<PAGE>
                SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549
 
                /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MAY 31, 1997
 
                / / 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 1-5441
 
                ----------------------------------------------------------------
FORM 10-K       MARSHALL INDUSTRIES
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                ----------------------------------------------------------------
 
                CALIFORNIA                         95-2048764
                (STATE OR OTHER JURISDICTION       (I.R.S. EMPLOYER
                OF INCORPORATION OR                IDENTIFICATION NO.)
                ORGANIZATION)
 
                9320 TELSTAR AVENUE                (REGISTRANT'S TELEPHONE
                EL MONTE, CALIFORNIA               NUMBER,
                91731-2895                         INCLUDING AREA CODE) (626)
                (ADDRESS OF PRINCIPAL              307-6000
                EXECUTIVE OFFICES)
 
                Securities registered pursuant to Section 12(b) of the Act:
 
                COMMON STOCK, PAR VALUE $1.00      NEW YORK STOCK EXCHANGE
                PER SHARE
                (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.    / /
 
                State the aggregate market value of the voting stock held by
                non-affiliates of the Registrant.
 
                $659,824,103 (computed on the basis of $40.5625 per share, which
                was the last sale price on the New York Stock Exchange on July
                31, 1997).
 
                Indicate the number of shares outstanding of each of the
                Registrant's classes of common stock, as of the latest
                practicable date.
 
<TABLE>
<S>                   <C>                                        <C>
                      (CLASS OF STOCK)                           NUMBER OF OUTSTANDING SHARES AS OF JULY
                      COMMON STOCK, PAR VALUE $1.00 PER SHARE    31, 1997
                                                                 16,616,364
 
DOCUMENTS             Proxy Statement for Annual Meeting of Shareholders to be held October 21,
INCORPORATED          1997:  PART III
BY REFERENCE
                      ------------------------------------------------------------------------------------
</TABLE>
 
                                                                        --------
                                                                               1
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
--------------------------------------------------------------------------------
                PART I
                ITEM 1. BUSINESS
 
GENERAL
                  Marshall Industries ("Marshall" or the "Company") is among the
                largest domestic distributors of industrial electronic
                components and production supplies. The Company also provides
                its customers with a variety of value-added services, such as
                inventory management, kitting, programming of programmable logic
                devices, and testing services.
 
                  The Company distributes approximately 125,000 different
                products manufactured by over 50 major suppliers to more than
                30,000 customers, including a wide range of original equipment
                manufacturers, contract manufacturers, and value-added
                resellers. The Company emphasizes responsive customer service
                through its network of 38 sales and distribution facilities and
                3 corporate support and distribution centers in the United
                States and Canada. This local customer service is supported by
                advanced on-line management information systems, 24-hour sales
                and technical support service and an automated distribution
                facility.
 
                  The Company has a 16% equity interest in the electronics
                distribution companies of Sonepar Electronique International
                ("SEI"), one of the largest electronic components distributors
                in Europe.
 
                  The Company supplies and services a broad range of products,
                including semiconductors, passive components, connectors and
                interconnect products, and computer systems and peripheral
                products, as well as production supplies. The distribution of
                electronic components accounted for approximately 94% of total
                Company sales in each of fiscal 1996 and 1997. The distribution
                of industrial production supplies accounted for the balance, or
                6% of total Company sales in each of such periods. The Company
                believes it is the largest domestic distributor in sales volume
                of industrial production supplies to customers in the
                electronics industry.
 
                  Distributors have become an increasingly important marketing
                channel for electronics products, permitting manufacturers to
                market their products economically to a broad range of
                end-users. Most manufacturers are unable to serve their entire
                customer base directly and rely on distributors, such as the
                Company, to extend their marketing operations. Distributors not
                only provide product, but also provide technical service support
                to customers. In addition, distributors relieve manufacturers
                from a portion of the costs associated with selling their
                products, including large investments in inventories, accounts
                receivable and personnel. At the same time, distributors offer
                customers the convenience of diverse inventory, rapid
                deliveries, credit and a wide range of value-added services.
 
                  Marshall is a customer-oriented company which uses automation
                and information technology to enhance customer service and
                intimacy. The Company has invested substantial resources to
                improve its inventory management and information systems,
                thereby assisting its customers in controlling costs, reducing
                cycle times and keeping pace with changes in technology. These
                investments have also increased the Company's efficiency and
                improved its cost competitiveness. Marshall's extensive
                line-card provides customers with the opportunity to purchase
                their electronic component requirements from a single source,
                thus improving their materials resource planning and
                facilitating their inventory procurement needs. The Company
                provides additional support to its customers through field
                application engineers, electronic data interchange and other
                value-added services. Marshall also utilizes the Internet to
                allow customers to access a
 
---------
2
<PAGE>
--------------------------------------------------------------------------------
 
GENERAL
(CONTINUED)
                variety of services, including obtaining product availability
                information, prices and technical specifications. In 1997, the
                Company introduced OrderAgent, which is an on-line ordering
                system available via the Internet.
--------------------------------------------------------------------------------
 
PRODUCTS AND
SUPPLIERS
                  The distribution of semiconductor products accounted for
                approximately 76% and 72%, respectively, of total Company sales
                in fiscal 1996 and 1997. Passive components, connectors and
                interconnect products accounted for approximately 11% of total
                Company sales for each of those periods. Sales of computer
                systems and peripheral products accounted for approximately 7%
                and 11%, respectively, of total Company sales in fiscal 1996 and
                1997. Distribution of industrial production supplies accounted
                for approximately 6% of total Company sales in each of fiscal
                1996 and 1997.
 
                SEMICONDUCTOR PRODUCTS
 
                  Texas Instruments ("TI") is the Company's largest supplier of
                products. TI's semiconductor products accounted for 15% and 14%
                of total Company sales in fiscal 1996 and 1997, respectively.
                The Company carries the full range of semiconductor products
                manufactured by TI and distributes the products of a number of
                other leading American semiconductor manufacturers. The Company
                is also the major distributor in sales volume of Japanese
                semiconductor products in the United States. Sales of these
                products accounted for approximately 23% and 17% of total
                Company sales in fiscal 1996 and 1997, respectively.
                Additionally, the Company distributes components manufactured by
                European suppliers, such as Siemens Components, Inc. ("Siemens")
                and Philips Semiconductors, a North American Philips Company
                ("Philips").
 
                  Semiconductor products include memory, logic and programmable
                logic devices, microprocessors and microperipheral components.
                The Company's principal suppliers are Advanced Micro Devices,
                Inc. ("AMD"), Atmel Corporation, Cypress Semiconductor
                Corporation, Fujitsu, Hitachi, IBM Technology Products, a unit
                of IBM, Lattice Semiconductor Corporation, Linear Technology,
                NEC Electronics, Inc., Philips, Siemens, Sony Electronics, Inc.,
                Sharp Electronics Corporation, TI, Toshiba America, Inc., and
                Xilinx, Inc.
 
                PASSIVE COMPONENTS, CONNECTORS AND INTERCONNECT PRODUCTS
 
                  The Company distributes passive components, including
                multilayer ceramic, tantalum and foil capacitors as well as
                resistor networks. These products are manufactured by such
                leading suppliers as AVX Corporation and Bourns, Inc.
 
                  Connectors and interconnect products include surface mount
                sockets and fiber optic systems, along with printed circuit
                board level connectors. The Company's principal suppliers of
                connectors and interconnect products are AMP Incorporated and
                T&B/Ansley Corporation, which rank among the leading suppliers
                of these products.
 
                COMPUTER SYSTEMS AND PERIPHERALS
 
                  The Company's product offerings include liquid crystal
                displays, optical, hard and floppy disk drives, power supplies,
                monitors, motherboards for personal computers, and other systems
                components. Computer Products Inc., Fujitsu, IBM Systems Storage
                Division, NEC Electronics,
 
                                                                        --------
                                                                               3
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
 
PRODUCTS AND
SUPPLIERS
(CONTINUED)
                Inc., Quantum Corporation, Sharp Electronics Corporation, Sony
                Components Products, and Toshiba America Information Systems,
                Inc. are the major suppliers of these products to the Company.
 
                INDUSTRIAL PRODUCTION SUPPLIES
 
                  The Company believes that it is the largest domestic
                distributor in sales volume of industrial production supplies to
                customers in the electronics industry. Such supplies include
                hand tools, static control products, test equipment, soldering
                supplies and equipment and work stations. Leading suppliers
                include Cooper Tools, a division of Cooper Industries, Kester
                Solder, a division of Litton Industries, Fluke Corporation,
                Tektronix, Inc., Loctite Corporation and 3M. Although the
                distribution of industrial production supplies may be distinct
                from distribution of electronic components, the Company believes
                that there are certain synergies and strategic benefits from
                being the leading distributor of industrial production supplies.
 
                VALUE-ADDED SERVICES
 
                  In addition to the distribution of products, the Company
                provides a variety of value-added services to its customers. The
                Company provides component testing and assembly, just-in-time
                ("JIT") inventory management and delivery systems, programmable
                logic array and PROM and EPROM programming and certain types of
                testing services. In recent years, the Company has introduced a
                number of sophisticated automated inventory procurement and
                management services for its customers through its electronic
                data interchange ("EDI") and auto-replenishment programs. The
                Company also packages electronic components in production-ready
                kits to customers' specifications ("kitting"). Completed kits
                are typically shipped directly to the customer's production line
                on a JIT basis. Turnkey manufacturing solutions are offered to
                meet customer requirements or through arrangements with
                independent contract manufacturers as an extension of the
                Company's JIT/kitting business. Under such arrangements, the
                Company supplies components directly to contract manufacturers
                who perform assembly and testing to produce a completed product
                to customer specifications. Also, in fiscal 1996, the Company
                introduced 24-hour sales and technical support services for its
                customers.
 
                  Marshall and Wyle Electronics ("Wyle") formed a value-added
                services joint venture called Accord Contract Services LLC
                ("Accord") in August, 1996. The joint venture is designed to
                provide material management services such as component kitting,
                turnkey manufacturing solutions and auto-replenishment systems.
                Subsequent to May 31, 1997, Wyle was acquired by Raab Karcher
                AG, an indirect wholly owned subsidiary of VEBA AG. The Company
                is currently evaluating the impact of this change in control of
                Wyle on Accord.
--------------------------------------------------------------------------------
 
RELATIONSHIP WITH
SUPPLIERS
                  The majority of the products sold by the Company are purchased
                pursuant to distributor agreements. These agreements are
                typically for terms of one year, renewable annually, non-
                exclusive, and authorize the Company to sell through its sales
                and distribution locations all or a portion of the products
                produced by that manufacturer. These agreements may be canceled
                by either party on short notice and generally provide for a
                return of the manufacturer's inventory upon cancellation. The
                Company's ten largest suppliers accounted for approximately 60%
                and 58% of total Company sales in fiscal 1996 and 1997,
                respectively. Except for TI, which accounted for 15% and 14% of
                total Company sales for fiscal 1996 and 1997, respectively, no
                other supplier
 
---------
4
<PAGE>
--------------------------------------------------------------------------------
 
RELATIONSHIP WITH
SUPPLIERS
(CONTINUED)
                accounted for more than 10% of total Company sales in such
                periods. Cancellation of an agreement with, or trade
                restrictions affecting purchases from, a major supplier could
                have a material adverse effect upon the Company's business. The
                Company believes that it has satisfactory relationships with its
                suppliers. Nonetheless, because of uncertainties relating to
                U.S. trade issues, the possibility exists that continued access
                to Japanese products could be affected. In addition, the Company
                cannot determine the direction of U.S. trade policy or its
                ultimate effect on the competitive environment and the Company's
                results.
 
                  Most manufacturers of electronic components, including foreign
                manufacturers, protect authorized distributors, such as the
                Company, against potential inventory losses from declining
                prices and obsolescence. To protect their distributors from
                declining market prices, most electronic component manufacturers
                allow their distributors pricing adjustments as products are
                sold to customers as well as credits on unsold inventory when
                the manufacturers reduce prices on their price lists. In
                addition, under the terms of many such agreements, the
                distributor has the right to return to the manufacturer, for
                credit, any product classified as obsolete by the manufacturer
                and a specified portion of other inventory items purchased
                within a designated period of time. In the event of a
                termination of a distributor agreement, the manufacturer is
                generally required to purchase from the distributor the products
                of such manufacturer carried in the distributor's inventory. In
                some cases, the repurchase of the inventory requires a
                restocking charge. Such agreements provide important but not
                complete protection from inventory losses. No assurance can be
                given, however, that such price adjustment and return policies
                will continue.
 
                  To service its kitting and turnkey contract manufacturing
                customers, the Company must buy a certain amount of products
                from third parties on a non-franchised basis. Since there are
                typically no return or price protection provisions applicable to
                these purchases, there are significantly greater inventory risks
                associated with kitting and turnkey contract manufacturing
                orders than with the purchase and stocking of inventory pursuant
                to its normal distributor agreements.
--------------------------------------------------------------------------------
 
SALES AND
MARKETING
                  Distributors offer electronics customers the convenience of
                immediate price and delivery information, backlog status,
                diverse off-the-shelf inventories in small and large quantities,
                rapid deliveries and the financing of their purchases. The
                Company's electronics distribution business services
                approximately 30,000 customers, the majority of which are small
                and medium size companies in the following industries:
                computers, communications, capital and office equipment,
                industrial control and medical equipment and systems
                integration. In recent years, contract manufacturers have also
                become major customers for electronic component distributors,
                including the Company, as many original equipment manufacturers
                have outsourced their purchasing and manufacturing functions to
                them. No single customer accounted for more than 6% of the
                Company's sales during any of the last five fiscal years.
 
                  The Company's products are sold by both field and inside sales
                people. Sales personnel work directly with customers providing
                price, delivery, backlog and technical information regarding the
                products which the Company distributes. Approximately 45% of the
                Company's employees were involved in sales at May 31, 1997.
 
                  Most of the Company's branches are also staffed by field
                application engineers who provide technical assistance to
                customers in their design of new products. Through this process,
                Marshall has the opportunity to develop a preferred or exclusive
                supply relationship with respect to components incorporated into
                the resulting products. The Company believes that field
                application engineers play an important role in its marketing
                efforts.
 
                                                                        --------
                                                                               5
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
 
SALES AND
MARKETING
(CONTINUED)
 
                  Each sales and distribution center is electronically linked to
                the Company's central computer system, which provides fully
                integrated on-line, real-time data with respect to the Company's
                nationwide inventory levels. The Company's computer system
                facilitates the control of purchasing and payables, shipping and
                receiving, and billing and collections. A salesperson may order
                shipment of a product from any distribution center within a
                matter of minutes. The Company has made significant investments
                in its computerized information systems which management
                believes have the capabilities to support future changes and
                enhancements required to meet market needs and growth. These
                systems have also allowed the Company to
                increase its EDI capabilities with its suppliers and customers.
                In addition, the Company has an electronic telecommunications
                service that allows customers to design, engineer and purchase
                products via the Internet. To increase their customer service
                and productivity capabilities, the outside field sales staff has
                been equipped with laptop computers. Due to the high volume of
                transactions and the cost competitiveness of the electronic
                components distribution industry, the Company believes that the
                expansion and upgrading of its information technology
                capabilities will be an ongoing requirement.
 
                  The Company currently has a national distribution network in
                the United States and Canada consisting of 38 sales and
                distribution centers and 3 corporate support and distribution
                centers. The Company believes that it has sales facilities in
                all of the major electronic products markets in the United
                States, including the Los Angeles/Orange County, San
                Francisco/Silicon Valley, Boston, Chicago, Denver, Philadelphia,
                Portland, Seattle, Connecticut, Florida, New Jersey, Georgia,
                Maryland, Minnesota, Ohio, Nevada and Texas areas. In Canada the
                Company has sales facilities in Toronto, Montreal and Vancouver.
 
                  As described in Note 6 to the consolidated financial
                statements, the Company has made an investment in SEI, one of
                the largest electronic component distributors in Europe.
                Subsequent to May 31, 1997 the Company converted its note
                receivable plus accrued interest into an equity interest of 16%
                in SEI's electronics distribution companies.
 
                  At May 31, 1997, the Company had approximately 1,400
                employees, substantially all of whom were employed full-time.
--------------------------------------------------------------------------------
 
BACKLOG
                  Information concerning backlog is not material to an
                understanding of the Company's business, as the Company's
                objective is to ship orders on the same day they are received
                unless the customer has requested a specific future delivery
                date on an order. Additionally, it is common industry practice
                for customers, in most cases, to be able to re-schedule or
                cancel orders for standard products with future delivery dates
                without significant penalties. In the electronics industry, the
                book-to-bill ratio, which is the ratio of sales orders received
                to shipments made, is commonly used as an indicator of business
                trends. A book-to-bill ratio greater than 1.00 reflects bookings
                in excess of billings and thus increasing sales trends. For most
                of calendar 1996, this book-to-bill ratio experienced declining
                trends and was generally below 1.00 for both the industry and
                the Company. This indicator has improved since the latter part
                of calendar 1996 and is currently above 1.00 for the industry
                and the Company.
--------------------------------------------------------------------------------
 
CERTAIN
CONSIDERATIONS
 
                CYCLICAL NATURE OF ELECTRONICS INDUSTRY; FLUCTUATIONS IN
                QUARTERLY OPERATING RESULTS
 
                  The Company's business is affected by the cyclical nature of
                the electronics industry and overall trends in the general
                economy. The electronics distribution industry is very sensitive
                to fluctuating market conditions, primarily caused by changes in
                the supply and demand for electronic products, which impact
                product availability and prices. As a result, the Company's
                financial results may reflect significant variations from period
                to period due to these factors. Other factors which affect
                operating results include but are not limited to availability of
                products
 
---------
6
<PAGE>
--------------------------------------------------------------------------------
 
CERTAIN
CONSIDERATIONS
(CONTINUED)
                from suppliers, the product mix sold by the Company, price
                competition for products sold by the Company, price decreases or
                obsolescence on inventory that is not price protected or
                returnable to suppliers, and the ability of the Company's
                customers to pay their obligations.
 
                NATURE OF DISTRIBUTOR AGREEMENTS
 
                  The Company's distributor agreements with its suppliers are
                non-exclusive. Consequently, the Company competes with numerous
                other distributors who sell the same or similar products, as
                well as with its suppliers, which tend to sell directly to their
                larger customers. The distributors' customers are generally
                smaller and less credit worthy than the principal customers of
                the suppliers. The Company's distributor agreements are also
                terminable on short notice. Suppliers have from time to time
                terminated such agreements with the Company and there can be no
                assurance that such terminations will not occur in the future.
                The Company's ten largest suppliers accounted for approximately
                60% and 58% of the Company's total sales in fiscal 1996 and
                1997, respectively. The loss of a key supplier could have a
                material adverse effect upon the Company and its future results
                of operations.
 
                PRODUCT SUPPLIES AND PRICING
 
                  From time to time, the industry has experienced product
                shortages and excess supplies. The prices and margins on the
                Company's products are often materially impacted by these
                product shortages and excess supplies. Since late calendar 1995,
                there has been an increase in the availability of electronic
                component products, particularly memory devices. Since that
                time, memory devices have experienced significant market pricing
                and margin pressures.
 
                COMPETITION
 
                  Supplying and servicing the electronics industry is a highly
                competitive business. The Company competes with other large
                national distributors, numerous local and regional distributors,
                as well as some of the Company's suppliers. The Company believes
                that competition is based primarily on customer service, product
                lines, product availability, competitive pricing and technical
                information, as well as value-added services.
 
                  From time to time, the Company has experienced competition
                from "unauthorized" U.S. distributors and brokers of electronic
                components who purchase these products from various sources,
                including sources outside the United States, at prices below
                those which the Company may purchase such products directly from
                its suppliers. In addition, a limited number of the Company's
                customers have moved their manufacturing operations out of the
                United States in recent years. Such changes have not had a
                material impact on the Company's business.
 
                DEPENDENCE UPON KEY PERSONNEL
 
                  The Company's success depends to a significant extent upon the
                continued contributions of its management and key employees. The
                loss of these key employees could adversely impact the Company.
                The Company's future success will also depend in part upon its
                ability to attract and retain highly qualified personnel.
--------------------------------------------------------------------------------
 
                ITEM 2. PROPERTIES
 
                  The Company presently has 38 sales and distribution facilities
                and 3 corporate support and distribution centers. The Company's
                executive offices and corporate support and distribution center
                are located in El Monte, California. This facility is Company
                owned, has 258,000 square feet of space and utilizes an
                automated inventory handling system. The Company owns an
                additional 65,500 square foot warehouse and office facility in
                El Monte.
 
                                                                        --------
                                                                               7
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
 
                  In addition to the El Monte facilities, a majority of the
                sales and distribution facilities located in Marshall's major
                markets are Company owned. The three largest facilities range
                from approximately 58,000 to approximately 65,000 square feet in
                size and are located in Milpitas, California; Irvine,
                California; and Boston, Massachusetts. The Company also owns
                facilities in Austin, Texas; Endicott, New York; San Diego,
                California; and Wallingford, Connecticut of approximately 8,000
                to 15,000 square feet each.
 
                  The Company leases its remaining sales and distribution
                facilities. They are located in cities throughout the United
                States and Canada, vary in size depending on sales volume and
                are subject to leases whose initial terms expire at various
                dates through fiscal 2002. Substantially all of those leases
                include renewal provisions.
 
                  In the opinion of the Company, the current facilities are
                adequate for the Company's operating requirements.
--------------------------------------------------------------------------------
 
                ITEM 3. LEGAL PROCEEDINGS
 
                  There are no material pending legal proceedings to which the
                Company is a party.
--------------------------------------------------------------------------------
 
                ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
                  No matter was submitted to a vote of security holders during
                the quarter ended May 31, 1997.
 
                PART II
                ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                      STOCKHOLDER MATTERS
 
                  The Company's Common Stock is listed on the New York Stock
                Exchange under the symbol MI. The following table shows, for the
                periods indicated, the published closing sale prices per share
                for the Company's Common Stock.
 
<TABLE>
<S>                                  <C>          <C>
--------------------------------------------------------
                                      High         Low
--------------------------------------------------------
FISCAL YEAR 1996
  First Quarter                      $ 35         $ 26  1/4
  Second Quarter                       37  3/4      32
  Third Quarter                        35  1/8      29  3/4
  Fourth Quarter                       32  1/4      29  1/2
--------------------------------------------------------
FISCAL YEAR 1997
  First Quarter                      $ 30  7/8    $ 26  1/4
  Second Quarter                       32  1/8      27  3/4
  Third Quarter                        33  1/8      28  3/4
  Fourth Quarter                       36  3/8      30  1/2
--------------------------------------------------------
</TABLE>
 
                  The Company had approximately 5,000 shareholders at July 31,
                1997. It has never paid a cash dividend. Earnings have been
                retained to provide for the growth and expansion of the
                Company's business. The Board of Directors periodically
                considers whether or not to pay dividends. At this time, the
                Company does not plan to pay dividends.
 
---------
8
<PAGE>
--------------------------------------------------------------------------------
 
                ITEM 6. SELECTED FINANCIAL DATA
 
                  The following table sets forth selected financial data with
                respect to the consolidated statements of income of the Company
                for the five fiscal years ended May 31, 1997, and the
                consolidated balance sheets of the Company at year end for each
                of those years. The selected financial data is derived from
                consolidated financial statements for such years and at such
                dates as audited by Arthur Andersen LLP, independent public
                accountants, including the consolidated statements of income for
                the three years ended May 31, 1997, and the consolidated balance
                sheets at May 31, 1996 and 1997 included elsewhere herein.
 
--------------------------------------------------------------------------------
 
CONSOLIDATED
STATEMENTS OF
INCOME
 
<TABLE>
<CAPTION>
Years Ended May 31,                                   1993      1994      1995       1996        1997
<S>                                                 <C>       <C>       <C>       <C>         <C>
--------------------------------------------------------------------------------------------------------
                                                          (In thousands except for per share data)
Net sales                                           $652,899  $822,548  $1,009,315 $1,164,812 $1,184,604
Cost of sales                                        502,955   652,121   820,571     955,331     988,371
--------------------------------------------------------------------------------------------------------
  Gross profit                                       149,944   170,427   188,744     209,481     196,233
Selling, general and administrative expenses         108,394   112,220   117,287     123,188     128,927
--------------------------------------------------------------------------------------------------------
  Income from operations                              41,550    58,207    71,457      86,293      67,306
Interest expense (income) -- net(1)                    2,016     1,931     1,916         989      (1,197)
--------------------------------------------------------------------------------------------------------
  Income before provision for income taxes            39,534    56,276    69,541      85,304      68,503
Provision for income taxes                            15,640    23,105    29,130      35,250      28,850
--------------------------------------------------------------------------------------------------------
Net income                                          $ 23,894  $ 33,171  $ 40,411  $   50,054  $   39,653
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Net income per share(2)                             $   1.38  $   1.91  $   2.32  $     2.86  $     2.32
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Cash dividends per share(3)                               --        --        --          --          --
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding         17,278    17,357    17,439      17,507      17,070
</TABLE>
 
--------------------------------------------------------------------------------
 
CONSOLIDATED
BALANCE SHEETS --
SUMMARY
 
<TABLE>
<CAPTION>
May 31,                                               1993      1994      1995       1996        1997
<S>                                                 <C>       <C>       <C>       <C>         <C>
--------------------------------------------------------------------------------------------------------
                                                                       (In thousands)
Working capital                                     $206,970  $229,019  $254,394  $  284,508  $  330,962
Total assets                                         330,844   363,659   423,307     472,611     539,673
Long-term debt, net of current portion                54,468    34,742    45,205      25,000      50,000
Shareholders' investment                             202,791   238,716   279,752     329,994     348,942
</TABLE>
 
--------------------------------------------------------------------------------
 
                (1)  AMOUNTS ARE NET OF INTEREST INCOME OF $1.2 MILLION, $1.7
                     MILLION AND $2.6 MILLION IN 1995, 1996 AND 1997,
                     RESPECTIVELY.
                (2)  NET INCOME PER SHARE IS COMPUTED ON THE BASIS OF THE
                     WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
                     OUTSTANDING DURING EACH YEAR. ALL AMOUNTS HAVE BEEN
                     RESTATED TO REFLECT THE TWO FOR ONE STOCK SPLIT ON FEBRUARY
                     28, 1994.
                (3)  THE COMPANY HAS NEVER PAID A CASH DIVIDEND. EARNINGS HAVE
                     BEEN RETAINED TO PROVIDE FOR THE GROWTH AND EXPANSION OF
                     THE COMPANY'S BUSINESS.
 
                                                                        --------
                                                                               9
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
--------------------------------------------------------------------------------
 
                ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS
 
CONSOLIDATED
RESULTS OF
OPERATIONS
                  The following table sets forth items in the consolidated
                statements of income as a percent of net sales for periods
                shown:
 
<TABLE>
<CAPTION>
-------------------------------------------------------------
Years Ended May 31,                   1995     1996     1997
-------------------------------------------------------------
<S>                                  <C>      <C>      <C>
Net sales                             100.0%   100.0%   100.0%
Cost of sales                          81.3     82.0     83.4
-------------------------------------------------------------
  Gross profit                         18.7     18.0     16.6
Selling, general and administrative
  expenses                             11.6     10.6     10.9
-------------------------------------------------------------
  Income from operations                7.1      7.4      5.7
Interest expense (income)--net           .2       .1      (.1)
-------------------------------------------------------------
  Income before provision for
    income taxes                        6.9      7.3      5.8
Provision for income taxes              2.9      3.0      2.4
-------------------------------------------------------------
Net income                              4.0%     4.3%     3.4%
-------------------------------------------------------------
-------------------------------------------------------------
</TABLE>
 
                  As an aid to understanding the results of operations, the
                following is a summary of the Company's unaudited quarterly
                results of operations for fiscal years 1995, 1996 and 1997 (in
                thousands except for per share data):
 
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                 First     Second      Third     Fourth
1995                            Quarter    Quarter    Quarter    Quarter      Year
-------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>        <C>
Net sales                      $ 223,101  $ 243,827  $ 261,623  $ 280,764  $1,009,315
Gross profit                      44,112     46,265     47,019     51,348     188,744
Net income                         8,736      9,389     10,092     12,194      40,411
Net income per share                 .50        .54        .58        .70        2.32
 
1996
-------------------------------------------------------------------------------------
Net sales                      $ 275,870  $ 295,532  $ 288,008  $ 305,402  $1,164,812
Gross profit                      50,945     53,692     52,220     52,624     209,481
Net income                        12,199     13,639     12,250     11,966      50,054
Net income per share                 .70        .78        .70        .68        2.86
 
1997
-------------------------------------------------------------------------------------
NET SALES                      $ 269,290  $ 286,346  $ 304,007  $ 324,961  $1,184,604
GROSS PROFIT                      46,862     47,820     48,274     53,277     196,233
NET INCOME                         8,783      9,350      9,799     11,721      39,653
NET INCOME PER SHARE                 .51        .55        .58        .70        2.32
-------------------------------------------------------------------------------------
</TABLE>
 
---------
10
<PAGE>
--------------------------------------------------------------------------------
 
FISCAL 1997
COMPARED TO FISCAL
1996
 
                  The increase in net sales for fiscal 1997, as compared to
                fiscal 1996, was due primarily to an increase in the sales
                volume of mass storage, microprocessor and liquid crystal
                display ("LCD") products. Sales of these products increased by
                $80,747,000 in fiscal 1997, as compared to fiscal 1996. The
                addition of new suppliers during the last two fiscal years
                contributed to most of the increase in the sales of such
                products. This increase was partially offset by a decrease in
                the sales of memory products, "DRAM's" and "SRAM's". Sales of
                these products decreased $77,830,000 in fiscal 1997, as compared
                to fiscal 1996. While there was an increase in the unit volume
                sold of memory products in fiscal 1997 from fiscal 1996, the
                substantial market decline in unit pricing during the period
                reported accounted for the significant decrease in sales dollars
                of such products. The sales volume of the Company's other major
                products increased modestly from the prior year.
 
                  Beginning in late calendar year 1995, the industry experienced
                a marked increase in the availability of a number of electronic
                components, particularly memory products, and a moderation in
                customer demand. These conditions have had a material impact on
                the Company's net sales and margins. The industry continues to
                experience pressures on pricing and margins.
 
                  The decrease in gross profit as a percent of sales for fiscal
                1997, from fiscal 1996, was primarily due to a shift in the mix
                of products sold with an increase in the sales of mass storage
                products and microprocessors, which are lower margin products.
                The decline in the margins on some of the Company's products,
                particularly DRAM's, also contributed to the decrease in margins
                in fiscal 1997, as compared to fiscal 1996.
 
                  The increase in selling, general, and administrative expenses
                ("SG&A") for fiscal 1997 from fiscal 1996 was largely from
                higher salary and related expenses. The increase of $4,541,000
                in these expenses was due to salary adjustments and higher
                staffing levels during the year. The increase in expenses to
                enhance and expand the Company's sales automation and other
                information technology capabilities in fiscal 1997 from fiscal
                1996, was partially offset by a decrease in bad debt expense.
 
                  Interest expense-net decreased in fiscal 1997 from fiscal 1996
                mainly from the lower levels of borrowings during the year and
                an increase in interest income recorded on its note receivable
                due from SEI, as described in Note 6 to the consolidated
                financial statements. The Company converted the note receivable
                plus accrued interest into a 16% equity interest in SEI's
                electronics distribution companies subsequent to May 31, 1997.
                This will result in a reduction of interest income in future
                periods.
 
--------------------------------------------------------------------------------
 
FISCAL 1996
COMPARED TO FISCAL
1995
                  The increase in net sales for fiscal 1996, as compared to
                fiscal 1995, was almost entirely due to an increase in the sales
                volume of semiconductor products. Sales of such products
                increased by $152,911,000, as compared to fiscal 1995. The
                increase in the sales of semiconductor products was mainly the
                result of continuing strong market demand for these products.
                The sales volume of most of the Company's other major products
                remained relatively unchanged, as compared to fiscal 1995.
 
                  The decrease in gross profit as a percent of sales for fiscal
                1996, as compared to fiscal 1995, was due to a decline in the
                margins on many of the Company's major products. This decline in
                margins mainly resulted from market pressures on the pricing of
                a number of the Company's products.
 
                                                                        --------
                                                                              11
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
 
FISCAL 1996
COMPARED TO FISCAL
1995
(CONTINUED)
 
                  The increase in SG&A expenses, in dollars for fiscal 1996, as
                compared to fiscal 1995, was mainly due to the addition of
                approximately 50 salespeople and several senior managers, partly
                offset by a reduction in warehouse and accounting clerical
                headcount. Salary adjustments and increases in incentive
                payments from the Company's higher profitability levels also
                contributed to the increase in SG&A expenses in fiscal 1996, as
                compared to fiscal 1995. In addition, there were increases in
                expenses from information systems enhancement projects, and
                higher delivery and advertising costs. Primarily due to the
                increase in sales volume with lower levels of increase in
                operating costs to meet this volume, SG&A as a percentage of
                sales declined to 10.6% for fiscal 1996 as compared to 11.6% for
                fiscal 1995.
 
                  Interest expense, net of interest income, decreased in fiscal
                1996 due primarily to overall lower levels of borrowings.
 
--------------------------------------------------------------------------------
 
LIQUIDITY AND
CAPITAL
RESOURCES
                  The Company has been able to fund its working capital
                requirements for the past three years through cash flow from
                operations and bank borrowings.
 
                  At May 31, 1997, the Company's working capital increased by
                $46,454,000 to $330,962,000, as compared to the prior year. This
                increase was primarily attributable to increases in the
                Company's accounts receivables and inventories, which were
                needed to support the higher sales volume in the fourth quarter
                of fiscal 1997 and certain customer requirements. These
                increases in accounts receivables and inventories were partially
                offset by an increase in accounts payable.
 
                  The increases that accounted for the change in working
                capital, as described above, also contributed to the net cash
                used for operating activities in fiscal 1997.
 
                  During fiscal 1997 the Company incurred $2,706,000 in capital
                expenditures.
 
                  The purchase of 725,000 shares of the Company's common stock
                for $21,819,000 and repayment of $25,000,000 of the Company's
                term loan accounted for substantially all of the net cash used
                in financing activities in fiscal 1997, which was partially
                offset by borrowings of $50,000,000 under the Company's bank
                credit lines.
 
                  Working capital increased by $30,114,000 and $25,375,000 for
                fiscal 1996 and 1995, respectively, as compared to the prior
                years.
 
                  Net cash provided by operating activities was $24,478,000 and
                $21,410,000 in fiscal 1996 and 1995, respectively. The Company's
                net income and depreciation exceeded the net increases in
                accounts receivables and inventories, offset by the increase in
                accounts payable, for these periods. The increase in inventories
                and receivables, offset by an increase in accounts payable, was
                to support the continuing growth in the Company's sales during
                these periods.
 
                  The Company incurred capital expenditures of $5,269,000 and
                $2,861,000 in fiscal 1996 and 1995, respectively.
 
                  During fiscal 1996 and 1995, the Company repaid $20,615,000
                and $15,485,000, respectively, in bank credit line borrowings.
 
                  In fiscal 1995, the Company invested $27,954,000 in a
                convertible note from SEI which was mostly financed by a
                $25,000,000 term loan, as described in Note 6 to the
                consolidated financial statements.
 
                  The Company's sources of liquidity at May 31, 1997 consisted
                principally of working capital of $330,962,000 and unsecured
                bank credit lines of $70,000,000, of which there were
                $50,000,000 of borrowings outstanding as of May 31, 1997. The
                Company believes that its working capital, borrowing
                capabilities, and the funds generated from operations should be
                sufficient to finance its anticipated operational requirements.
 
--------
12
<PAGE>
--------------------------------------------------------------------------------
 
                ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
 
                             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
TO THE
SHAREHOLDERS AND
BOARD OF DIRECTORS
OF MARSHALL
INDUSTRIES:
 
                  We have audited the accompanying consolidated balance sheets
                of Marshall Industries (a California corporation) and
                subsidiaries as of May 31, 1996 and 1997, and the related
                consolidated statements of income, shareholders' investment and
                cash flows for each of the three years in the period ended May
                31, 1997. 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 audit 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 consolidated financial statements referred
                to above present fairly, in all material respects, the financial
                position of Marshall Industries as of May 31, 1996 and 1997, and
                the results of its operations and its cash flows for each of the
                three years in the period ended May 31, 1997, in conformity with
                generally accepted accounting principles.
 
                                                 ARTHUR ANDERSEN LLP
 
                Los Angeles, California
                July 18, 1997
 
                                                                        --------
                                                                              13
<PAGE>
                CONSOLIDATED BALANCE SHEETS
                Marshall Industries
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
ASSETS                  May 31,                                                                 1996       1997
                        ------------------------------------------------------------------------------------------
                                                                                                  (Dollars in
                                                                                                   thousands)
<S>                     <C>                                                                   <C>        <C>
                        CURRENT ASSETS:
                          Cash                                                                $   2,208  $   1,687
                          Receivables, less reserves of $8,405 in 1996 and
                            $8,003 in 1997                                                      140,785    167,769
                          Inventories                                                           240,882    284,419
                          Prepaid expenses                                                          759        904
                          Deferred income tax benefits (Note 3)                                  13,845     14,272
                        ------------------------------------------------------------------------------------------
                              Total current assets                                              398,479    469,051
                        ------------------------------------------------------------------------------------------
                        PROPERTY, PLANT AND EQUIPMENT, at cost (Note 1):
                          Land                                                                    8,863      8,863
                          Buildings and improvements                                             34,552     35,304
                          Equipment, furniture, fixtures and other                               23,181     23,204
                          Computer equipment                                                     12,179     13,849
                        ------------------------------------------------------------------------------------------
                                                                                                 78,775     81,220
                          Accumulated depreciation and amortization                             (38,610)   (44,988)
                        ------------------------------------------------------------------------------------------
                                                                                                 40,165     36,232
                        NOTE RECEIVABLE (Note 6)                                                 30,689     33,110
                        OTHER ASSETS -- NET (Note 1)                                              3,278      1,280
                        ------------------------------------------------------------------------------------------
                                                                                              $ 472,611  $ 539,673
                        ------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
SHAREHOLDERS'
INVESTMENT              CURRENT LIABILITIES:
                          Accounts payable                                                    $  98,686  $ 120,149
                          Other accrued liabilities including salaries and wages                 14,171     16,500
                          Income taxes payable                                                    1,114      1,440
                        ------------------------------------------------------------------------------------------
                              Total current liabilities                                         113,971    138,089
                        ------------------------------------------------------------------------------------------
                        LONG-TERM DEBT (Note 2)                                                  25,000     50,000
                        DEFERRED INCOME TAX LIABILITIES (Note 3)                                  3,646      2,642
                        COMMITMENTS AND CONTINGENCIES (Note 4)
                        SHAREHOLDERS' INVESTMENT (Notes 1 and 5):
                          Common stock, $1.00 par value
                            Shares authorized -- 40,000,000
                            Shares issued and outstanding -- 17,278,864 in 1996 and
                              16,616,364 in 1997                                                 17,279     16,616
                          Additional paid-in capital                                             53,653     33,611
                          Retained earnings                                                     259,062    298,715
                        ------------------------------------------------------------------------------------------
                                                                                                329,994    348,942
                        ------------------------------------------------------------------------------------------
                                                                                              $ 472,611  $ 539,673
                        ------------------------------------------------------------------------------------------
                        ------------------------------------------------------------------------------------------
                        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                          STATEMENTS.
</TABLE>
 
---------
14
<PAGE>
                CONSOLIDATED STATEMENTS OF INCOME
                Marshall Industries
 
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                          For the Years Ended May 31,                                  1995          1996          1997
                          ---------------------------------------------------------------------------------------------
                                                                                     (In thousands except per share data)
<S>                       <C>                                                      <C>           <C>           <C>
                          Net sales                                                $  1,009,315  $  1,164,812  $  1,184,604
                          Cost of sales                                                 820,571       955,331       988,371
                          ---------------------------------------------------------------------------------------------
                            Gross profit                                                188,744       209,481       196,233
                          Selling, general and administrative expenses                  117,287       123,188       128,927
                          ---------------------------------------------------------------------------------------------
                            Income from operations                                       71,457        86,293        67,306
                          Interest expense (income), net (Note 1)                         1,916           989        (1,197)
                          ---------------------------------------------------------------------------------------------
                            Income before provision for income taxes                     69,541        85,304        68,503
                          Provision for income taxes (Notes 1 and 3)                     29,130        35,250        28,850
                          ---------------------------------------------------------------------------------------------
                          NET INCOME                                               $     40,411  $     50,054  $     39,653
                          ---------------------------------------------------------------------------------------------
                          ---------------------------------------------------------------------------------------------
                          NET INCOME PER SHARE (Note 1)                                   $2.32         $2.86         $2.32
                          ---------------------------------------------------------------------------------------------
                          ---------------------------------------------------------------------------------------------
                          THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
 
                                                                        --------
                                                                              15
<PAGE>
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
                Marshall Industries
                For the Years Ended May 31, 1995, 1996 and 1997
 
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                      Common Stock        Additional
                                                                                ------------------------    Paid-in     Retained
                                                                                   Shares       Amount      Capital     Earnings
                          --------------------------------------------------------------------------------------------------------
                                                                                              (Dollars in thousands)
<S>                       <C>                                                   <C>            <C>        <C>          <C>
                          BALANCE, MAY 31, 1994                                    17,231,864  $  17,232   $  52,887   $   168,597
                            Compensation expense related to nonqualified stock
                              options (Note 5)                                             --         --          92            --
                            Exercise of stock options                                  37,000         37         252            --
                            Tax benefit from stock options exercised                       --         --         244            --
                            Net income                                                     --         --          --        40,411
                          ------------------------------------------------------------------------------------
                          BALANCE, MAY 31, 1995                                    17,268,864     17,269      53,475       209,008
                            Compensation expense related to nonqualified stock
                              options (Note 5)                                             --         --          30            --
                            Exercise of stock options                                  10,000         10          79            --
                            Tax benefit from stock options exercised                       --         --          69            --
                            Net income                                                     --         --          --        50,054
                          ------------------------------------------------------------------------------------
                          BALANCE, MAY 31, 1996                                    17,278,864     17,279      53,653       259,062
                            Purchase of Company stock                                (725,000)      (725)    (21,094)           --
                            Exercise of stock options                                  62,500         62         531            --
                            Tax benefit from stock options exercised                       --         --         521            --
                            Net Income                                                     --         --          --        39,653
                          ------------------------------------------------------------------------------------
                          BALANCE, MAY 31, 1997                                    16,616,364  $  16,616   $  33,611   $   298,715
                          ------------------------------------------------------------------------------------
                          ------------------------------------------------------------------------------------
                          THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
 
---------
16
<PAGE>
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                Marshall Industries
 
--------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                    For the Years Ended May 31,                                          1995      1996      1997
                    ------------------------------------------------------------------------------------
                                                                                          (Dollars in thousands)
<S>                 <C>                                                                <C>       <C>       <C>
CASH FLOWS FROM     Net income                                                         $ 40,411  $ 50,054  $ 39,653
                    Adjustments to reconcile net income to net cash
OPERATING
                      provided by (used for) operating activities:
ACTIVITIES:
                        Depreciation and amortization                                     7,566     7,877     8,756
                        Provision for bad debts                                           3,339     2,964     2,370
                        Interest on note receivable                                      (1,096)   (1,639)   (2,421)
                        Change in current assets and liabilities:
                          Increase in receivables                                       (20,742)   (5,857)  (29,354)
                          Increase in inventories                                       (15,344)  (44,785)  (43,537)
                          Increase in accounts payable                                    9,216    18,631    21,463
                          Increase in other accrued liabilities, including salaries
                            and wages                                                       870     3,610     2,329
                          Increase (decrease) in income taxes payable                       (64)   (1,686)      326
                        Deferred income tax benefit, net                                 (2,816)   (4,507)   (1,431)
                        Other                                                                70      (184)     (140)
                    ------------------------------------------------------------------------------------
                          Total adjustments                                             (19,001)  (25,576)  (41,639)
                    ------------------------------------------------------------------------------------
                          Net cash provided by (used for) operating activities           21,410    24,478    (1,986)
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM     Note receivable                                                     (27,954)       --        --
INVESTING           Capital expenditures, net                                            (2,861)   (5,269)   (2,706)
ACTIVITIES:         Deferred software costs                                                (829)      (52)     (124)
                    ------------------------------------------------------------------------------------
                          Net cash used in investing activities                         (31,644)   (5,321)   (2,830)
-------------------------------------------------------------------------------------------------------
CASH FLOWS FROM     Net borrowings (repayments) under bank credit lines                 (10,000)  (20,000)   50,000
FINANCING           Repayments of long-term debt                                         (5,485)     (615)       --
ACTIVITIES:         Term loan borrowings (repayments)                                    25,000        --   (25,000)
                    Purchase of common stock                                                 --        --   (21,819)
                    Exercise of stock options                                               533       158     1,114
                    ------------------------------------------------------------------------------------
                          Net cash provided by (used in) financing activities            10,048   (20,457)    4,295
                    ------------------------------------------------------------------------------------
                    Net decrease in cash                                                   (186)   (1,300)     (521)
                    Cash at beginning of year                                             3,694     3,508     2,208
                    ------------------------------------------------------------------------------------
                    Cash at end of year                                                $  3,508  $  2,208  $  1,687
                    ------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
SUPPLEMENTAL        Cash paid during the year for the following:
DISCLOSURES OF
CASH FLOW
INFORMATION:
                      Interest                                                         $  2,691  $  2,399  $  1,237
                    ------------------------------------------------------------------------------------
                    ------------------------------------------------------------------------------------
                      Income taxes                                                     $ 31,435  $ 41,253  $ 29,558
                    ------------------------------------------------------------------------------------
                    ------------------------------------------------------------------------------------
                    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                      STATEMENTS.
</TABLE>
 
                                                                        --------
                                                                              17
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Marshall Industries
                May 31, 1997
--------------------------------------------------------------------------------
NOTE 1.
SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
 
                NATURE OF OPERATIONS:
 
                  Through a network of 38 sales and distribution facilities and
                3 corporate support and distribution centers in the United
                States and Canada, the Company supplies and services a broad
                range of products, including semiconductors, passive components,
                connectors and interconnect products, and computer systems and
                peripheral products, as well as production supplies.
 
                PRINCIPLES OF CONSOLIDATION:
 
                  The consolidated financial statements include the accounts of
                the Company and its wholly owned subsidiaries. All significant
                intercompany transactions have been eliminated in consolidation.
 
                REVENUE RECOGNITION:
 
                  Sales are recognized at the time of product shipment.
 
                DEPRECIATION AND AMORTIZATION:
 
                  Depreciation on buildings is computed using the straight-line
                method over useful lives of 25 years. Building and leasehold
                improvements are amortized on the straight-line method over the
                shorter of the lives of the buildings or the remaining terms of
                the leases or useful lives of the assets. Depreciation on all
                other plant and equipment is computed on the straight-line and
                declining balance methods over useful lives of two to ten years.
                Maintenance and repairs and minor replacements of property are
                charged to expense when incurred. Major expenditures for
                additions and improvements are capitalized at cost. When assets
                are retired, or otherwise disposed of, the cost and related
                reserves are removed from the accounts, and any resulting gain
                or loss is included in income.
 
                INTEREST EXPENSE:
 
                  Interest income of $1,180,000, $1,711,000 and $2,569,000 is
                netted against interest expense in fiscal 1995, 1996 and 1997,
                respectively.
 
                TAX DEFERRED PROFIT SHARING PLAN:
 
                  Under the provisions of the Marshall Industries Tax Deferred
                Profit Sharing Plan (the "Plan"), participating employees may
                defer from two to twelve percent, with certain limitations, of
                their earnings each payroll period, and such amount is deposited
                in a nonforfeitable, fully vested trust account for the
                employees' benefit. The Company contributes quarterly an amount
                equal to 50 percent of the employees' contributions, limited to
                3% of such employee earnings for the quarter, reduced by
                employee forfeitures of prior Company contributions. Company
                contributions may be limited to the extent of net profits and
                must be invested in the Company's common stock. The Plan,
                however, may not own more than 20 percent of the Company's
                outstanding shares. At May 31, 1997, the Plan owned less than 2%
                of the Company's outstanding shares. Company contributions to
                the Plan amounted to $1,141,000 in 1995, $1,538,000 in 1996 and
                $1,230,000 in 1997.
 
                INCOME TAXES:
 
                  The Company accounts for its income taxes in accordance with
                Statement of Financial Accounting Standards (SFAS) No. 109,
                "Accounting for Income Taxes." Under SFAS No. 109, deferred tax
                assets and liabilities are computed based on the difference
                between the financial statement and income tax bases of assets
                and liabilities using the enacted tax rates.
 
---------
18
<PAGE>
--------------------------------------------------------------------------------
 
NOTE 1.
SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
(CONTINUED)
 
                CASH AND ACCOUNTS PAYABLE:
 
                  The Company's banking arrangements provide for the daily
                replenishment of its bank accounts for check clearing
                requirements. Accordingly, outstanding checks of $16,354,000 and
                $22,904,000 that had not yet been paid by the Company's banks at
                May 31, 1996 and 1997, respectively, are reflected in cash and
                accounts payable in the accompanying consolidated financial
                statements.
 
                INVENTORIES:
 
                  The Company values its inventories at the lower of weighted
                average cost or market.
 
                SHAREHOLDERS' INVESTMENT:
 
                  The Company has authorized 200,000 shares of no par value
                preferred stock, of which none was outstanding at May 31, 1996
                or 1997.
 
                CAPITALIZED DEFERRED SOFTWARE COSTS:
 
                  Deferred software costs are included in other assets and
                represent payments to vendors for the design, purchase and
                implementation of the computer software for the Company's
                operating and financial systems. Such deferred costs,
                aggregating $10,264,000, are amortized over periods not to
                exceed five years. At May 31, 1996 and 1997, the accumulated
                amortization of such costs were $7,196,000 and $9,313,000,
                respectively.
 
                NET INCOME PER SHARE:
 
                  Per share amounts are computed on the basis of weighted
                average common and common equivalent shares outstanding
                (17,439,000 in 1995, 17,507,000 in 1996 and 17,070,000 in 1997).
                Common equivalent shares include the dilutive effect of
                outstanding stock options, if applicable. In February 1997, the
                Financial Accounting Standards Board issued SFAS No. 128,
                "Earnings Per Share". The statement revises the computation for
                earnings per share. The Company will adopt this standard, which
                also includes certain additional disclosures, in the third
                quarter of fiscal 1998. The adoption of the standard is not
                expected to have a material effect on the Company's earnings per
                share.
 
                USE OF ESTIMATES:
 
                  The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets and liabilities and disclosures of contingent assets
                and liabilities at the date of the financial statements and the
                reported amounts of revenues and expenses during the reporting
                period. Actual results could differ from those estimates.
                Management believes that these estimates and assumptions provide
                a reasonable basis for the fair presentation of the consolidated
                financial statements.
 
                CONCENTRATION OF CREDIT RISK:
 
                  The Company places its cash in what it believes to be
                credit-worthy financial institutions. However, cash balances
                exceed FDIC insured levels at various institutions. In addition,
                the Company has significant receivable balances from certain
                customers.
 
                                                                        --------
                                                                              19
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Marshall Industries
                May 31, 1997
 
--------------------------------------------------------------------------------
 
NOTE 1.
SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
(CONTINUED)
 
                WHOLLY OWNED SUBSIDIARIES:
 
                  During fiscal 1997, the Company established the following
                wholly owned subsidiaries: Marshall Industries Technology
                Products to conduct U.S. sales activities, GS Marshall-Canada
                Inc. to conduct Canadian sales activities, and At Once, Inc. to
                conduct certain catalogue and telemarketing sales activities.
                The Company is engaged in one business, the sales and
                distribution of electronic components, computer products and
                production supplies.
 
--------------------------------------------------------------------------------
 
NOTE 2.
LONG-TERM DEBT
                  Long-term debt consists of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                        May 31,
                                                     1996     1997
<S>                                                 <C>      <C>
--------------------------------------------------------------------
Bank credit lines                                   $    --  $50,000
Term loan (Note 6)                                   25,000       --
--------------------------------------------------------------------
                                                     25,000   50,000
Less current portion                                     --       --
--------------------------------------------------------------------
                                                    $25,000  $50,000
--------------------------------------------------------------------
--------------------------------------------------------------------
</TABLE>
 
                BANK CREDIT LINES
 
                  The Company has revolving credit line agreements with two
                major banks to borrow up to $70,000,000 in the aggregate. These
                unsecured credit line agreements, with borrowing limits of up to
                $25,000,000 and $45,000,000 each, mature on September 30, 1998.
                The interest rates under these credit lines are determined at
                the time of borrowing based on a choice of options as specified
                in the agreements. The options range from floating rates of
                LIBOR, IBOR, certificate of deposit, offshore, or banker's
                acceptance plus 1/2%, up to prime rate. At May 31, 1997, the
                prime rate was 8.50%. A commitment fee is payable based on 1/4%
                per annum on the daily average unused amounts of the lines of
                credit. In addition, both banks require a facility fee of 1/8%
                per annum on the commitment balance. There are no compensating
                balance requirements.
 
                  The terms of these credit agreements require the Company,
                among other things, to maintain a minimum net worth of
                $230,000,000 which is adjusted upward quarterly by 70 percent of
                net income and 70 percent of net proceeds from any sales of
                capital stock or subordinated debentures. At May 31, 1997, at
                least $288,453,000 of shareholders' investment was required to
                meet this covenant. The credit agreements also require the
                Company to meet certain specified working capital and financial
                ratios and not to make capital expenditures or incur lease
                liabilities in excess of certain specified amounts. The Company
                is in compliance with all conditions and covenants of these
                agreements.
 
                TERM LOAN
 
                  In August 1994, the Company obtained an unsecured term loan in
                the amount of $25,000,000 with principal repayment due on
                September 30, 1997. The interest rate on the loan was based on
                the 90 day LIBOR rate plus 1/2%. The loan was paid in full
                during fiscal 1997.
 
                MATURITIES OF LONG-TERM DEBT
 
                  Long-term debt at May 31, 1997 is payable in fiscal 1999.
 
                FAIR VALUE
 
                  The Company's bank credit lines and term loan approximate fair
                value as they bear floating interest rates.
 
---------
20
<PAGE>
--------------------------------------------------------------------------------
 
NOTE 3.
INCOME TAXES
                  The provision for income taxes consists of the following (in
                thousands):
 
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Current:                                             1995       1996       1997
----------------------------------------------------------------------------------
<S>                                                <C>        <C>        <C>
  Federal                                          $  25,675  $  31,458  $  23,386
  State                                                6,271      8,299      6,895
----------------------------------------------------------------------------------
                                                      31,946     39,757     30,281
----------------------------------------------------------------------------------
Deferred:
  Federal                                             (2,435)    (3,615)    (1,144)
  State                                                 (381)      (892)      (287)
----------------------------------------------------------------------------------
                                                      (2,816)    (4,507)    (1,431)
----------------------------------------------------------------------------------
        Total                                      $  29,130  $  35,250  $  28,850
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
 
                  The difference between the income tax provision at the Federal
                statutory rate and the recorded income tax provision is
                reconciled as follows (in thousands):
 
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                                     1995       1996       1997
----------------------------------------------------------------------------------
<S>                                                <C>        <C>        <C>
Computed Federal income taxes at
  the statutory rate                               $  24,339  $  29,856  $  23,976
State income taxes, net of Federal income tax
benefit                                                3,829      4,814      4,295
Other, net                                               962        580        579
----------------------------------------------------------------------------------
        Provision for income taxes                 $  29,130  $  35,250  $  28,850
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
</TABLE>
 
                  As of May 31, 1996 and 1997, deferred tax assets (liabilities)
                were comprised of the following (in thousands):
 
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                                 1996       1997
-----------------------------------------------------------------------------------
<S>                                                            <C>        <C>
Operating reserves                                             $   8,157  $   8,657
Tax depreciation in excess of book amounts                        (2,824)    (2,345)
Capitalization of deferred software costs for book purposes         (927)      (310)
Capitalization of inventory costs for income tax purposes            790        633
State tax provision                                                1,522      1,223
Vacation expense accrued for book purposes                           986      1,054
Other, net                                                         2,495      2,718
-----------------------------------------------------------------------------------
        Total net deferred tax asset                           $  10,199  $  11,630
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
</TABLE>
 
                  As of May 31, 1997, the Company had total deferred tax assets
                of $14,272,000 and total deferred tax liabilities of $2,642,000.
                The Company did not record any valuation allowances against
                deferred tax assets at May 31, 1997.
 
                                                                        --------
                                                                              21
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Marshall Industries
                May 31, 1997
 
--------------------------------------------------------------------------------
 
NOTE 4.
COMMITMENTS AND
CONTINGENCIES
 
                LEASE COMMITMENTS:
 
                  The Company leases certain facilities and equipment under
                operating leases expiring at various dates through fiscal year
                2002. The aggregate rent expense for all operating leases was
                $2,665,000 in 1995, $2,323,000 in 1996 and $2,551,000 in 1997.
 
                  The future minimum lease payments under all leases are shown
                below (in thousands):
 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                                    Operating Leases
------------------------------------------------------------------------------------
Year Ending May 31,
<S>                                                                 <C>
  1998                                                                  $   1,511
  1999                                                                        916
  2000                                                                        239
  2001                                                                         17
  2002                                                                         95
------------------------------------------------------------------------------------
                                                                        $   2,778
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
 
                  Amounts shown above are net of sublease income of $443,000,
                $339,000, $327,000 and $218,000 for 1998, 1999, 2000, and 2001,
                respectively.
 
                STOCK BUY-BACK:
 
                  In May, 1996, the Company announced that its Board of
                Directors authorized the purchase of up to 1 million shares of
                the Company's common stock. Shares may be purchased from time to
                time in the open market or otherwise at prevailing prices. The
                Company purchased 725,000 shares during fiscal 1997.
 
                LITIGATION:
 
                  There are no material pending legal proceedings to which the
                Company is a party.
 
                INCOME TAXES:
 
                  During fiscal 1997, the Internal Revenue Service ("IRS")
                completed its examination of the Company's Federal income tax
                returns for taxable years 1991 through 1994 which resulted in
                the issuance of deficiency notices seeking additional taxes.
                These assessments are currently under administrative appeal.
                Based upon consultation with its tax advisors, the Company
                believes that it has meritorious defenses to the deficiencies
                asserted by the IRS and that the final outcome of these
                examinations will not have a material impact on its financial
                position or results of operations.
 
---------
22
<PAGE>
--------------------------------------------------------------------------------
 
NOTE 5.
STOCK OPTIONS
                  The Company has one active stock option plan which provides
                for the granting of incentive and nonqualified stock options
                covering 600,000 shares of common stock. There were two other
                plans, which are inactive with respect to the granting of new
                options, during the periods reported. Nonqualified stock options
                may have an exercise price which is less than market value at
                the date of grant; incentive stock options must have an exercise
                price equal to market value at the date of grant. There were
                40,000, 50,000 and 35,000 options granted in fiscal 1995, 1996
                and 1997, respectively, at exercise prices ranging from $25.25
                to $35.875 per share. At May 31, 1997, 190,000 shares were
                available for additional grants.
 
                  As permitted by Statement of Financial Accounting Standards
                No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
                123"), effective for fiscal 1997, the Company continues to
                account for stock compensation costs in accordance with the
                provisions of Accounting Principles Board Opinion No. 25,
                "Accounting for Stock Issued to Employees". Had compensation
                costs for the Company's stock plans been determined in
                accordance with SFAS No. 123, the Company's net income and
                earnings per share would have been reduced to the following pro
                forma amounts (in thousands except per share data):
 
<TABLE>
<CAPTION>
--------------------------------------------------------
                                      1996       1997
--------------------------------------------------------
<S>                    <C>          <C>        <C>
Net income             As reported  $  50,054  $  39,653
                       Pro forma    $  49,982  $  39,490
Net income per share   As reported  $    2.86  $    2.32
                       Pro forma    $    2.86  $    2.31
--------------------------------------------------------
--------------------------------------------------------
</TABLE>
 
                  Because the SFAS No. 123 method of accounting has not been
                applied to options granted prior to May 31, 1995, the resulting
                pro forma compensation costs may not be representative of that
                to be expected in future years.
 
                  The fair value of each option grant is estimated on the date
                of grant using the Black-Scholes option pricing model with the
                following weighted-average assumptions used for options granted
                in fiscal 1996 and 1997: risk-free interest rate of
                approximately 6% and 7%, respectively; expected dividend yields
                of 0%; expected volatility of approximately 29%; expected life
                of 7 years.
 
                                                                        --------
                                                                              23
<PAGE>
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                Marshall Industries
                May 31, 1997
 
--------------------------------------------------------------------------------
 
NOTE 5.
STOCK OPTIONS
(CONTINUED)
 
                  The following is a summary of changes in outstanding options
                for the Company's stock option plans for the three years ended
                May 31, 1997:
 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                                   Weighted-Average
                                                         Shares     Exercise Price
------------------------------------------------------------------------------------
<S>                                                     <C>        <C>
OPTIONS OUTSTANDING AT MAY 31, 1994                       444,500        $13.547
Options granted                                            40,000         26.563
Options exercised                                         (37,000)         7.629
Options expired or canceled                                (4,000)         7.600
                                                        ---------
OPTIONS OUTSTANDING AT MAY 31, 1995                       443,500         15.268
Options granted                                            50,000         35.875
Options exercised                                         (10,000)         8.900
                                                        ---------
OPTIONS OUTSTANDING AT MAY 31, 1996                       483,500         17.531
Options granted                                            35,000         30.089
Options exercised                                         (62,500)         9.494
Options expired or canceled                                (5,000)        30.000
                                                        ---------
OPTIONS OUTSTANDING AT MAY 31, 1997                       451,000         19.481
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Options exercisable at May 31, 1995                       108,500        $11.571
Options exercisable at May 31, 1996                       138,500         13.904
Options exercisable at May 31, 1997                       111,000         21.138
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
 
                  The following table outlines the detail of options outstanding
                at May 31, 1997:
 
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                 Weighted-Average    Exercisable    Weighted-Average
  Number                      Weighted-Average       Remaining           at         Exercise Price of
of Options    Option Price     Exercise Price    Contractual Life   May 31, 1997   Exercisable Shares
---------------------------------------------------------------------------------------------
<S>         <C>               <C>                <C>                <C>            <C>
 260,000         $14.00              $14.00             13.9             20,000         $   14.00
 170,000     24.00 - 35.875           29.17              8.0             70,000             26.85
  21,000      8.675 - 8.90             8.89              3.7             21,000              8.89
---------------------------------------------------------------------------------------------
 451,000    $8.675 - $35.875         $19.48             11.2            111,000         $   21.14
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>
 
                  The difference between the quoted market value of the shares
                at the date of grant and the option price for grants made under
                the nonqualified plans is charged to income as compensation
                expense over the vesting periods of the related options. During
                fiscal 1995 and 1996, $92,000 and $30,000, respectively, were
                charged against income and credited to additional paid-in
                capital under these plans. No amounts were charged in fiscal
                1997. Options granted vest over periods from four to ten years
                and are exercisable over periods from ten to twenty years. The
                income tax effect of any difference between the market price at
                the grant date and the market price at the exercise date is
                credited to additional paid-in capital as the options are
                exercised.
 
---------
24
<PAGE>
--------------------------------------------------------------------------------
 
NOTE 6.
INVESTMENT IN
SONEPAR
ELECTRONIQUE
INTERNATIONAL
                  In August, 1994, the Company invested 151 million French
                Francs ($28 million in U.S. dollars) in Sonepar Electronique
                International ("SEI"), among the largest electronic component
                distributors in Europe. This investment is in the form of an
                interest bearing, convertible note, guaranteed by a major French
                bank as to default. The interest on the note is the same as the
                Company's borrowing rates under its unsecured term loan, as
                described in Note 2. The note plus accrued interest will be
                converted in fiscal 1998 into a minority equity interest of up
                to 20% in Eurotronics S.A.S. if certain anticipated sales and
                pre-tax income goals are met by SEI. If these goals are not met,
                the Company will have the option to call for the repayment in
                U.S. dollar equivalent of the original loan (plus accrued
                interest) or to convert the loan into a 20% equity interest in
                Eurotronics S.A.S. At conversion, the companies making up SEI
                will be transferred to Eurotronics S.A.S. Following the
                conversion, SEI will have a 2 year option to purchase an
                equivalent amount in U.S. dollars of the Company's stock of up
                to 5% of the Company's outstanding shares on a fully diluted
                basis. The option price will be based on market prices at the
                time of conversion. In addition, the Company will have the
                option of increasing its equity investment to 49% in Eurotronics
                S.A.S. To finance its investment in SEI, the Company obtained an
                unsecured term loan in the amount of $25,000,000 (Note 2).
 
                  Subsequent to May 31, 1997, the Company converted the note
                receivable plus accrued interest from Eurotronics S.A.S., into a
                minority equity interest of 16% in SEI's electronics
                distribution companies. As described herein, the Company will
                grant a stock option to SEI for a period of two years to
                purchase 874,545 shares of the Company's stock at a price of
                $34.5685 per share which is based on the average trading price
                of the Company's stock for the 90 days preceding the conversion
                date.
 
--------------------------------------------------------------------------------
 
NOTE 7.
BUSINESS SEGMENT
                  The Company is engaged in the distribution of industrial
                electronic components and production supplies through a
                nationwide network of sales and distribution facilities. In the
                opinion of management, the Company's products are identifiable
                to only one industry segment.
 
                  The Company's Canadian operations are currently not material
                to its results of operations or financial position.
 
--------------------------------------------------------------------------------
 
NOTE 8.
ACCORD CONTRACT
SERVICES JOINT
VENTURE
                  In August, 1996, the Company formed a joint venture with Wyle
                Electronics ("Wyle"), another distributor of semiconductors and
                computer products. The venture, known as Accord Contract
                Services LLC ("Accord"), is 50% owned by each of the Company and
                Wyle (the "members"). Accord provides value-added services to
                each of its members including component kitting, turnkey
                manufacturing solutions, and auto-replenishment systems. The
                venture is subject to termination under various circumstances,
                including the election of either member upon a change in control
                of either of the members. In the event of a termination of
                Accord following such a change in control, the member subject to
                the change in control would then be required under the Accord
                Limited Liability Company Agreement ("Agreement") to pay the
                other member certain fees as compensation for the termination of
                the venture. Such fees are based, among other things, on the
                value of the venture at the time of termination considering its
                sales volume and other factors, but in no event are to be less
                than $25 million.
 
                  On or about August 6, 1997 Raab Karcher AG, an indirect
                wholly-owned subsidiary of VEBA AG, consummated a tender offer
                for all or substantially all of the common stock of Wyle. Under
                the terms of the Agreement, such a change in the ownership of
                Wyle entitles the Company, at its option, to initiate the
                dissolution of Accord. In such event, the Agreement provides
                that the Company is entitled to receive termination fees in the
                aggregate amount of approximately $25 million from Wyle. The
                Company is currently evaluating the impact of this change in
                control of Wyle on Accord.
 
--------------------------------------------------------------------------------
                ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                         ACCOUNTING AND FINANCIAL DISCLOSURE
 
                          NONE
 
                                                                        --------
                                                                              25
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
                PART III
 
                  Marshall will file with the Securities and Exchange Commission
                a definitive Proxy Statement pursuant to Regulation 14A. The
                material under the following captions of the Proxy Statement for
                the Annual Meeting of Shareholders to be held on October 21,
                1997 is incorporated herein by this reference: Election of
                Directors, Executive Officers, Executive Compensation, Employee
                Agreements, Principal Shareholders, Certain Relationships and
                Related Transactions.
--------------------------------------------------------------------------------
 
                PART IV
 
                ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                FORM 8-K
 
                  (A) 1. CONSOLIDATED FINANCIAL STATEMENTS -- The following
                consolidated financial statements of Marshall Industries are set
                forth in Item 8 of this Annual Report on Form 10-K:
 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                                                   Page
------------------------------------------------------------------------------------
<S>                                                                             <C>
Report of Independent Public Accountants                                                21
Consolidated Financial Statements:
  Balance Sheets -- May 31, 1996 and 1997                                               22
  Statements for the years ended May 31, 1995, 1996 and 1997 --
    Income                                                                              23
    Shareholders' Investment                                                            24
    Cash Flows                                                                          25
  Notes to Consolidated Financial Statements                                            26
</TABLE>
 
                  (A) 2. FINANCIAL STATEMENT SCHEDULES -- All schedules are
                omitted since they are not applicable, not required, or the
                required information is included in the consolidated financial
                statements or notes thereto.
 
                  (A) 3. EXHIBITS -- The following exhibits are attached to this
                Annual Report on Form 10-K:
 
<TABLE>
<S>              <C>
Exhibit  3.1:    Articles of Incorporation, as amended. (Incorporated herein by
                 reference to Exhibit 3.1 to the Company's Annual Report on Form
                 10-K for the fiscal year ended May 31, 1996.)
Exhibit  3.2:    Amended and Restated By-Laws. (Incorporated herein by reference
                 to Exhibit (ii) to the Company's Quarterly Report on Form 10-Q
                 for the quarter ended August 31, 1987.)
Exhibit  3.3:    Certificate of Amendment to By-Laws of Marshall Industries.
                 (Incorporated herein by reference to Exhibit C to the Company's
                 Proxy Statement for the annual meeting of shareholders held on
                 October 11, 1988.)
Exhibit 10.1:    Credit Agreement dated March 1, 1993 between Marshall
                 Industries and Bank of America National Trust and Savings
                 Association. (Incorporated herein by reference to Exhibit (ii)
                 to the Company's Quarterly Report on Form 10-Q for the quarter
                 ended February 28, 1993.)
Exhibit 10.2:    First Amendment to Credit Agreement dated May 3, 1993 between
                 Marshall Industries and Bank of America National Trust and
                 Savings Association. (Incorporated herein by reference to
                 Exhibit 4.3 to the Company's Annual Report on Form 10-K for the
                 fiscal year ended May 31, 1993.)
Exhibit 10.3:    Second Amendment to Credit Agreement dated March 25, 1994
                 between Marshall Industries and Bank of America National Trust
                 and Savings Association. (Incorporated herein by reference to
                 Exhibit 10.3 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended
                 May 31, 1996.)
</TABLE>
 
---------
26
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<S>              <C>
Exhibit 10.4:    Third Amendment to Credit Agreement dated June 1, 1995 between
                 Marshall Industries and Bank of America National Trust and
                 Savings Association. (Incorporated herein by reference to
                 Exhibit (ii) to the Company's Quarterly Report on Form 10-Q for
                 the quarter ended August 31, 1995.)
Exhibit 10.5:    Fourth Amendment to Credit Agreement dated August 12, 1996
                 between Marshall Industries and Bank of America National Trust
                 and Savings Association. (Incorporated herein by reference to
                 Exhibit 10.5 to the Company's Annual Report on Form 10-K for
                 the fiscal year ended
                 May 31, 1996.)
Exhibit 10.6:    Term Loan Agreement dated August 26, 1994 between Marshall
                 Industries and First Union National Bank of North Carolina.
                 (Incorporated herein by reference to Exhibit 10.6 to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 May 31, 1996.)
Exhibit 10.7:    Revolving Credit Loan Agreement dated October 2, 1995 between
                 Marshall Industries and First Union National Bank of North
                 Carolina. (Incorporated herein by reference to Exhibit (i) to
                 the Company's Quarterly Report on Form 10-Q for the quarter
                 ended August 31, 1995.)
Exhibit 10.8*:   Marshall Industries 1984 Stock Option Plan. (Incorporated
                 herein by reference to Exhibit A to the Company's Final Proxy
                 Statement dated September 17, 1984.)
Exhibit 10.9*:   Marshall Industries 1992 Nonqualified Stock Option Plan.
                 (Incorporated herein by reference to Exhibit A to the Company's
                 Final Proxy Statement dated August 31, 1992.)
Exhibit 10.10*:  Change in Control Agreement dated February 6, 1996 between
                 Marshall Industries and Gordon S. Marshall. (Incorporated
                 herein by reference to Exhibit 99.1 to the Company's Quarterly
                 Report on Form 10-Q for the quarter ended February 29, 1996.)
Exhibit 10.11*:  Change in Control Agreement dated February 7, 1996 between
                 Marshall Industries and Robert Rodin. (Incorporated herein by
                 reference to Exhibit 99.2 to the Company's Quarterly Report on
                 Form 10-Q for the quarter ended February 29, 1996.)
Exhibit 10.12*:  Change in Control Agreement dated January 10, 1997 between
                 Marshall Industries and Richard D. Bentley. (Incorporated
                 herein by reference to Exhibit 10.12 to the Company's Quarterly
                 report on Form 10-Q for the quarter ended November 30, 1996.)
</TABLE>
 
                                                                        --------
                                                                              27
<PAGE>
                FORM 10-K
                Marshall Industries
                Year Ended May 31, 1997
 
--------------------------------------------------------------------------------
 
<TABLE>
<S>              <C>
Exhibit 10.13*:  Form of Indemnification Agreement with certain officers and
                 directors. (Incorporated herein by reference to Exhibit 10.13
                 to the Company's Quarterly report on Form 10-Q for the quarter
                 ended November 30, 1996.)
Exhibit 10.14*:  Schedule of Omitted Indemnification Agreements. (Incorporated
                 herein by reference to Exhibit 10.14 to the Company's Quarterly
                 report on Form 10-Q for the quarter ended November 30, 1996.)
Exhibit 10.15:   Limited Liability Company Agreement dated as of August 8, 1996
                 between Marshall Industries and Wyle Electronics. (Incorporated
                 herein by reference to Exhibit 10.1 to the Company's Quarterly
                 Report on Form 10-Q for the quarter ended August 31, 1996.)
Exhibit 10.16:   Warrant Agreement dated as of August 8, 1996 between Marshall
                 Industries and Wyle Electronics. (Incorporated herein by
                 reference to Exhibit 10.2 to the Company's Quarterly Report on
                 Form 10-Q for the quarter ended
                 August 31, 1996.)
Exhibit 10.17:   Standstill Agreement dated as of August 8, 1996 between
                 Marshall Industries, and Wyle Electronics. (Incorporated herein
                 by reference to Exhibit 10.3 to the Company's Quarterly Report
                 on Form 10-Q for the quarter ended
                 August 31, 1996.)
Exhibit 10.18:   Registration Rights Agreement dated as of August 8, 1996
                 between Marshall Industries and Wyle Elecronics. (Incorporated
                 herein by reference to Exhibit 10.4 to the Company's Quarterly
                 Report on Form 10-Q for the quarter ended August 31, 1996.)
Exhibit 10.19:   Marshall Warrant Rescission Agreement dated February 28, 1997
                 between Marshall Industries and Wyle Electronics. (Incorporated
                 herein by reference to Exhibit 10.15 to the Company's Quarterly
                 report on Form 10-Q for the quarter ended February 28, 1997.)
Exhibit 10.20:   Amendment No. 3 to Limited Liability Company Agreement of
                 Accord Contract Services LLC, dated February 28, 1997 between
                 Marshall Industries and Wyle Electronics. (Incorporated herein
                 by reference to Exhibit 10.16 to the Company's Quarterly report
                 on Form 10-Q for the quarter ended February 28, 1997.)
Exhibit 10.21*:  Change in Control Agreement dated August 26, 1997 between
                 Marshall Industries and Henry W. Chin.
Exhibit 10.22:   Form of Shareholders Agreement with Sonepar Electronique
                 International.
Exhibit 10.23:   Form of Marshall Industries Nonqualified Stock Option Grant.
Exhibit 10.24:   Registration Rights Agreement dated as of September 15, 1994 by
                 and between Marshall Industries and Sonepar Electronique
                 International.
Exhibit 23:      Consent of Independent Public Accountants.
Exhibit 27:      Financial Data Schedule.
</TABLE>
 
                  (B) REPORTS ON FORM 8-K -- Marshall has not filed any reports
                on Form 8-K during the quarter ended May 31, 1997
 
                * MANAGEMENT CONTRACT, COMPENSATORY PLAN OR ARRANGEMENT.
 
---------
28
<PAGE>
--------------------------------------------------------------------------------
SIGNATURES
                  Pursuant to the requirements of Section 13 or 15 (d) of the
                Securities Exchange Act of 1934, Marshall has duly caused this
                report to be signed on its behalf by the undersigned, thereunto
                duly authorized.
 
                MARSHALL INDUSTRIES
 
By:             HENRY W. CHIN                                    August 26, 1997
 
  --------------------------------------------
                  Henry W. Chin
 VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER
                    AND SECRETARY
 
                  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.
 
                     GORDON S. MARSHALL                          August 26, 1997
  ---------------------------------------------
                Gordon S. Marshall
        CHAIRMAN OF THE BOARD AND DIRECTOR
                          ROBERT RODIN                           August 26, 1997
  ---------------------------------------------
                   Robert Rodin
 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
          (PRINCIPAL EXECUTIVE OFFICER)
                         HENRY W. CHIN                           August 26, 1997
  ---------------------------------------------
                  Henry W. Chin
 VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER
                  AND SECRETARY
   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
                     RICHARD D. BENTLEY                          August 26, 1997
  ---------------------------------------------
                Richard D. Bentley
                     DIRECTOR
                     RICHARD C. COLYEAR                          August 26, 1997
  ---------------------------------------------
                Richard C. Colyear
                     DIRECTOR
                         JEAN FRIBOURG                           August 26, 1997
  ---------------------------------------------
                  Jean Fribourg
                     DIRECTOR
                       LATHROP HOFFMAN                           August 26, 1997
  ---------------------------------------------
                 Lathrop Hoffman
                     DIRECTOR
                         JOSE MENENDEZ                           August 26, 1997
  ---------------------------------------------
                  Jose Menendez
                     DIRECTOR
                    RAYMOND G. RINEHART                          August 26, 1997
  ---------------------------------------------
               Raymond G. Rinehart
                     DIRECTOR
                        HOWARD C. WHITE                          August 26, 1997
  ---------------------------------------------
                 Howard C. White
                     DIRECTOR
 
                                                                        --------
                                                                              29