          991
</TABLE>




                                      S-1
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                              SEQUENTIALLY
  EXHIBIT NO.                                  ITEM                          NUMBERED PAGES
 ------------                                 ------                         --------------
<C>               <S>                                                     <C>
      10.34       Amended and Restated 1998 Stock Option Plan.
      10.35       1999 Stock Option Plan.
         11       Computation of Earnings Per Share.
         12       Computation of Ratio of Earnings to Fixed Charges.
         21       Subsidiaries of Kent Electronics Corporation.
         23       Consent of Independent Certified Public Accountants.
         27       Financial Data Schedule.
</TABLE>