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

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended July 2, 2016April 1, 2017

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to           

Commission file number 1-4482

ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)

New York11-1806155
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
  
9201 East Dry Creek Road, Centennial, Colorado80112
(Address of principal executive offices)(Zip Code)

(303) 824-4000
(Registrant's telephone number, including area code)

No Changes
(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o  (do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o   No x

There were 91,265,98788,842,730 shares of Common Stock outstanding as of July 29, 2016.May 1, 2017.


ARROW ELECTRONICS, INC.

INDEX

   
 
    
  
  
  
  
  
  
    
 
    
 
    
 
    
 
    
 Risk Factors
    
 
    
 Exhibits
    
 

 


 


PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)

 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Sales $5,972,101
 $5,829,989
 $11,446,278
 $10,832,374
 $5,759,552
 $5,474,177
Costs and expenses:  
  
      
  
Cost of sales 5,173,310
 5,061,394
 9,898,589
 9,378,457
 4,999,665
 4,725,279
Selling, general, and administrative expenses 518,704
 504,754
 1,024,517
 959,284
 515,519
 505,813
Depreciation and amortization 40,389
 39,751
 81,322
 76,913
 37,141
 40,933
Restructuring, integration, and other charges 16,106
 17,147
 36,894
 33,343
 15,505
 20,788
 5,748,509
 5,623,046
 11,041,322
 10,447,997
 5,567,830
 5,292,813
Operating income 223,592
 206,943
 404,956
 384,377
 191,722
 181,364
Equity in earnings of affiliated companies 2,227
 1,903
 4,083
 3,216
 925
 1,856
Interest and other financing expense, net 39,024
 34,696
 74,599
 65,550
 38,073
 35,575
Other expense, net 
 1,500
 
 2,435
Income before income taxes 186,795
 172,650
 334,440
 319,608
 154,574
 147,645
Provision for income taxes 51,457
 47,967
 92,510
 88,834
 39,224
 41,053
Consolidated net income 135,338
 124,683
 241,930
 230,774
 115,350
 106,592
Noncontrolling interests 1,068
 751
 1,425
 784
 1,582
 357
Net income attributable to shareholders $134,270
 $123,932
 $240,505
 $229,990
 $113,768
 $106,235
Net income per share:  
  
      
  
Basic $1.46
 $1.30
 $2.62
 $2.40
 $1.27
 $1.16
Diluted $1.45
 $1.28
 $2.59
 $2.37
 $1.26
 $1.14
Weighted-average shares outstanding:  
  
      
  
Basic 91,782
 95,638
 91,647
 95,776
 89,262
 91,514
Diluted 92,693
 96,649
 92,771
 96,874
 90,541
 92,787

See accompanying notes.
 
 


ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

Quarter Ended Six Months EndedQuarter Ended
July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
April 1,
2017
 April 2,
2016
Consolidated net income$135,338
 $124,683
 $241,930
 $230,774
$115,350
 $106,592
Other comprehensive income:          
Foreign currency translation adjustment(51,510) 47,727
 21,669
 (150,660)
Foreign currency translation adjustment and other36,855
 73,179
Unrealized gain (loss) on investment securities, net(2,030) 2,169
 (3,681) 2,293
1,728
 (1,651)
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net93
 (230) 184
 693
Unrealized gain on interest rate swaps designated as cash flow hedges, net97
 91
Employee benefit plan items, net3,844
 882
 4,764
 1,724
406
 920
Other comprehensive income (loss)(49,603) 50,548
 22,936
 (145,950)
Other comprehensive income39,086
 72,539
Comprehensive income85,735
 175,231
 264,866
 84,824
154,436
 179,131
Less: Comprehensive income (loss) attributable to noncontrolling interests(150) 751
 2,215
 784
Less: Comprehensive income attributable to noncontrolling interests2,169
 2,365
Comprehensive income attributable to shareholders$85,885
 $174,480
 $262,651
 $84,040
$152,267
 $176,766

See accompanying notes.
    


ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)

 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
 (Unaudited)   (Unaudited)  
ASSETS        
Current assets:        
Cash and cash equivalents $495,771
 $273,090
 $521,562
 $534,320
Accounts receivable, net 5,704,633
 6,161,418
 5,867,182
 6,746,687
Inventories, net 2,504,121
 2,466,490
 2,905,502
 2,855,645
Other current assets 331,159
 285,473
 190,257
 180,069
Total current assets 9,035,684
 9,186,471
 9,484,503
 10,316,721
Property, plant, and equipment, at cost:  
  
  
  
Land 23,723
 23,547
 15,359
 23,456
Buildings and improvements 171,125
 162,011
 190,179
 175,141
Machinery and equipment 1,322,470
 1,250,115
 1,345,427
 1,297,657
 1,517,318
 1,435,673
 1,550,965
 1,496,254
Less: Accumulated depreciation and amortization (779,767) (735,495) (764,369) (739,955)
Property, plant, and equipment, net 737,551
 700,178
 786,596
 756,299
Investments in affiliated companies 75,985
 73,376
 88,376
 88,401
Intangible assets, net 365,603
 389,326
 325,920
 336,882
Cost in excess of net assets of companies acquired 2,418,958
 2,368,832
Goodwill 2,405,160
 2,392,220
Other assets 313,025
 303,747
 328,820
 315,843
Total assets $12,946,806
 $13,021,930
 $13,419,375
 $14,206,366
LIABILITIES AND EQUITY  
  
  
  
Current liabilities:  
  
  
  
Accounts payable $4,644,655
 $5,192,665
 $4,820,086
 $5,774,151
Accrued expenses 701,960
 819,463
 741,449
 821,244
Short-term borrowings, including current portion of long-term debt 111,259
 44,024
 471,753
 93,827
Total current liabilities 5,457,874
 6,056,152
 6,033,288
 6,689,222
Long-term debt 2,619,003
 2,380,575
 2,459,849
 2,696,334
Other liabilities 421,048
 390,392
 369,431
 355,190
Commitments and contingencies (Note L)    
Equity:  
  
  
  
Shareholders' equity:  
  
  
  
Common stock, par value $1:  
  
  
  
Authorized - 160,000 shares in both 2016 and 2015  
  
Issued - 125,424 shares in both 2016 and 2015 125,424
 125,424
Authorized - 160,000 shares in both 2017 and 2016  
  
Issued - 125,424 shares in both 2017 and 2016 125,424
 125,424
Capital in excess of par value 1,092,323
 1,107,314
 1,089,724
 1,112,114
Treasury stock (34,073 and 34,501 shares in 2016 and 2015, respectively), at cost (1,475,671) (1,480,069)
Treasury stock (36,519 and 36,511 shares in 2017 and 2016, respectively), at cost (1,664,779) (1,637,476)
Retained earnings 4,914,985
 4,674,480
 5,310,998
 5,197,230
Accumulated other comprehensive loss (262,560) (284,706) (345,355) (383,854)
Total shareholders' equity 4,394,501
 4,142,443
 4,516,012
 4,413,438
Noncontrolling interests 54,380
 52,368
 40,795
 52,182
Total equity 4,448,881
 4,194,811
 4,556,807
 4,465,620
Total liabilities and equity $12,946,806
 $13,021,930
 $13,419,375
 $14,206,366
 
See accompanying notes.



ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Cash flows from operating activities:        
Consolidated net income $241,930
 $230,774
 $115,350
 $106,592
Adjustments to reconcile consolidated net income to net cash provided by operations:    
Adjustments to reconcile consolidated net income to net cash used for operations:    
Depreciation and amortization 81,322
 76,913
 37,141
 40,933
Amortization of stock-based compensation 19,275
 22,006
 11,575
 8,877
Equity in earnings of affiliated companies (4,083) (3,216) (925) (1,856)
Deferred income taxes 27,669
 26,506
 13,938
 22,555
Excess tax benefits from stock-based compensation arrangements (4,939) (5,842)
Other 2,954
 4,574
 3,251
 1,462
Change in assets and liabilities, net of effects of acquired businesses:        
Accounts receivable 529,246
 1,079,153
 926,901
 996,738
Inventories (22,490) (82,825) (38,185) 44,611
Accounts payable (606,678) (1,020,150) (982,355) (1,036,094)
Accrued expenses (114,741) (99,366) (93,619) (160,693)
Other assets and liabilities (38,137) (9,089) (13,962) (56,768)
Net cash provided by operating activities 111,328
 219,438
Net cash used for operating activities (20,890) (33,643)
Cash flows from investing activities:        
Cash consideration paid for acquired businesses (45,473) (470,674) 
 (46,490)
Acquisition of property, plant, and equipment (88,336) (68,820) (62,118) (49,261)
Other (12,000) 2,008
Proceeds from sale of property, plant, and equipment 7,886
 
Net cash used for investing activities (145,809) (537,486) (54,232) (95,751)
Cash flows from financing activities:        
Change in short-term and other borrowings 67,611
 (3,817) 76,402
 470
Proceeds from long-term bank borrowings, net 233,000
 34,400
 62,500
 265,000
Net proceeds from note offering 
 688,162
Redemption of notes 
 (254,313)
Proceeds from exercise of stock options 14,844
 14,474
 17,259
 5,705
Excess tax benefits from stock-based compensation arrangements 4,939
 5,842
Repurchases of common stock (46,833) (156,424) (68,847) (18,684)
Purchase of shares from noncontrolling interest (23,350) 
Other (3,000) (3,000) 
 (1,817)
Net cash provided by financing activities 270,561
 325,324
 63,964
 250,674
Effect of exchange rate changes on cash (13,399) (7,910) (1,600) 285
Net increase (decrease) in cash and cash equivalents 222,681
 (634) (12,758) 121,565
Cash and cash equivalents at beginning of period 273,090
 400,355
 534,320
 273,090
Cash and cash equivalents at end of period $495,771
 $399,721
 $521,562
 $394,655

See accompanying notes.
 


ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Note A – Basis of Presentation

The accompanying consolidated financial statements of Arrow Electronics, Inc. (the "company") were prepared in accordance with accounting principles generally accepted in the United States and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at and for the periods presented.  The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.

These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with the company's audited consolidated financial statements and accompanying notes for the year ended December 31, 2015,2016, as filed in the company's Annual Report on Form 10-K.

Quarter End

The company operates on a quarterly calendar that closes on the Saturday closest to the end of the calendar quarter, except for the third quarter of 2015, which closed on September 26, 2015.quarter.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

Note B – Impact of Recently Issued Accounting Standards

In June 2016,March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-07, Compensation - Retirement Benefits (Topic 715) ("ASU No. 2017-07"). ASU No. 2017-07 requires that the service cost component of pension expense be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of pension expense being classified outside of a subtotal of income from operations. ASU No. 2017-07 is effective for the company in the first quarter of 2018, with early adoption permitted, and is to be applied retrospectively for the presentation requirements and prospectively for the capitalization of the service cost component requirements. The adoption of the provisions of ASU No. 2017-07 is not expected to have a material impact on the company's consolidated financial position or results of operations.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU No. 2017-04").  ASU No. 2017-04 eliminates step 2 from the annual goodwill impairment test. Effective January 1, 2017, the company adopted the provisions of ASU No. 2017-04 on a prospective basis. The adoption of the provisions of ASU No. 2017-04 would not materially impact the company's consolidated financial position or results of operations unless step 1 of the annual goodwill impairment test fails.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) ("ASU No. 2016-16").  ASU No. 2016-16 clarifies the accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. ASU No. 2016-16 is effective for the company in the first quarter of 2018, with early adoption permitted, and is to be applied using a modified retrospective approach. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-16.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) ("ASU No. 2016-15").  ASU No. 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  Effective January 1, 2017, the company adopted the provisions of ASU No. 2016-15 on a retrospective basis. The adoption of the provisions of ASU No. 2016-15 did not materially impact the company's consolidated financial position or results of operations.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"). ASU No. 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU No. 2016-13 is effective for interim and annual periods beginning after December 15, 2019,the company in the first quarter of 2020, with early
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

adoption permitted, and is to be applied using a modified retrospective approach. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-13.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting (Topic 718) ("ASU No. 2016-09"). ASU No. 2016-09 revises the accounting treatment for excess tax benefits, minimum statutory tax withholding requirements, and forfeitures related to share-based awards. ASU No. 2016-09 is effective for interimEffective January 1, 2017, the company adopted the recognition of excess tax benefits and annual periods beginning after December 15, 2016, with early adoption permitted,tax deficiencies on a prospective basis and isreclassified excess tax benefits in the consolidated statements of cash flows on a retrospective basis. The company elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be applied using either a retrospective or a modified retrospective approach.recognized in each period. The adoption of the provisions of ASU No. 2016-09 is not expected to have a material impact on the company's consolidated financial position or results of operations.

In March 2016, the FASB issued Accounting Standards Update No. 2016-06, Derivatives and Hedging - Contingent Put and Call Options in Debt Instruments (Topic 815) ("ASU No. 2016-06"). ASU No. 2016-06 clarifies the steps required to assess whether a call or put option meets the criteria for bifurcation as an embedded derivative. ASU No. 2016-06 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted, and is to be applied using a modified retrospective approach. Effective April 3, 2016, the company adopted the provisions of ASU No. 2016-06. The adoption of the provisions of ASU No. 2016-06 did not materially impact the company's consolidated financial position or results of operations.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). ASU No. 2016-02 requires the entity to recognize the assets and liabilities for the rights and obligations created by leased assets. Leases will be classified as either finance or operating, with classification affecting expense recognition in the income statement. ASU No. 2016-02 is effective for interim and annual periods beginning after December 15, 2018,the company in the first quarter of 2019, with early adoption permitted, and is to be applied using a modified retrospective approach. TheWhile the company is currently evaluatingcontinues to evaluate the potential effects of adopting the provisions of ASU No. 2016-02.2016-02, the company expects most existing operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825) ("ASU No. 2016-01"). ASU No. 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU No. 2016-01 requires the change in fair value of many equity investments
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

to be recognized in net income. ASU No. 2016-01 is effective for interim and annual periods beginning after December 15, 2017,the company in the first quarter of 2018, with early adoption permitted.permitted, and is to be applied prospectively. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-01.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740) ("ASU No. 2015-17"). ASU No. 2015-17 requires deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. ASU No. 2015-17 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. ASU No. 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of the provisions of ASU No. 2015-17 is not expected to have a material impact on the company's consolidated financial position or results of operations.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory - Simplifying the Measurement of Inventory (Topic 330) ("ASU No. 2015-11"). ASU No. 2015-11 requires an entity to measure inventory within the scope of the update at the lower of cost and net realizable value, and defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Effective January 1, 2016, the company adopted the provisions of ASU No. 2015-11. The adoption of the provisions of ASU No. 2015-11 did not materially impact the company's consolidated financial position or results of operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU No. 2014-09"). ASU No. 2014-09 supersedes all existing revenue recognition guidance. Under ASU No. 2014-09, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 is effective for interim and annual periods beginning after December 15, 2017,the company in the first quarter of 2018, with early applicationadoption permitted for interim and annual periods beginning after December 15, 2016.in the first quarter of 2017. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In March, April, May, and MayDecember 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers,Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU No. 2016-08"); ASU No. 2016-10, Revenue from Contracts with Customers,Customers: Identifying Performance Obligations and Licensing ("ASU No. 2016-10"); and ASU No. 2016-12, Revenue from Contracts with Customers,Customers: Narrow-Scope Improvements and Practical Expedients ("ASU No. 2016-12"); and ASU No. 2016-19, Technical Corrections and Improvements ("ASU No. 2016-19"), respectively. ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-122016-19 provide supplemental adoption guidance and clarification to ASU No. 2014-09, and must be adopted concurrently with the adoption of ASU No. 2014-09. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2014-09, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-12.2016-19.

In 2014, the company established an implementation team (“team”) and engaged external advisers to develop a multi-phase plan to assess the company’s business and contracts, as well as any changes to processes or systems to adopt the requirements of the new standard. The team has updated the assessment for new ASU updates and for newly acquired businesses. The team is in the process of developing its conclusions on several aspects of the standard including principal versus agent considerations, identification of performance obligations and the determination of when control of goods and services transfers to the company’s customers.


ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Note C – Acquisitions

2017 Acquisitions

During the first quarter of 2017, the company acquired an additional 11.9% of the common shares of Data Modul AG for $23,350, increasing the company's ownership interest in Data Modul to 69.2%. The impact of this acquisition was not material to the company's consolidated financial position or results of operations.

2016 Acquisitions

During the first six months of 2016, the company completed twothree acquisitions for $44,591,$63,869, net of cash acquired. The impact of these acquisitions was not material to the company's consolidated financial position or results of operations. The pro forma impact of the 2016 acquisitions on the consolidated results of operations of the company for the first sixthree months of 2016, and 2015 as though the acquisitions occurred on January 1, 2016, was also not material.

2015 Acquisitions

On March 31, 2015, the company acquired immixGroup, Inc. ("immixGroup"), for a purchase price of $280,454, which included $28,205 of cash acquired. immixGroup is a value-added provider supporting value-added resellers, solution providers, service providers, and other public sector channel partners with specialized resources to accelerate their government sales. immixGroup has operations in North America.

Since the date of the acquisition, immixGroup sales for the first six months of 2016 and 2015 of $225,726 and $96,524, respectively, were included in the company's consolidated results of operations.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The following table summarizes the allocation of the net consideration paid to the fair value of the assets acquired and liabilities assumed for the immixGroup acquisition:
Accounts receivable, net$145,130
Other current assets24,181
Property, plant, and equipment1,569
Other assets5,313
Identifiable intangible assets46,400
Cost in excess of net assets acquired183,840
Accounts payable(136,921)
Accrued expenses(11,736)
Other liabilities(5,527)
Cash consideration paid, net of cash acquired$252,249

In connection with the immixGroup acquisition, the company allocated $44,000 to customer relationships with a life of 13 years and $2,400 to amortizable trade name with a life of 5 years.
The cost in excess of net assets acquired related to the immixGroup acquisition was recorded in the company's global enterprise computing solutions ("ECS") business segment. The intangible assets related to the immixGroup acquisition are expected to be deductible for income tax purposes.
During 2015, the company completed nine additional acquisitions for an aggregate purchase price of approximately $263,341, net of cash acquired, inclusive of an initial 53.7% acquisition of Data Modul AG, and an additional 3.6% acquired subsequent to the original date of acquisition. The company also assumed $84,487 in debt in connection with these acquisitions. The impact of these acquisitions was not material, individually or in the aggregate, to the company's consolidated financial position or results of operations.

The following table summarizes the company's unaudited consolidated results of operations for the second quarter and first six months of 2015, as well as the unaudited pro forma consolidated results of operations of the company, as though the 2015 acquisitions occurred on January 1:
 Quarter Ended Six Months Ended
 June 27, 2015 June 27, 2015
 As Reported Pro Forma As Reported Pro Forma
Sales$5,829,989
 $5,926,340
 $10,832,374
 $11,229,132
Net income attributable to shareholders123,932
 124,342
 229,990
 232,717
Net income per share:       
     Basic$1.30
 $1.30
 $2.40
 $2.43
     Diluted$1.28
 $1.29
 $2.37
 $2.40
The unaudited pro forma consolidated results of operations do not purport to be indicative of the results obtained had these acquisitions occurred as of the beginning of 2015, or of those results that may be obtained in the future. Additionally, the above table does not reflect any anticipated cost savings or cross-selling opportunities expected to result from these acquisitions.
Note D – Cost in Excess of Net Assets of Companies AcquiredGoodwill and Intangible Assets Net

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill and other indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Cost in excess of net assetsGoodwill of companies acquired, allocated to the company's business segments, is as follows:
 
Global
Components
 Global ECS Total 
Global
Components
 Global ECS Total
Balance as of December 31, 2015 (a) $1,230,832
 $1,138,000
 $2,368,832
Balance as of December 31, 2016 (a) $1,239,741
 $1,152,479
 $2,392,220
Acquisitions and related adjustments 2,224
 39,613
 41,837
 (102) 
 (102)
Foreign currency translation adjustment 2,359
 5,930
 8,289
 4,050
 8,992
 13,042
Balance as of July 2, 2016 (a) $1,235,415
 $1,183,543
 $2,418,958
Balance as of April 1, 2017 (a) $1,243,689
 $1,161,471
 $2,405,160

(a)
The total carrying value of cost in excess of net assets of companies acquiredgoodwill for all periods in the table above is reflected net of $1,018,780 of accumulated impairment charges, of which $716,925 was recorded in the global components business segment and $301,855 was recorded in the global ECS business segment.

Intangible assets, net, are comprised of the following as of July 2, 2016April 1, 2017:
 Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Trade names indefinite $101,000
 $
 $101,000
 indefinite $101,000
 $
 $101,000
Customer relationships 10 years 494,506
 (238,118) 256,388
 10 years 465,655
 (246,521) 219,134
Developed technology 5 years 14,199
 (10,203) 3,996
 5 years 6,340
 (2,092) 4,248
Other intangible assets (b) 7,903
 (3,684) 4,219
 (b) 6,776
 (5,238) 1,538
 $617,608
 $(252,005) $365,603
 $579,771
 $(253,851) $325,920

(b)Consists of sales backlog and an amortizable trade name with useful lives ranging from two to five years.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Intangible assets, net, are comprised of the following as of December 31, 2016:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Trade names indefinite $101,000
 $
 $101,000
Customer relationships 10 years 476,176
 (247,206) 228,970
Developed technology 5 years 9,140
 (4,435) 4,705
Other intangible assets (c) 6,721
 (4,514) 2,207
    $593,037
 $(256,155) $336,882

(c)Consists of non-competition agreements, sales backlog, and an amortizable trade name with useful lives ranging from two to five years.

Intangible assets, net, are comprised of the following as of December 31, 2015:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Trade names indefinite $101,000
 $
 $101,000
Customer relationships 10 years 498,319
 (215,263) 283,056
Developed technology 5 years 13,154
 (7,894) 5,260
Other intangible assets (c) 917
 (907) 10
    $613,390
 $(224,064) $389,326

(c)Consists of non-competition agreements with useful lives ranging from two to three years.

During the second quartersfirst quarter of 20162017 and 2015,2016, the company recorded amortization expense related to identifiable intangible assets of $14,446$12,900 and $13,917, respectively.

During the first six months of 2016 and 2015, the company recorded amortization expense related to identifiable intangible assets of $27,359 and $25,024,$12,913, respectively.

Note E – Investments in Affiliated Companies

The company owns a 50% interest in several joint ventures with Marubun Corporation (collectively "Marubun/Arrow") and aseveral interests ranging from 43% to 50% interest in Arrow Altech Holdings (Pty.) Ltd ("Altech Industries"), a joint venture with Allied Technologies Limited. As a result of one of the company's 2015 acquisitions, the company acquired a 50% interest in two immaterialother joint ventures which are included in "Other" in the tables below.and equity method investments.  These investments are accounted for using the equity method.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The following table presents the company's investment in the following joint ventures:affiliated companies:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
Marubun/Arrow $64,042
 $62,530
 $65,708
 $65,237
Altech Industries 9,311
 8,261
Other 2,632
 2,585
 22,668
 23,164
 $75,985
 $73,376
 $88,376
 $88,401

The equity in earnings of affiliated companies consists of the following:
 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Marubun/Arrow $1,846
 $1,609
 $3,510
 $2,753
 $1,665
 $1,664
Altech Industries 317
 201
 518
 332
Other 64
 93
 55
 131
 (740) 192
 $2,227
 $1,903
 $4,083
 $3,216
 $925
 $1,856

Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. At July 2, 2016,April 1, 2017, the company's pro-rata share of this debt was approximately $1,250.$740. The company believes that there is sufficient equity in each of the joint ventures to meet their obligations. 

Note F – Accounts Receivable

Accounts receivable, net, consists of the following:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
Accounts receivable $5,754,519
 $6,211,077
 $5,920,140
 $6,798,943
Allowances for doubtful accounts (49,886) (49,659) (52,958) (52,256)
Accounts receivable, net $5,704,633
 $6,161,418
 $5,867,182
 $6,746,687
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  The allowances for doubtful accounts are determined using a combination of factors, including the length of time the receivables are outstanding, the current business environment, and historical experience. The company also has notes receivables with certain customers.  As of April 1, 2017,  the company has one customer with a combined note and accounts receivable balance of approximately $19,500.  The customer became delinquent on its repayment of the note during the fourth quarter of 2016. The company believes that it will recover all amounts due; however, it is possible that it could incur a loss.

Note G – Debt

At July 2, 2016 and December 31, 2015,Short-term borrowings, including current portion of long-term debt, consists of the following:

  April 1,
2017
 December 31,
2016
3.00% notes, due 2018 $299,222
 $
Commercial paper 85,239
 
Other short-term borrowings 87,292
 93,827
  $471,753
 $93,827

Other short-term borrowings of $111,259 and $44,024, respectively, wereare primarily utilized to support the working capital requirements. The weighted-average interest rate on these borrowings was .94%2.6% and 3.30%2.4% at July 2, 2016April 1, 2017 and December 31, 2015,2016, respectively.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Long-term debt consists of the following:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
Revolving credit facility $45,000
 $72,000
 $42,500
 $
Asset securitization program 335,000
 75,000
 480,000
 460,000
6.875% senior debentures, due 2018 199,117
 198,886
 199,464
 199,348
3.00% notes, due 2018 298,602
 298,197
 
 299,013
6.00% notes, due 2020 299,058
 298,932
 299,246
 299,183
5.125% notes, due 2021 248,705
 248,566
 248,913
 248,843
3.50% notes, due 2022 345,415
 345,061
 345,959
 345,776
4.50% notes, due 2023 296,417
 296,194
 296,763
 296,646
4.00% notes, due 2025 344,356
 344,092
 344,762
 344,625
7.50% senior debentures, due 2027 198,440
 198,366
 198,551
 198,514
Interest rate swaps designated as fair value hedges 2,252
 711
 56
 152
Other obligations with various interest rates and due dates 6,641
 4,570
 3,635
 4,234
 $2,619,003
 $2,380,575
 $2,459,849
 $2,696,334

The 7.50% senior debentures are not redeemable prior to their maturity.  The 6.875% senior debentures, 3.00% notes, 6.00% notes, 5.125% notes, 3.50% notes, 4.50% notes, and 4.00% notes may be called at the option of the company subject to "make whole" clauses.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The estimated fair market value, using quoted market prices, is as follows:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
6.875% senior debentures, due 2018 $216,000
 $218,000
 $210,500
 $212,500
3.00% notes, due 2018 303,000
 303,000
 303,000
 303,500
6.00% notes, due 2020 332,500
 330,000
 326,500
 325,500
5.125% notes, due 2021 270,500
 267,500
 268,500
 265,500
3.50% notes, due 2022 358,000
 343,000
 352,500
 349,500
4.50% notes, due 2023 319,500
 309,000
 312,500
 305,500
4.00% notes, due 2025 358,500
 336,000
 354,000
 345,000
7.50% senior debentures, due 2027 252,500
 238,000
 243,500
 238,000

The carrying amount of the company's short-term borrowings in various countries, revolving credit facility, asset securitization program, and other obligations approximate their fair value.

The company has a $1,500,0001,800,000 revolving credit facility maturing in December 2018.2021. This facility may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, and acquisitions, and as support for the company's commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or a euro currency rate plus a spread (1.30%(1.18% at July 2, 2016)April 1, 2017), which is based on the company's credit ratings, or an effective interest rate of 1.71%2.10% at July 2, 2016.April 1, 2017. The facility fee, which is based on the company's credit ratings, was .20% at July 2, 2016.April 1, 2017.  The company had $45,000 and $72,000has $42,500 in outstanding borrowings under the revolving credit facility at July 2, 2016 andApril 1, 2017. There were no outstanding borrowings under the revolving credit facility at December 31, 2015, respectively.2016.

The company has a commercial paper program and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1,200,000. The company had $85,239 in outstanding borrowings under the commercial paper program at April 1, 2017 with a weighted average interest rate of 1.40%. The company had no outstanding borrowings under this program at December 31, 2016.

The company has an asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $900,000$910,000 under the asset securitization program, which matures in March 2017. The outstanding borrowings have been classified as long-term debt as of July 2, 2016 based on the company’s intent and ability to refinance on a long-term basis by borrowing funds under the revolving credit facility or through refinancing the existing asset securitization program on a long-term basis.September 2019. The asset securitization program is conducted through Arrow Electronics Funding Corporation ("AFC"), a wholly-
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

owned,wholly-owned, bankruptcy remote subsidiary. The asset securitization program does not qualify for true sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company's consolidated balance sheets. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread (.40% at July 2, 2016)April 1, 2017), which is based on the company's credit ratings, or an effective interest rate of .95%1.45% at July 2, 2016.April 1, 2017. The facility fee is .40%.

At July 2, 2016April 1, 2017 and December 31, 2015,2016, the company had $335,000$480,000 and $75,000,$460,000, respectively, in outstanding borrowings under the asset securitization program, which was included in "Long-term debt" in the company's consolidated balance sheets. Total collateralized accounts receivable of approximately $1,729,000$1,681,144 and $1,871,831,$2,045,464, respectively, were held by AFC and were included in "Accounts receivable, net" in the company's consolidated balance sheets. Any accounts receivable held by AFC would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings before repayment of any outstanding borrowings under the asset securitization program.

Both the revolving credit facility and asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of July 2, 2016April 1, 2017 and is currently not aware of any events that would cause non-compliance with any covenants in the future.  

During February 2015, the company completed the sale of $350,000 principal amount of 3.50% notes due in 2022 and $350,000 principal amount of 4.00% notes due in 2025. The net proceeds of the offering of $688,162 were used to refinance the company's 3.375% notes due November 2015 and for general corporate purposes.

During February 2015, the company redeemed $250,000 principal amount of its 3.375% notes due November 2015. The related loss on the redemption for 2015 was $2,943 and was recognized as a loss on prepayment of debt, which was included in "Other expense, net" in the company's consolidated statements of operations.

The company has a $100,000 uncommitted line of credit. There were no outstanding borrowings under the uncommitted line of credit at July 2, 2016April 1, 2017 and December 31, 2015.2016.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Interest and other financing expense, net, includes interest and dividend income of $1,376$7,926 and $3,390 for$4,667for the second quarterfirst quarters of 2017 and first six months of 2016, respectively. Interest and other financing expense, net, includes interest and dividend income of $1,489 and $2,462 for the second quarter and first six months of 2015, respectively.

Note H – Financial Instruments Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  The fair value hierarchy has three levels of inputs that may be used to measure fair value:

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The following table presents assets (liabilities) measured at fair value on a recurring basis at July 2, 2016April 1, 2017:
 Level 1 Level 2 Level 3 Total Balance Sheet
Location
 Level 1 Level 2 Level 3 Total
Cash equivalents Other assets $1,776
 $
 $
 $1,776
Available-for-sale securities $35,980
 $
 $
 $35,980
 Other assets 40,777
 
 
 40,777
Interest rate swaps 
 2,252
 
 2,252
 Other assets 
 56
 
 56
Foreign exchange contracts 
 2,139
 
 2,139
 Other current assets 
 1,467
 
 1,467
Foreign exchange contracts Accrued expenses 
 (4,751) 
 (4,751)
Contingent consideration 
 
 (2,522) (2,522) 
Accrued expenses
/ Other liabilities
 
 
 (6,150) (6,150)
 $35,980
 $4,391
 $(2,522) $37,849
   $42,553
 $(3,228) $(6,150) $33,175

The following table presents assets (liabilities) measured at fair value on a recurring basis at December 31, 20152016:
 Level 1 Level 2 Level 3 Total Balance Sheet
Location
 Level 1 Level 2 Level 3 Total
Cash equivalents Other assets $2,660
 $
 $
 $2,660
Available-for-sale securities $41,178
 $
 $
 $41,178
 Other assets 37,915
 
 
 37,915
Interest rate swaps 
 711
 
 711
 Other assets 
 152
 
 152
Foreign exchange contracts 
 (738) 
 (738) Other current assets 
 4,685
 
 4,685
Foreign exchange contracts Accrued expenses 
 (3,444) 
 (3,444)
Contingent consideration 
 
 (3,889) (3,889) Accrued expenses
/ Other liabilities
 
 
 (4,027) (4,027)
 $41,178
 $(27) $(3,889) $37,262
 $40,575
 $1,393
 $(4,027) $37,941

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to goodwill and identifiable intangible assets (see Note C)C and D). The company tests these assets for impairment if indicators of potential impairment exist. 

During the first six monthsquarter of 20162017 and 2015,2016, there were no transfers of assets (liabilities) measured at fair value between the three levels of the fair value hierarchy.



ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Available-For-Sale Securities

The company has an 8.4% equity ownership interest in Marubun Corporation ("Marubun") and a portfolio of mutual funds with quoted market prices, all of which are accounted for as available-for-sale securities.

The fair value of the company's available-for-sale securities is as follows:
 July 2, 2016 December 31, 2015 April 1, 2017 December 31, 2016
 Marubun Mutual Funds Marubun Mutual Funds Marubun Mutual Funds Marubun Mutual Funds
Cost basis $10,016
 $17,485
 $10,016
 $17,389
 $10,016
 $18,147
 $10,016
 $18,097
Unrealized holding gain 3,239
 5,240
 8,708
 5,065
 5,059
 7,555
 3,806
 5,996
Fair value $13,255
 $22,725
 $18,724
 $22,454
 $15,075
 $25,702
 $13,822
 $24,093

The fair value of these investments are included in "Other assets" in the company's consolidated balance sheets, and the related unrealized holding gains or losses on these investments are included in "Accumulated other comprehensive loss" in the shareholders' equity section in the company's consolidated balance sheets.

Derivative Instruments

The company uses various financial instruments, including derivative instruments, for purposes other than trading.  Certain derivative instruments are designated at inception as hedges and measured for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are marked-to-market each reporting period with any unrealized gains or losses recognized in earnings.

Interest Rate Swaps

The company occasionally enters into interest rate swap transactions that convert certain fixed-rate debt to variable-rate debt or variable-rate debt to fixed-rate debt in order to manage its targeted mix of fixed- and floating-rate debt. The company uses the hypothetical derivative method to assess the effectiveness of its interest rate swaps designated as fair value hedges on a quarterly basis. The effective portion of
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

the change in the fair value of designated interest rate swaps designated as fair value hedges is recorded as a change to the carrying value of the related hedged debt, and the effective portion of the change in fair value of interest rate swaps designated as cash flow hedges is recorded in the shareholders' equity section in the company's consolidated balance sheets in "Accumulated other comprehensive loss."debt. The ineffective portion of the interest rate swap,swaps, if any, is recorded in "Interest and other financing expense, net" in the company's consolidated statements of operations.

In January 2015, the company entered into four seven-year forward-starting As of April 1, 2017 and December 31, 2016, all outstanding interest rate swaps (the "2015 swaps") which locked in an average treasury rate of 1.98% on a total aggregate notional amount of $200,000. These 2015 swaps were designated as cash flow hedges and managed the risk associated with changes in treasury rates and the impact of future interest payments on the anticipated debt issuances to replace the company's 3.375% notes due to mature in November 2015. In February 2015, the company received $896 in connection with the termination of the 2015 swaps upon issuance of the seven-year notes due in 2022. The fair value of the 2015 swaps is recorded in the shareholders' equity section in the company's consolidated balance sheets in "Accumulated other comprehensive loss" and is being reclassified into income over the seven-year term of the notes due in 2022. For the 2015 swaps, the company reclassified into income $30 and $59 for the second quarter and first six months of 2016, respectively. The company reclassified into income $30 and $39 for the second quarter and first six months of 2015, respectively.hedges.

In April 2014, the company entered into anThe terms of our outstanding interest rate swap with a notional amount of $50,000. The swap modifies the company's interest rate exposure by effectively converting a portion of the fixed 6.00% notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective interest rate of 4.88%contracts at July 2, 2016), through its maturity. The swap is classifiedApril 1, 2017 are as a fair value hedge and had a fair value of $1,758 at July 2, 2016.follows:

In April 2014, the company entered into an interest rate swap, with a notional amount of $50,000. The swap modifies the company's interest rate exposure by effectively converting a portion of the fixed 6.875% senior debentures to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective interest rate of 6.41% at July 2, 2016), through its maturity. The swap is classified as a fair value hedge and had a fair value of $494 at July 2, 2016.
Maturity Date Notional Amount Interest rate due from counterparty Interest rate due to counterparty
April 2020 50,000 6.000% 6 mo. USD LIBOR + 3.896
June 2018 50,000 6.875% 6 mo. USD LIBOR + 5.301

Foreign Exchange Contracts

The company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The company’s transactions in its foreign operations are denominated primarily in the following currencies: Euro, Chinese Renminbi, British pound, Taiwan Dollar, and Australian Dollar. The company enters into foreign exchange forward, option, or swap contracts (collectively, the "foreign exchange contracts") to mitigate the impact of changes in foreign currency exchange rates.  These contracts are executed to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales and generally have terms of no more than six months. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions.  The fair value of the foreign exchange contracts are estimated using market quotes.  The notional amount of the foreign exchange contracts at July 2, 2016 and December 31, 2015 was $367,332 and $382,025, respectively.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

market quotes. The fair valuesnotional amount of derivative instrumentsthe foreign exchange contracts at April 1, 2017 and December 31, 2016 was $601,068 and $460,233, respectively.

Gains and losses related to non-designated foreign currency exchange contracts are recorded in "Cost of sales" in the company's consolidated balance sheetsstatements of operations. Gains and losses related to designated foreign currency exchange contracts are as follows:recorded in "Selling, general, and administrative expenses" and "Interest and other financing expense, net" in the company's consolidated statements of operations and were not material for the first quarters of 2017 and 2016.

  Asset (Liability) Derivatives
      Fair Value
   
Balance Sheet
Location
 July 2,
2016
 December 31,
2015
Derivative instruments designated as hedges:      
Interest rate swaps designated as fair value hedges Other liabilities $
 $
Interest rate swaps designated as fair value hedges Other assets 2,252
 711
Foreign exchange contracts designated as cash flow hedges Other current assets 77
 896
Foreign exchange contracts designated as cash flow hedges Accrued expenses (874) (572)
Total derivative instruments designated as hedging instruments   1,455
 1,035
Derivative instruments not designated as hedges:    
  
Foreign exchange contracts Other current assets 4,764
 1,729
Foreign exchange contracts Accrued expenses (1,828) (2,791)
Total derivative instruments not designated as hedging instruments   2,936
 (1,062)
Total   $4,391
 $(27)
The effecteffects of derivative instruments on the company's consolidated statements of operations isand other comprehensive income are as follows:
  Gain (Loss) Recognized in Income
  
Quarter Ended
Six Months Ended
   July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
Derivative instruments not designated as hedges:        
Foreign exchange contracts (a) $4,660
 $(1,187) $1,612
 $(379)
  Total $4,660
 $(1,187) $1,612
 $(379)

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

  Cash Flow Hedges
  Quarter Ended Six Months Ended
  July 2, 2016 July 2, 2016
  
Interest Rate Swaps (b)
 
Foreign Exchange Contracts (c)
 
Interest Rate Swaps (b)
 
Foreign Exchange Contracts (c)
Effective portion:        
Gain (loss) recognized in other comprehensive income $
 $543
 $
 $(534)
Loss reclassified into income $(150) $(469) $(299) $(1,091)
         
  Cash Flow Hedges
  Quarter Ended Six Months Ended
  June 27, 2015 June 27, 2015
  
Interest Rate Swaps (b)
 
Foreign Exchange Contracts (c)
 
Interest Rate Swaps (b)
 
Foreign Exchange Contracts (c)
Effective portion:        
Gain (loss) recognized in other comprehensive income $
 $(2,245) $827
 $437
Gain (loss) reclassified into income $(141) $163
 $(302) $(678)
Ineffective portion:        
Gain recognized in income $
 $
 $69
 $
   Quarter Ended
  April 1,
2017
 April 2,
2016
Loss Recognized in Income    
Foreign exchange contracts $(8,939) $(3,439)
Interest rate swaps (158) (149)
Total $(9,097) $(3,588)
Gain (Loss) Recognized in Other Comprehensive Income before reclassifications    
Foreign exchange contracts $176
 $(846)
Interest rate swaps $
 $

(a)The amount of gain (loss) recognized in income on derivatives is recorded in "Cost of sales" in the company's consolidated statements of operations.
(b)Both the effective and ineffective portions of any gain (loss) reclassified or recognized in income are recorded in "Interest and other financing expense, net" in the company's consolidated statements of operations. The gain (loss) amounts reclassified into income relate to the termination of swaps.
(c)Both the effective and ineffective portions of any gain (loss) reclassified or recognized in income are recorded in "Cost of sales" in the company's consolidated statements of operations.

Other

The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable approximate their fair value due to the short maturities of these financial instruments.

Note I – Restructuring, Integration, and Other Charges

The following table presents the components of the restructuring, integration, and other charges:
 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Restructuring and integration charges - current period actions $7,652
 $9,875
 $10,103
 $19,185
 $7,983
 $2,451
Restructuring and integration charges - actions taken in prior periods 1,838
 268
 3,961
 678
 2,102
 2,123
Other charges 6,616
 7,004
 22,830
 13,480
 5,420
 16,214
 $16,106
 $17,147
 $36,894
 $33,343
 $15,505
 $20,788

2017 Restructuring and Integration Charges

The following table presents the components of the 2017 restructuring and integration charges and activity in the related restructuring and integration accrual for the first quarter of 2017:
  
Personnel
Costs
 Facilities Costs Other Total
Restructuring and integration charges $4,779
 $2,674
 $530
 $7,983
Payments (2,330) (1,259) 
 (3,589)
Foreign currency translation 
 13
 
 13
Balance as of April 1, 2017 $2,449
 $1,428
 $530
 $4,407

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

2016 Restructuring and Integration Charges

The following table presents the components of the 2016 restructuring and integration charges and activity in the related restructuring and integration accrual for the first six months of 2016:
  
Personnel
Costs
 Facilities Costs Other Total
Restructuring and integration charges $7,529
 $2,473
 $101
 $10,103
Payments (2,696) (312) (75) (3,083)
Foreign currency translation (113) (12) (15) (140)
Balance as of July 2, 2016 $4,720
 $2,149
 $11
 $6,880

These restructuring initiatives are due to the company's continued efforts to lower cost and drive operational efficiency. Integration costs are primarily related to the integration of acquired businesses within the company's pre-existing business and the consolidation of certain operations.

20152016 Restructuring and Integration Charges

The following table presents the activity in the restructuring and integration accrual for the first six monthsquarter of 20162017 related to the 2015restructuring and integration:integration actions taken in 2016:
  
Personnel 
Costs
 Facilities Costs Other Total
Balance as of December 31, 2015 $16,321
 $403
 $159
 $16,883
Restructuring and integration charges 1,830
 2,209
 
 4,039
Payments (13,982) (440) (31) (14,453)
Foreign currency translation (18) 2
 
 (16)
Balance as of July 2, 2016 $4,151
 $2,174
 $128
 $6,453
  
Personnel 
Costs
 Facilities Costs Other Total
Balance as of December 31, 2016 $11,694
 $3,793
 $316
 $15,803
Restructuring and integration charges (credits) 2,423
 (396) (5) 2,022
Payments (5,126) (373) (123) (5,622)
Foreign currency translation 104
 35
 4
 143
Balance as of April 1, 2017 $9,095
 $3,059
 $192
 $12,346

Restructuring and Integration Accruals Related to Actions Taken Prior to 20152016

The following table presents the activityIncluded in therestructuring, integration, and other charges for first quarter of 2017 are restructuring and integration accruals for the first six monthscharges of 2016$80 related to restructuring and integration actions taken prior to 2015:
  
Personnel
Costs
 Facilities Costs Other Total
Balance as of December 31, 2015 $2,754
 $2,341
 $
 $5,095
Restructuring and integration charges (credits) (308) (64) 294
 (78)
Payments (981) (964) (378) (2,323)
Foreign currency translation 40
 (19) 84
 105
Balance as of July 2, 2016 $1,505
 $1,294
 $
 $2,799
2016. The restructuring and integration charge (credits) includes adjustments to personnel costs of $143, facilities costs of $(44), and other costs of $(19). The restructuring and integration accruals at April 1, 2017 related to actions taken prior to 2016 of $4,019 include accruals for personnel costs of $1,557 and accruals for facilities costs of $2,462.

Restructuring and Integration Accrual Summary

In summary, theThe restructuring and integration accruals aggregate $16,132to $20,772 at July 2, 2016,April 1, 2017, all of which are expected to be spent in cash, and are expected to be utilized as follows:

The accruals for personnel costs totaling $10,376$13,101 relate to the termination of personnel that have scheduled payouts of $7,908 in 2016, $2,129$10,740 in 2017, $306$661 in 2018, $17$1,289 in 2019, $400 in 2020, and $16$11 in 2020.

2021.
The accruals for facilities totaling $5,617$6,949 relate to vacated leased properties that have scheduled payments of $4,016 in 2016, $813$5,350 in 2017, $667$353 in 2018, $239 in 2019, $450 in 2020, $281 in 2021, and $121 in 2019.$276 thereafter.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


Other accruals of $139$722 are expected to be spent withinwithin one year.year.

Other Charges

Included in restructuring, integration, and other charges for the secondfirst quarter and first six months of 20162017 are fraud loss, acquisition-related, and other expenses of $6,616 and $22,830, respectively. The company determined that it was the target$5,420. Included in these expenses are acquisition-related expenses of criminal fraud by persons impersonating a company executive, which resulted in unauthorized transfers$2,679 consisting of cash from a company account in Europe to outside bank accounts in Asia in January 2016.  An independent investigation and legal actions by the company and law enforcement are ongoing.  To date, the information gathered by the company indicates that this is an isolated event not associated with a security breach or loss of data.  Additionally, no officers or employees of the company were involved in the fraud. During the first six months of 2016, the Company recorded a fraud loss, net of insurance recoveries, of $3,942. During the second quarter of 2016, the company recorded a credit of $9,253, which included insurance recoveries and incremental expenses related to the fraud loss. Included within “Other current assets” is approximately $29,000 of cash frozen in outside bank accounts that the company believes is probable of recovery. The charges for the second quarter and first six months of 2016 of $3,334 and $4,956, respectively, related to contingent consideration for acquisitions completed in prior years which were conditional upon the financial performance of the acquired companies and the continued employment of the selling shareholders, as well as professional and other fees directly related to recent acquisition activity. During 2016, the company adopted an amendment to its Wyle defined benefit plan and incurred a settlement expense of $12,211 during the second quarter of 2016.

Included in restructuring, integration, and other charges for the secondfirst quarter and first six months of 20152016 are other expenses of $16,214. Included in these expenses is a fraud loss of $13,195 and acquisition-related expenses of $7,004 and $13,480, respectively, consisting of charges$1,624 related to contingent consideration for acquisitions completed in prior years which were conditional upon the financial performance of the acquired companies and the continued employment of the selling shareholders, as well as professional and other fees directly related to recent acquisition activity.

In January 2016, the company determined that it was the target of criminal fraud by persons impersonating a company executive, which resulted in unauthorized transfers of cash from a company account in Europe to outside bank accounts in Asia. Legal actions by the company and law enforcement are ongoing. The information gathered by the company indicates that this was an isolated event not associated with a security breach or loss of data. Additionally, no officers or employees of the company were involved in the fraud.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


Note J – Net Income per Share

The following table presents the computation of net income per share on a basic and diluted basis (shares in thousands):
 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Net income attributable to shareholders $134,270
 $123,932
 $240,505
 $229,990
 $113,768
 $106,235
Weighted-average shares outstanding - basic 91,782
 95,638
 91,647
 95,776
 89,262
 91,514
Net effect of various dilutive stock-based compensation awards 911
 1,011
 1,124
 1,098
 1,279
 1,273
Weighted-average shares outstanding - diluted 92,693
 96,649
 92,771
 96,874
 90,541
 92,787
Net income per share:  
  
      
  
Basic $1.46
 $1.30
 $2.62
 $2.40
 $1.27
 $1.16
Diluted (a) $1.45
 $1.28
 $2.59
 $2.37
 $1.26
 $1.14

(a)Stock-based compensation awards for the issuance of 848,000244 and 987,0001,039 shares for the secondfirst quarter of 2017 and first six months of 2016, and 709,000 and 607,000 shares for the second quarter and first six months of 2015, respectively, were excluded from the computation of net income per share on a diluted basis as their effect was anti-dilutive.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


Note K – Shareholders' Equity

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in Accumulated other comprehensive income (loss), excluding non-controllingnoncontrolling interests:
 Quarter Ended Six Months Ended Quarter Ended
 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 April 1, 2017 April 2, 2016
Foreign Currency Translation Adjustment:        
Other comprehensive income (loss) before reclassifications (a) $(50,181) $47,890
 $19,788
 $(151,338)
Foreign Currency Translation Adjustment and Other:    
Other comprehensive income before reclassifications (a) $37,603
 $69,969
Amounts reclassified into income (111) (163) 1,091
 678
 (1,335) 1,202
Unrealized Gain (Loss) on Investment Securities, Net:            
Other comprehensive income (loss) before reclassifications (2,030) 2,169
 (3,681) 2,293
 1,728
 (1,651)
Amounts reclassified into income 
 
 
 
 
 
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net:        
Other comprehensive income (loss) before reclassifications 
 (346) 
 550
Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges, Net:    
Other comprehensive income before reclassifications 
 
Amounts reclassified into income 93
 116
 184
 143
 97
 91
Employee Benefit Plan Items, Net:            
Other comprehensive income before reclassifications 31
 35
 72
 69
 5
 41
Amounts reclassified into income 3,813
 847
 4,692
 1,655
 401
 879
Net change in Accumulated other comprehensive income (loss) $(48,385) $50,548
 $22,146
 $(145,950) $38,499
 $70,531

(a)Includes intra-entity foreign currency transactions that are of a long-term investment nature of $3,982$7,290 and $(28,819)$(32,801) for the secondfirst quarter of 2017 and first six months of 2016, and $600 and $45,863 for the second quarter and first six months of 2015, respectively.

Share-Repurchase Program

In September 2015, the company's Board approved a repurchase of up to $400,000 of the company's common stock. As of July 2, 2016, the company repurchased 1,982,894 shares under the program with a market value of $113,778 at the dates of repurchase, of which 506,670 shares with a market value of $31,060 were repurchased during the second quarter of 2016.

Note L – Employee Benefit Plans

In 2016, the company adopted an amendment to its Wyle defined benefit plan that provided eligible plan participants with the option to receive an early distribution of their pension benefits. Lump sum payments of $26,063 were made during June 2016 and the company incurred a settlement expense of $12,211.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Share-Repurchase Program

The componentsfollowing table shows the company's Board of the net periodic benefit costs for the Wyle defined benefit plan areDirectors (the "Board") approved share-repurchase programs as follows:

of April 1, 2017:
  Quarter Ended Six Months Ended
  July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015
Components of net periodic benefit costs:        
Service cost $
 $
 $
 $
Interest cost 1,328
 1,330
 2,656
 2,659
Expected return on plan assets (1,538) (1,790) (3,076) (3,580)
Amortization of net loss 443
 417
 885
 834
Amortization of prior service cost 
 
 
 
Net periodic benefit costs 233
 (43) 465
 (87)
Settlement charge 12,211
 
 12,211
 
Net benefit costs $12,444
 $(43) $12,676
 $(87)
Month of Board Approval Dollar Value Approved for Repurchase Dollar Value of Shares Repurchased 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
September 2015 $400,000
 $336,310
 $63,690
December 2016 400,000
 
 400,000
Total $800,000
 $336,310
 $463,690

Note ML – Contingencies

Environmental Matters

In connection with the purchase of Wyle in August 2000, the company acquired certain of the then outstanding obligations of Wyle, including Wyle's indemnification obligations to the purchasers of its Wyle Laboratories division for environmental clean-up costs associated with any then existing contamination or violation of environmental regulations. Under the terms of the company's purchase of Wyle from the sellers, the sellers agreed to indemnify the company for certain costs associated with the Wyle environmental obligations, among other things. In 2012, the company entered into a settlement agreement with the sellers pursuant to which the sellers paid $110,000 and the company released the sellers from their indemnification obligation. As part of the settlement agreement, the company accepted responsibility for any potential subsequent costs incurred related to the Wyle matters. The company is aware of two Wyle Laboratories facilities (in Huntsville, Alabama and Norco, California) at which contaminated groundwater was identified and will require environmental remediation. In addition, the company was named as a defendant in several lawsuits related to the Norco facility and a third site in El Segundo, California which have now been settled to the satisfaction of the parties.

The company expects these environmental liabilities to be resolved over an extended period of time. Costs are recorded for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals for environmental liabilities are adjusted periodically as facts and circumstances change, assessment and remediation efforts progress, or as additional technical or legal information becomes available. Environmental liabilities are difficult to assess and estimate due to various unknown factors such as the timing and extent of remediation, improvements in remediation technologies, and the extent to which environmental laws and regulations may change in the future. Accordingly, the company cannot presently fully estimate the ultimate potential costs related to these sites until such time as a substantial portion of the investigation at the sites is completed and remedial action plans are developed and, in some instances, implemented. To the extent that future environmental costs exceed amounts currently accrued by the company, net income would be adversely impacted and such impact could be material.

Accruals for environmental liabilities are included in "Accrued expenses" and "Other liabilities" in the company's consolidated balance sheets. The company has determined that there is no amount within the environmental liability range that is a better estimate than any other amount, and therefore has recorded the accruals at the minimum amount of the ranges.

As successor-in-interest to Wyle, the company is the beneficiary of various Wyle insurance policies that covered liabilities arising out of operations at Norco and Huntsville. To date, the company has recovered approximately $37,000 from certain insurance carriers relating to environmental clean-up matters at the Norco site. The company is considering the best way to pursue its potential claims against insurers regarding liabilities arising out of operations at Huntsville. The resolution of these matters will likely take several years. The company has not recorded a receivable for any potential future insurance recoveries related to the Norco and Huntsville environmental matters, as the realization of the claims for recovery are not deemed probable at this time.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

The company believes the settlement amount together with potential recoveries from various insurance policies covering environmental remediation and related litigation will be sufficient to cover any potential future costs related to the Wyle acquisition; however, it is possible unexpected costs beyond those anticipated could occur.

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Environmental Matters - Huntsville

In February 2015, the company and the Alabama Department of Environmental Management ("ADEM") finalized and executed a consent decree in connection with the Huntsville, Alabama site. Characterization of the extent of contaminated soil and groundwater continues at the site. Under the direction of the ADEM, approximately $5,000$5,500 was spent to date. The pace of the ongoing remedial investigations, project management, and regulatory oversight is likely to increase somewhat and, though the complete scope of the activities is not yet known, the company currently estimates additional investigative and related expenditures at the site of approximately $300 to $750.$600. The nature and scope of both feasibility studies and subsequent remediation at the site has not yet been determined, but assuming the outcome includes source control and certain other measures, the cost is estimated to be between $3,000 and $4,000.

Despite the amount of work undertaken and planned to date, the company is unable to estimate any potential costs in addition to those discussed above because the complete scope of the work is not yet known, and, accordingly, the associated costs have yet to be determined.

Environmental Matters - Norco

In October 2003, the company entered into a consent decree with Wyle Laboratories and the California Department of Toxic Substance Control (the "DTSC") in connection with the Norco site. In April 2005, a Remedial Investigation Work Plan was approved by DTSC that provided for site-wide characterization of known and potential environmental issues. Investigations performed in connection with this work plan and a series of subsequent technical memoranda continued until the filing of a final Remedial Investigation Report early in 2008. Work is under way pertaining to the remediation of contaminated groundwater at certain areas on the Norco site and of soil gas in a limited area immediately adjacent to the site. In 2008, a hydraulic containment system was installed to capture and treat groundwater before it moves into the adjacent offsite area. In September 2013, the DTSC approved the final Remedial Action Plan ("RAP") and work is currently progressing under the RAP. The approval of the RAP includes the potential for additional remediation action after the five year review of the hydraulic containment system if the review finds that contaminants have not been sufficiently reduced in the offsite area.

Approximately $50,000$54,500 was spent to date on remediation, project management, regulatory oversight, and investigative and feasibility study activities. The company currently estimates that these activities will give rise to an additional $12,400$20,600 to $24,500.$31,300. Project management and regulatory oversight include costs incurred by project consultants for project management and costs billed by DTSC to provide regulatory oversight.

Despite the amount of work undertaken and planned to date, the company is unable to estimate any potential costs in addition to those discussed above because the complete scope of the work under the RAP is not yet known, and, accordingly, the associated costs have yet to be determined.

Tekelec Matter

In 2000, the company purchased Tekelec Europe SA ("Tekelec") from Tekelec Airtronic SA and certain other selling shareholders. Subsequent to the closing of the acquisition, Tekelec received a product liability claim in the amount of €11,333. The product liability claim was the subject of a French legal proceeding started by the claimant in 2002, under which separate determinations were made as to whether the products that are subject to the claim were defective and the amount of damages sustained by the purchaser. The manufacturer of the products also participated in this proceeding. The claimant commenced legal proceedings against Tekelec and its insurers to recover damages in the amount of €3,742 and expenses of €312 plus interest. In May 2012, the French court ruled in favor of Tekelec and dismissed the plaintiff's claims. In January 2015, the Court of Appeals confirmed the French court's ruling; however, the ruling remains subject to a final appeal by the plaintiff. The company believes that any amount in addition to the amount accrued by the company would not materially adversely impact the company's consolidated financial position, liquidity, or results of operations.

Antitrust Investigation
On January 21, 2014, the company received a Civil Investigative Demand in connection with an investigation by the Federal Trade Commission ("FTC") relating generally to the use of a database program (the “database program”) that has operated for more than ten years under the auspices of the Global Technology Distribution Council ("GTDC"), a trade group of which the company is a member. Under the database program, certain members of the GTDC who participate in the program provide sales data to a third
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

party independent contractor chosen by the GTDC. The data is aggregated by the third party and the aggregated data is made available to the program participants. The company understands that other members participating in the database program have received similar Civil Investigative Demands.

In April 2014, the company responded to the Civil Investigative Demand. The Civil Investigative Demand merely sought information, and no proceedings have been instituted against any person. The company continues to believe that there has not been any conduct by the company or its employees that would be actionable under the antitrust laws in connection with its participation in the database program. At this time, it is not possible to predict the potential impact, if any, of the Civil Investigative Demand or whether any actions may be instituted by the FTC against any person.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


Other

From time to time, in the normal course of business, the company may become liable with respect to other pending and threatened litigation, environmental, regulatory, labor, product, and tax matters. While such matters are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company's consolidated financial position, liquidity, or results of operations.

Note NM – Segment and Geographic Information

The company is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions.  The company distributes electronic components to original equipment manufacturers and contract manufacturers through its global components business segment and provides enterprise computing solutions to value-added resellers through its global ECS business segment.  As a result of the company's philosophy of maximizing operating efficiencies through the centralization of certain functions, selected fixed assets and related depreciation, as well as borrowings, are not directly attributable to the individual operating segments and are included in the corporate business segment.

Sales and operating income (loss), by segment, are as follows:
 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Sales:            
Global components $3,832,972
 $3,698,175
 $7,508,901
 $7,044,938
 $4,058,803
 $3,675,929
Global ECS 2,139,129
 2,131,814
 3,937,377
 3,787,436
 1,700,749
 1,798,248
Consolidated $5,972,101
 $5,829,989
 $11,446,278
 $10,832,374
 $5,759,552
 $5,474,177
Operating income (loss):  
  
      
  
Global components $178,385
 $169,817
 $349,155
 $334,712
 $173,533
 $170,770
Global ECS 109,399
 98,394
 187,611
 165,911
 80,879
 78,212
Corporate (a) (64,192) (61,268) (131,810) (116,246) (62,690) (67,618)
Consolidated $223,592
 $206,943
 $404,956
 $384,377
 $191,722
 $181,364

(a)Includes restructuring, integration, and other charges of $16,106$15,505 and $36,894$20,788 for the second quarterfirst quarters of 2017 and first six months of 2016, and $17,147 and $33,343 for the second quarter and first six months of 2015, respectively.

Total assets, by segment, are as follows:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
Global components $7,887,307
 $7,276,143
 $8,561,728
 $8,360,926
Global ECS 4,335,613
 5,074,529
 4,096,249
 5,053,172
Corporate 723,886
 671,258
 761,398
 792,268
Consolidated $12,946,806
 $13,021,930
 $13,419,375
 $14,206,366

ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

Sales, by geographic area, are as follows:
 Quarter Ended Six Months Ended Quarter Ended
 July 2,
2016
 June 27,
2015
 July 2,
2016
 June 27,
2015
 April 1,
2017
 April 2,
2016
Americas (b) $2,809,558
 $2,912,126
 $5,430,035
 $5,374,315
 $2,642,988
 $2,620,477
EMEA (c) 1,777,026
 1,665,013
 3,442,906
 3,169,937
 1,685,841
 1,665,880
Asia/Pacific 1,385,517
 1,252,850
 2,573,337
 2,288,122
 1,430,723
 1,187,820
Consolidated $5,972,101
 $5,829,989
 $11,446,278
 $10,832,374
 $5,759,552
 $5,474,177

(b)Includes sales related to the United States of $2,591,296$2,378,480 and $4,987,359$2,396,063 for the secondfirst quarter of 2017 and first six months of 2016, and $2,702,783 and $4,953,205 for the second quarter and first six months of 2015, respectively.

(c)Defined as Europe, the Middle East, and Africa.

Net property, plant, and equipment, by geographic area, is as follows:
 July 2,
2016
 December 31,
2015
 April 1,
2017
 December 31,
2016
Americas (d) $613,475
 $582,973
 $658,135
 $631,386
EMEA 90,547
 88,727
 92,333
 90,834
Asia/Pacific 33,529
 28,478
 36,128
 34,079
Consolidated $737,551
 $700,178
 $786,596
 $756,299

(d)Includes net property, plant, and equipment related to the United States of $609,633$653,648 and $580,791$626,964 at July 2, 2016April 1, 2017 and December 31, 2015,2016, respectively.

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Arrow Electronics, Inc. (the "company") is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company provideshas one of the world’s broadest portfolios of product offerings in theavailable from leading electronic components and enterprise computing solutions industries andsuppliers, coupled with a wide range of value-added services, tosolutions and tools that help industrial and commercial customers introduce innovative products, reduce their time to market, and enhance their overall competitiveness. The company has two business segments, the global components business segment and the global enterprise computing solutions ("ECS") business segment. The company providesdistributes electronic components to original equipment manufacturers and contract manufacturers through its global components business segment and provides enterprise computing solutions to value-added resellers through its global ECS business segment. For the first six monthsquarter of 2016,2017, approximately 66%70% of the company's sales were from the global components business segment and approximately 34%30% of the company's sales were from the global ECS business segment.


The company's financial objectives are to grow sales faster than the market, increase the markets served, grow profits faster than sales, and increase return on invested capital. To achieve its objectives, the company seeks to capture significant opportunities to grow across products, markets, and geographies. To supplement its organic growth strategy, the company continually evaluates strategic acquisitions to broaden its product and value-added service offerings, increase its market penetration, and/or expand its geographic reach.

Executive Summary

Consolidated sales for the secondfirst quarter and first six months of 20162017 increased by 2.4% and 5.7%, respectively,5.2% compared with the year-earlier period. The increase for the secondfirst quarter of 20162017 was driven by an increase in the global components business segment sales of 3.6%. The increase for the first six months of 2016 was driven10.4% offset partially by an increase in the global components business segment sales of 6.6% and an increasea decrease in the global ECS business segment sales of 4.0%5.4%. Adjusted for the change in foreign currencies and acquisitions, consolidated sales increased 1.6%5.8% for the first six monthsquarter of 2016,2017 compared with the year-earlier period.

Net income attributable to shareholders increased to $134.3 million and $240.5$113.8 million in the secondfirst quarter and first six months of 2016, respectively,2017 compared to $123.9 million and $230.0$106.2 million in the year-earlier periods.period. The following items impacted the comparability of the company's results:

Second quarters of 2016 and 2015:

restructuring, integration, and other charges of $16.1$15.5 million in 20162017 and $17.1$20.8 million in 2015;2016; and
identifiable intangible asset amortization of $14.4$12.9 million in 2016both 2017 and $13.9 million in 2015; and
a loss on investment of $1.5 million in 2015.

First six months of 2016 and 2015:

restructuring, integration, and other charges of $36.9 million in 2016 and $33.3 million in 2015;
identifiable intangible asset amortization of $27.4 million in 2016 and $25.0 million in 2015;
a loss on prepayment of debt of $2.9 million in 2015;
a gain on sale of investment of $2.0 million in 2015; and
a loss on investment of $1.5 million in 2015.2016.

Excluding the aforementioned items, net income attributable to shareholders for the secondfirst quarter and first six months of 20162017 increased to $152.7$132.4 million and $285.0 million, respectively, compared with $148.9 million and $276.7$132.2 million in the year-earlier periods.period.

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States ("GAAP"), the company also discloses certain non-GAAP financial information, including:

Sales, income, or expense items as adjusted for the impact of changes in foreign currencies (referred to as "impact of changes in foreign currencies") and the impact of acquisitions by adjusting the company's operating results for businesses acquired, including the amortization expense related to acquired intangible assets, as if the acquisitions had occurred at the beginning of the earliest period presented (referred to as "impact of acquisitions");

Operating income as adjusted to exclude identifiable intangible asset amortization and restructuring, integration, and other charges; and
Net income attributable to shareholders as adjusted to exclude identifiable intangible asset amortization and restructuring, integration, and other charges, loss on prepayment of debt, and gain on sale of investment.charges.

Management believes that providing this additional information is useful to the reader to better assess and understand the company's operating performance, especially when comparing results with previous periods, primarily because management typically monitors the business adjusted for these items in addition to GAAP results. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.




Sales

Substantially all of the company's sales are made on an order-by-order basis, rather than through long-term sales contracts.  As such, the nature of the company's business does not provide for the visibility of material forward-looking information from its customers and suppliers beyond a few months.

Following is an analysis of net sales by reportable segment (in millions):
Quarter Ended   Six Months Ended  Quarter Ended  
July 2, 2016 June 27, 2015 
Change
 July 2, 2016 June 27, 2015 
Change
April 1,
2017
 April 2,
2016
 
Change
Consolidated sales, as reported$5,972
 $5,830
 2.4 % $11,446
 $10,832
 5.7%$5,760
 $5,474
 5.2 %
Impact of changes in foreign currencies
 (1)   
 (61)  
 (73)  
Impact of acquisitions
 163
   38
 532
  
 43
  
Consolidated sales, as adjusted*$5,972
 $5,992
 flat
 $11,485
 $11,303
 1.6%
Consolidated sales, as adjusted$5,760
 $5,444
 5.8 %
      
 
       
Global components sales, as reported$3,833
 $3,698
 3.6 % $7,509
 $7,045
 6.6%$4,059
 $3,676
 10.4 %
Impact of changes in foreign currencies
 (6)   
 (46)  
 (40)  
Impact of acquisitions
 96
   
 314
  
 4
  
Global components sales, as adjusted*$3,833
 $3,788
 1.2 % $7,509
 $7,313
 2.7%
Global components sales, as adjusted$4,059
 $3,640
 11.5 %
      
 
       
Global ECS sales, as reported$2,139
 $2,132
 flat
 $3,937
 $3,787
 4.0%$1,701
 $1,798
 (5.4)%
Impact of changes in foreign currencies
 5
   
 (15)  
 (33)  
Impact of acquisitions
 67
   38
 218
  
 38
  
Global ECS sales, as adjusted*$2,139
 $2,204
 (2.9)% $3,976
 $3,990
 flat
$1,701
 $1,804
 (5.7)%

* The sum of the components for consolidated sales, as adjusted, may not agree to totals, as presented, due to rounding.

Consolidated sales for the secondfirst quarter and first six months of 20162017 increased by $142.1$285.4 million, or 2.4%5.2%, and $613.9 million, or 5.7%, respectively, compared with the year-earlier period. The increase for the secondfirst quarter of 20162017 was driven by an increase in global components business segment sales, of $134.8 million, or 3.6%. The increase for the first six months of 2016 was drivenoffset partially by an increase in global components business segment sales of $464.0 million, or 6.6%, and an increasea decrease in global ECS business segment sales of $149.9 million, or 4.0%, compared with the year-earlier period.sales. Adjusted for the impact of changes in foreign currencies and acquisitions, consolidated sales increased 1.6%5.8% for the first six monthsquarter of 2016,2017 compared with the year-earlier period.

In the global components business segment, sales for the secondfirst quarter and first six months of 20162017 increased 3.6% and 6.6%$382.9 million, or 10.4%, respectively, compared with the year-earlier periods, primarily due to increased demandperiod, with double digit sales growth in both the Asia and EMEA region andregions, adjusted for the impact of recently acquired businesses.foreign currencies. The Americas region also had strong results with the Sustainable Technology Solutions and Digital businesses driving sales growth for the period. Adjusted for the impact of changes in foreign currencies and acquisitions, the company's global components business segment sales increased by 1.2% and 2.7%11.5% for the secondfirst quarter and first six months of 2016, respectively,2017 compared with the year-earlier period.

In the global ECS business segment, sales for the secondfirst quarter of 2016 were flat and sales for the first six months of 2016 increased 4.0%2017 decreased $97.5 million, or 5.4%, compared with the year-earlier period, primarily due to decreases in demand for servers and virtualization software, and the increased demandimpact of changes in the EMEA regionforeign currencies. The decreases were partially offset by an increase in infrastructure software sales and the impact of recently acquired businesses. Adjusted for the impact of changes in foreign currencies and acquisitions, the company's global ECS business segment

sales decreased by 2.9% for the second quarter of 2016 and were flat5.7% for the first six monthsquarter of 2016,2017 compared with the year-earlier period due to the decline in the Americas region partially offset by the growth in the EMEA region.period.











Gross Profit

Following is an analysis of gross profit (in millions):
 Quarter Ended   Six Months Ended  
 July 2,
2016
 June 27, 2015 % Change July 2, 2016 June 27, 2015 % Change
Consolidated gross profit, as reported$799
 $769
 3.9% $1,548
 $1,454
 6.4%
Impact of changes in foreign currencies
 1
   
 (8) 
Impact of acquisitions
 16
   4
 64
 
Consolidated gross profit, as adjusted*$799
 $785
 1.7% $1,552
 $1,510
 2.8%
Consolidated gross profit as a percentage of sales, as reported13.4% 13.2% 20 bps
 13.5% 13.4% 10 bps
Consolidated gross profit as a percentage of sales, as adjusted13.4% 13.1% 30 bps
 13.5% 13.4% 10 bps

* The sum of the components for consolidated gross profit, as adjusted, may not agree to totals, as presented, due to rounding.
 Quarter Ended   
 April 1,
2017
 April 2,
2016
 % Change
Consolidated gross profit, as reported$760
 $749
 1.5% 
Impact of changes in foreign currencies
 (11)   
Impact of acquisitions
 8
   
Consolidated gross profit, as adjusted$760
 $746
 1.9% 
Consolidated gross profit as a percentage of sales, as reported13.2% 13.7% (50)bps
Consolidated gross profit as a percentage of sales, as adjusted13.2% 13.7% (50)bps

The company recorded gross profit of $798.8$759.9 million and $1.55 billion in the secondfirst quarter and first six months of 2016, respectively,2017 compared with $768.6$748.9 million and $1.45 billion in the year-earlier period. The increase in gross profit was primarily due to increased demand in the aforementioned 2.4% and 5.7% increase in sales during the second quarter and first six months of 2016, respectively.components business. Gross profit margin increasedmargins in the first quarter of 2017 decreased by approximately 20 and 1050 basis points for the second quarter and first six months of 2016, respectively, compared with the year-earlier periods.period primarily due to changes in business mix as well as the regional mix of sales across the global components business.

Gross profit from the global components business increased 2.3% on a sales increase of 10.4%, with a decrease in gross margins partially offsetting the increase in sales.

Gross profit from the global ECS business decreased 0.5% on a sales decrease of 5.4%, with increased margins largely offsetting the decrease in sales.

Selling, General, and Administrative Expenses and Depreciation and Amortization

Following is an analysis of operating expenses (in millions):
Quarter Ended   Six Months Ended  Quarter Ended  
July 2,
2016

June 27, 2015 
Change
 July 2, 2016 June 27, 2015 
Change
April 1,
2017

April 2,
2016
 
Change
Selling, general, and administrative expenses, as reported$519
 $505
 2.8% $1,025
 $959
 6.8%$516
 $506
 1.9 %
Depreciation and amortization, as reported40
 40
 1.6% 81
 77
 5.7%37
 41
 (9.3)%
Operating expenses, as reported559

545
 2.7% 1,106
 1,036
 6.7%553

547
 1.1 %
Impact of changes in foreign currencies
 
   
 (7) 

 (7)  
Impact of acquisitions
 12
   4
 49
 

 6
  
Operating expenses, as adjusted$559
 $557
 flat
 $1,110
 $1,078
 3.0%$553
 $546
 1.3 %
Operating expenses as a percentage of sales, as reported9.4% 9.3% 10 bps
 9.7% 9.6% 10 bps
9.6% 10.0% (40) bps
Operating expenses as a percentage of sales, as adjusted9.4% 9.3% 10 bps
 9.7% 9.5% 20 bps
9.6% 10.0% (40) bps

Selling, general, and administrative expenses increased by $14.0$9.7 million, or 2.8%1.9%, in the secondfirst quarter of 20162017 on a sales increase of 2.4%, and increased by $65.2 million, or 6.8%, in the first six months of 2016 on a sales increase of 5.7%,5.2% compared with the year-earlier period. Selling, general, and administrative expenses as a percentage of sales were 8.7% and 9.0% for the secondfirst quarter and first six months of 2016, respectively,2017 compared with 8.7% and 8.9%9.2% in the year-earlier period.

Depreciation and amortization expense increased by $0.6 million, or 1.6%, and $4.4 million, or 5.7%,as a percentage of operating expenses was 6.7% for the secondfirst quarter and first six months of 2016, respectively,2017, compared with 7.5% in the year-earlier period, primarily due to recent acquisitions.period. Included in depreciation and amortization expense is identifiable intangible asset amortization of $14.4 million and $27.4$12.9 million for both the secondfirst quarter of 2017 and the first six monthsquarter of 2016 compared to $13.9 million and $25.0 million for the second quarter and first six months of 2015, respectively.2016.

Adjusted for the impact of changes in foreign currencies and acquisitions, operating expenses were flat for the second quarter of 2016 and increased 3.0%1.3% for the first six monthsquarter of 2016. Adjusted for the impact of changes in foreign currencies and acquisitions, operating expenses as a percentage of sales were 9.4% and 9.7% for second quarter and first six months of 2016, respectively, compared with 9.3% and 9.5% for the second quarter and first six months of 2015, respectively.2017.

Restructuring, Integration, and Other Charges

2016 Charges

The company recorded restructuring, integration, and other charges of $16.1 million and $36.9 million for the second quarter and first six months of 2016, respectively. For the second quarter and first six months of 2016, restructuring and integration charges of $7.7 million and $10.1 million, respectively, related toRestructuring initiatives taken by the company during 2016 to improve operating efficiencies. For the first six months of 2016, the company recorded a fraud loss, net of insurance recoveries, of $3.9 million. During the second quarter of 2016, the company recorded a credit of $9.3 million, which included insurance recoveries and incremental expenses related to the fraud loss. Also included for the second quarter and first six months of 2016 are acquisition-related expenses of $3.3 million and $5.0 million, respectively, and a pension settlement charge of $12.2 million for both the second quarter and first six months of 2016.

The restructuring and integration charge of $7.7 million and $10.1 million for the second quarter and first six months of 2016, respectively, includes personnel costs of $5.1 million and $7.5 million. Also included therein for both the second quarter and first six months of 2016 are facilities costs of $2.5 million and other costs of $0.1 million. These restructuring initiatives are duerelate to the company's continued efforts to lower cost and drive operational efficiency.  Integration costs are primarily related to the integration of acquired businesses within the company's pre-existing business and the consolidation of certain operations.

20152017 Charges

The company recorded restructuring, integration, and other charges of $17.1 million and $33.3$15.5 million for the secondfirst quarter of 2017 includes $8.0 million related to initiatives taken by the company during 2017 to improve operating efficiencies and first six months$2.7 million of 2015, respectively. Included thereinacquisition-related expenses. The restructuring and integration charge of $8.0 million for the secondfirst quarter of 2017 consists of $4.8 million of personnel costs, $2.7 million of facilities costs, and first six months$0.5 million of other costs.

20152016 areCharges

The restructuring, integration, and other charges of $20.8 million for the first quarter of 2016 includes restructuring and integration charges of $9.9$2.5 million and $19.2 million, respectively, related to initiatives taken by the company to improve operating efficiencies. Also included therein for the second quarterefficiencies, a fraud loss of $13.2 million, and first six months of 2015 are acquisition-related expenses and other charges of $7.0 million and $13.5 million, respectively.

$1.6 million. The restructuring and integration charge of $9.9 million and $19.2$2.5 million for the secondfirst quarter and first six months of 2015, respectively, includes2016 consists solely of personnel costs of $8.6 million and $16.5 million, facilities costs of $1.2 million and $1.8 million, and other costs of $0.1 million and $0.9 million, respectively. These restructuring initiatives are due to the company's continued efforts to lower cost and drive operational efficiency.Integration costs are primarily related to the integration of acquired businesses within the company's pre-existing business and the consolidation of certain operations.costs.

As of July 2, 2016,April 1, 2017, the company does not anticipate there will be any material adjustments relating to the aforementioned restructuring and integration plans. Refer to Note I, "Restructuring, Integration, and Other Charges," of the Notes to the Consolidated Financial Statements for further discussion of the company's restructuring and integration activities.


Operating Income

Following is an analysis of operating income (in millions):
Quarter Ended Six Months EndedQuarter Ended  
July 2, 2016
June 27, 2015 July 2, 2016 June 27, 2015April 1,
2017

April 2,
2016
 
Change
Consolidated operating income, as reported$224
 $207
 $405
 $384
$192
 $181
 5.7%
Identifiable intangible asset amortization14
 14
 27
 25
13
 13
  
Restructuring, integration, and other charges16
 17
 37
 33
16
 21
  
Consolidated operating income, as adjusted*$254
 $238
 $469
 $443
$220
 $215
 2.4%
Consolidated operating income as a percentage of sales, as reported3.7% 3.5% 3.5% 3.5%3.3% 3.3% flat
Consolidated operating income, as adjusted, as a percentage of sales, as reported4.3% 4.1% 4.1% 4.1%3.8% 3.9% (10) bps

* The sum of the components for consolidated operating income, as adjusted, may not agree to totals, as presented, due to rounding.

The company recorded operating income of $223.6$191.7 million, or 3.7% of sales, and $405.0 million, or 3.5%3.3% of sales in the secondfirst quarter and first six months of 2016, respectively,2017 compared with operating income of $206.9$181.4 million, or 3.5% of sales, and $384.4 million, or 3.5%3.3% of sales in the year-earlier period. Excluding identifiable intangible asset amortization and restructuring, integration, and other charges, operating income, as adjusted, was $254.1$220.1 million, or 4.3% of sales, and $469.2 million, or 4.1%3.8% of sales in the secondfirst quarter and first six months of 2016, respectively,2017 compared with operating income, as adjusted, of $238.0$215.1 million, or 4.1% of sales, and $442.7 million, or 4.1%3.9% of sales in the year-earlier period.

Interest and Other Financing Expense, Net

The company recorded net interest and other financing expense of $39.0 million and $74.6$38.1 million for the secondfirst quarter and first six months of 2016, respectively,2017 compared with $34.7 million and $65.6$35.6 million in the year-earlier period. The increase for the secondfirst quarter and first six months of 20162017 was primarily due to higher average debt outstanding.

Other Expense, Net

During the second quarter of 2015, the company recorded a loss on investment of $1.5 million.

During the first six months of 2015, the company recorded a loss on prepayment of debt of $2.9 million, related to the redemption of $250.0 million principal amount of its 3.375% notes due November 2015. Additionally, during the first six months of 2015, the company recorded a gain on sale of investment of $2.0 million.outstanding and an increase in variable interest rates.

Income Taxes

Income taxes for the interim periods presented have been included in the accompanying consolidated financial statements on the basis of an estimated annual effective tax rate. The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws and changes resulting

from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the company’s projections and assumptions are inherently uncertain; therefore, actual results could differ from projections.

For the first quarter of 2017, the company recorded a provision for income taxes of $51.5$39.2 million, and $92.5 million (anan effective tax rate of 27.5% and 27.7%) for the second quarter and first six months of 2016, respectively.25.4%. The company's provision for income taxes and effective tax rate for the secondfirst quarter and first six months of 20162017 were impacted by the previously discussed restructuring, integration, and other charges.charges and identifiable intangible asset amortization. Excluding the impact of the aforementioned items, the company's effective tax rate for the secondfirst quarter andof 2017 was 26.7%. 

For the first six monthsquarter of 2016, was 28.5% and 28.1%, respectively.  

Thethe company recorded a provision for income taxes of $48.0$41.1 million, and $88.8 million (anan effective tax rate of 27.8% ) for the second quarter and first six months of 2015, respectively..  The company's provision for income taxes and effective tax rate for the secondfirst quarter and first six months of 20152016 were impacted by the previously discussed restructuring, integration, and other charges loss on prepayment of debt, gain on sale of investments, and loss on investment.identifiable intangible asset amortization. Excluding the impact of the aforementioned items, the company's effective tax rate for the secondfirst quarter and first six months of 20152016 was 27.6%26.9%.

The company's provision for income taxes and effective tax rate are impacted by, among other factors,deviates from the statutory U.S. federal income tax ratesrate mainly due to the taxing jurisdictions in which the company and its foreign subsidiaries generate taxable income. The decrease in the countrieseffective tax rate from 27.8% for the first quarter of 2016 to 25.4% for the first quarter of 2017 is primarily driven by discrete items including the adoption of ASU 2016-09 related to stock-based compensation and closure of certain foreign income tax audits as well as an increase in which it operates and the related level oftaxable income generated by these operations.

in lower tax jurisdictions.

Net Income Attributable to Shareholders

Following is an analysis of net income attributable to shareholders (in millions):
 Quarter Ended Six Months Ended
 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015
Net income attributable to shareholders, as reported$134
 $124
 $241
 $230
Identifiable intangible asset amortization14
 14
 26
 25
Restructuring, integration, and other charges16
 17
 37
 33
Loss on prepayment of debt
 
 
 3
Gain on sale of investment
 
 
 (2)
Loss on investment
 2
 
 2
Tax effect of adjustments above

(11) (8) (19) (14)
Net income attributable to shareholders, as adjusted$153
 $149
 $285
 $277
 Quarter Ended
 April 1,
2017
 April 2,
2016
Net income attributable to shareholders, as reported$114
 $106
Identifiable intangible asset amortization**13
 13
Restructuring, integration, and other charges16
 21
Tax effect of adjustments above(9) (8)
Net income attributable to shareholders, as adjusted*$132
 $132

* The sum of the components for net income attributable to shareholders, as adjusted, may not agree to totals, as presented, due to rounding.
** Identifiable intangible asset amortization does not include amortization related to the noncontrolling interest.

The company recorded net income attributable to shareholders of $134.3 million and $240.5$113.8 million in the secondfirst quarter and first six months of 2016, respectively,2017 compared with $123.9 million and $230.0$106.2 million in the year-earlier period. Net income attributable to shareholders, as adjusted, was $152.7 million and $285.0$132.4 million for the secondfirst quarter and first six months of 2016, respectively,2017 compared with $148.9 million and $276.7$132.2 million in the year-earlier period.

Liquidity and Capital Resources

At July 2, 2016April 1, 2017 and December 31, 2015,2016, the company had cash and cash equivalents of $495.8$521.6 million and $273.1$534.3 million, respectively, of which $444.6$423.7 million and $232.6$367.3 million, respectively, were held outside the United States.  Liquidity is affected by many factors, some of which are based on normal ongoing operations of the company's business and some of which arise from fluctuations related to global economics and markets. Cash balances are generated and held in many locations throughout the world. It is the company's current intent to permanently reinvest these funds outside the United States and its current plans do not demonstrate a need to repatriate them to fund its United States operations. If these funds were needed for the company's operations in the United States, it would be required to record and pay significant United States income taxes to repatriate these funds. Additionally, local government regulations may restrict the company's ability to move cash balances to meet cash needs under certain circumstances. The company currently does not expect such regulations and restrictions to impact its ability to make acquisitions or to pay vendors and conduct operations throughout the global organization.

During the first six monthsquarter of 2016,2017, the net amount of cash provided byused for the company's operating activities was $111.3$20.9 million, the net amount of cash used for investing activities was $145.8$54.2 million, and the net amount of cash provided by financing activities was $270.6$64.0 million.  The effect of exchange rate changes on cash was a decrease of $13.4$1.6 million.


During the first six monthsquarter of 2015,2016, the net amount of cash provided byused for the company's operating activities was $219.4$33.6 million, the net amount of cash used for investing activities was $537.5$95.8 million, and the net amount of cash provided by financing activities was $325.3$250.7 million.  The effect of exchange rate changes on cash was a decreasean increase of $7.9$0.3 million.

Cash Flows from Operating Activities

The company maintains a significant investment in accounts receivable and inventories.  As a percentage of total assets, accounts receivable and inventories were approximately 63.4%65.4% at July 2, 2016April 1, 2017 and 66.3%67.6% at December 31, 2015.2016.

The net amount of cash provided byused for the company's operating activities during the first six monthsquarter of 20162017 was $111.3$20.9 million and was primarily due to an increase in earnings from operations adjusted for non-cash items,working capital to support the increase in sales, offset, in part, by an increase in working capital.earnings from operations adjusted for non-cash items.

The net amount of cash provided byused for the company's operating activities during the first six monthsquarter of 20152016 was $219.4$33.6 million and was primarily due to an increase in net working capital to support the increase is sales, offset, in part, by earnings from operations, adjusted for non-cash items.

Working capital as a percentage of sales, which the company defines as accounts receivable, net, plus inventory, net, less accounts payable, divided by annualized sales, was 15.6%17.2% in the secondfirst quarter of 20162017 compared with 14.7%15.9% in the secondfirst quarter of 2015.

2016.

Cash Flows from Investing Activities

The net amount of cash used for investing activities during the first six monthsquarter of 20162017 was $145.8$54.2 million. The usesuse of cash from investing activities included $45.5 million of cash consideration paid, net of cash acquired, for the acquisition of two businesses and $88.3$62.1 million for capital expenditures. The sources of cash from investing activities included $7.9 million of proceeds from the sale of buildings. Included in capital expenditures for the first six monthsquarter of 20162017 is $31.4$14.6 million related to the company's global enterprise resource planning ("ERP") initiative.

The net amount of cash used for investing activities during the first six monthsquarter of 20152016 was $537.5 million, reflecting $470.7$95.8 million. The uses of cash from investing activities included $46.5 million of cash consideration paid, net of cash acquired, for six acquiredthe acquisition of two businesses and $68.8$49.3 million for capital expenditures. The source of cash from investing activities during the first six months of 2015 was $2.0 million related to the sale of investment. Included in capital expenditures for the first six monthsquarter of 20152016 is $22.4$16.6 million related to the company's global ERP initiative.

During the first six months of 2015 the company completed six acquisitions, inclusive of a 53.7% acquisition of Data Modul AG.
The aggregate consideration paid for these acquisitions was $470.7 million, net of cash acquired.

Cash Flows from Financing Activities

The net amount of cash provided by financing activities during the first six monthsquarter of 20162017 was $270.6$64.0 million. The uses of cash from financing activities included $46.8$68.8 million of repurchases of common stock and $3.0$23.4 million of other acquisition related payments.payments to acquire additional shares of Data Modul AG. The sources of cash from financing activities during the first six monthsquarter of 20162017 were $67.6$76.4 million and $233.0$62.5 million of net proceeds from short-term and long-term bank borrowings, respectively, and $19.8$17.3 million of proceeds from the exercise of stock options and other benefits related to stock-based compensation arrangements.

The net amount of cash provided by financing activities during the first six monthsquarter of 20152016 was $325.3$250.7 million. The uses of cash from financing activities included a $3.8 million decrease in short-term and other borrowings, $254.3 million of redemption of notes, $156.4$18.7 million of repurchases of common stock and $1.8 million of other contingent consideration payments of $3.0 million.acquisition related payments. The sources of cash from financing activities during the first six monthsquarter of 20152016 were $34.4$0.5 million of net repayments of long-term bank borrowings, $688.2and $265.0 million of net proceeds from a note offering,short-term and $20.3long-term bank borrowings, respectively, and $5.7 million of proceeds from the exercise of stock options and other benefits related to stock-based compensation arrangements.

During the first six months of 2015, the company completed the sale of $350.0 million principal amount of 3.50% notes due in 2022 and $350.0 million principal amount of 4.00% notes due in 2025. The net proceeds of the offering of $688.2 million were used to refinance the company's 3.375% notes due November 2015 and for general corporate purposes.

During the first six months of 2015, the company redeemed $250.0 million principal amount of its 3.375% notes due November 2015. The related loss on the redemption for the first six months of 2015 aggregated $2.9 million and was recognized as a loss on prepayment of debt in the company's consolidated statements of operations.

The company has a $1.50$1.8 billion revolving credit facility, maturing in December 2018.2021. This facility may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, and acquisitions, and as support for the company's commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or a euro currency rate plus a spread (1.30%(1.18% at July 2, 2016)April 1, 2017), which is based on the company's credit ratings, or an effective interest rate of 1.71%2.10% at July 2, 2016.April 1, 2017. The facility fee is .20%.  The company had $45.0 million and $72.0$42.5 million in outstanding borrowings under the revolving credit facility at July 2, 2016 andApril 1, 2017. There were no outstanding borrowings under the revolving credit facility at December 31, 2015, respectively.2016. During the first six monthsquarter of 20162017 and 2015,2016, the average daily balance outstanding under the revolving credit facility was $245.2$10.7 million and $393.6$1.1 million, respectively.

The company has a commercial paper program and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1.2 billion. The company had $85.2 million in outstanding borrowings under the commercial paper program at April 1, 2017 with a weighted average interest rate of 1.40%. The company had no outstanding borrowings under this

program at December 31, 2016. During the first quarter of 2017 and 2016, the average daily balance outstanding under the commercial paper program was $503.1 million and $156.5 million, respectively.

The company has an asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $900.0$910.0 million under the asset securitization program, which matures in March 2017. The outstanding borrowings have been classified as long-term debt as of July 2, 2016 based on the company’s intent and ability to refinance on a long-term basis by borrowing funds under the revolving credit facility or through refinancing the existing asset securitization program on a long-term basis.September 2019. The asset securitization program is conducted through Arrow Electronics Funding Corporation, a wholly-owned, bankruptcy remote subsidiary. The asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company's consolidated balance sheets. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread (.40% at July 2, 2016)April 1, 2017), which is based on the company's credit ratings, or an effective interest rate of .95%1.45% at July 2, 2016.April 1, 2017.  The facility fee is .40%. The company had $335.0$480.0 million and $75.0$460.0 million in outstanding borrowings under the asset securitization program at July 2, 2016April 1, 2017 and December 31, 2015,2016, respectively.  During the second quartersfirst quarter of 20162017 and 2015,2016, the average daily balance outstanding under the asset securitization program was $607.2$689.3 million and $407.2$621.2 million, respectively.

Both the revolving credit facility and asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of July 2, 2016April 1, 2017 and is currently not aware of any events that would cause non-compliance with any covenants in the future.

The company has a $100.0 million uncommitted line of credit. There were no outstanding borrowings under the uncommitted line of credit at July 2, 2016April 1, 2017 and December 31, 2015.2016. During the first quarter of 2017 and 2016, the average daily balance outstanding under the uncommitted line of credit was $20.1 million and $18.0 million, respectively.

In the normal course of business, certain of the company’s subsidiaries have agreements to sell, without recourse, selected trade receivables to financial institutions. The company does not retain financial or legal interests in these receivables, and, accordingly, they are accounted for as sales of the related receivables and the receivables are removed from the company’s consolidated balance sheets. Financing costs related to these transactions were not material and are included in "Interest and other financing expense, net" in the company’s consolidated statements of operations.

The company filed a shelf registration statement with the Securities and Exchange Commission in September 2015 registering debt securities, preferred stock, common stock, and warrants of Arrow Electronics, Inc. that may be issued by the company from time to time. As set forth in the shelf registration statement, the net proceeds from the sale of the offered securities may be used by the company for general corporate purposes, including repayment of borrowings, working capital, capital expenditures, acquisitions, and stock repurchases, or for such other purposes as may be specified in the applicable prospectus supplement.

Management believes that the company's current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization program, its expected ability to generate future operating cash flows, and the company's access to capital markets are sufficient to meet its projected cash flow needs for the foreseeable future. The company continually evaluates its liquidity requirements and would seek to amend its existing borrowing capacity or access the financial markets as deemed necessary.

Contractual Obligations

The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, capital leases, operating leases, purchase obligations, and certain other long-term liabilities that were summarized in a table of Contractual Obligations in the company's Annual Report on Form 10-K for the year ended December 31, 2015.2016.  Since December 31, 2015,2016, there were no material changes to the contractual obligations of the company outside the ordinary course of the company’s business.


Share-Repurchase ProgramPrograms

In September 2015,The following table shows the company's Board approved a repurchaseshare-repurchase programs as of up to $400 million of the company's common stock. As of July 2, 2016, the company repurchased 1,982,894 shares under the program with a market value of $113.8 million at the dates of repurchase, of which 506,670 shares with a market value of $31.1 million were repurchased during the second quarter of 2016.April 1, 2017 (in thousands):
Month of Board Approval Dollar Value Approved for Repurchase Dollar Value of Shares Repurchased 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
September 2015 $400,000
 $336,310
 $63,690
December 2016 400,000
 
 400,000
Total $800,000
 $336,310
 $463,690

Off-Balance Sheet Arrangements

The company has no off-balance sheet financing or unconsolidated special purpose entities.

Critical Accounting Policies and Estimates

The company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities.  The company evaluates its estimates on an ongoing basis.  The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

There were no significant changes during the first six monthsquarter of 20162017 to the items disclosed as Critical Accounting Policies and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in the company's Annual Report on Form 10-K for the year ended December 31, 2015.

2016.

Impact of Recently Issued Accounting Standards
See Note B of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company's consolidated financial position and results of operations.
 
Information Relating to Forward-Looking Statements

This report includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, risks related to the integration of acquired businesses, changes in legal and regulatory matters, and the company’s ability to generate additional cash flow.  Forward-looking statements are those statements which are not statements of historical fact.  These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions.  Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.  The company undertakes no obligation to update publicly or revise any of the forward-looking statements. 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the company's Annual Report on Form 10-K for the year ended December 31, 2015.2016.




Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The company'scompany’s management, under the supervision and with the participation of the company'scompany’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company'scompany’s disclosure controls and procedures as of July 2, 2016April 1, 2017 (the "Evaluation"). Based upon the Evaluation, the company'scompany’s Chief Executive Officer and Chief Financial Officer concluded that as of such date, because of a material weakness in the company’s internal control over financial reporting, the company's disclosure controls and procedures were not effective as required under Rules(as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. This material weakness was previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and continues to exist as of July 2, 2016.

Notwithstanding the identified material weakness described below, management does not believe that these deficiencies had an adverse effect on the company’s reported operating results or financial condition and management has determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects the company’s financial condition, results of operations, and cash flows at and for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

Management determined that the company’s internal controls did not operate effectively to prevent or timely detect unauthorized cash disbursements. Specifically, although management believes internal controls were adequate to timely detect unauthorized cash disbursements so as to prevent or detect a material misstatement of the company’s financial statements, these controls were not adequate to safeguard the company’s cash assets from unauthorized transfers resulting from the failureSecurities Exchange Act of certain members of the finance organization to exercise appropriate skepticism and oversight for disbursement of company-owned funds. This material weakness in the company’s controls resulted in the inability to prevent and timely detect the fraud loss discussed in Note I of the accompanying Notes to Consolidated Financial Statements.

Remediation of the Material Weakness

Management has initiated a remediation plan and has completed the following actions:

enhanced approval requirements for electronic disbursements;
increased centralization and levels of review for the processing of disbursements;
implemented limits on the amount of cash available for disbursement;
increased internal communications to improve security awareness and to emphasize the importance of exercising professional skepticism;
established communications protocols for attempted fraudulent disbursements; and
replaced individuals responsible for the unauthorized use of the company’s assets.

Management began testing its remedial controls during the second quarter of 2016. After the applicable remedial controls operate effectively for a sufficient period of time, management believes that it will be able to conclude that the material weakness has been remediated.1934) are effective.

Changes in Internal Control over Financial Reporting

Other than the changes associated with the remediation efforts described above, thereThere was no change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.











PART II.  OTHER INFORMATION

Item 1A.
Risk Factors

There were no material changes to the company's risk factors as discussed in Item 1A - Risk Factors in the company's Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

In September 2015,December 2016, the company's Board approved a repurchase of up to $400 million of the company's common stock.

The following table shows the share-repurchase activity for the quarter ended July 2, 2016April 1, 2017:
Month 
Total
Number of
Shares
Purchased (a)
 
Average
Price Paid
per Share
 
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program (b)
 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Programs
April 3 through April 30, 2016 
 $
 
 $317,281,878
May 1 through May 28, 2016 409,276
 61.30
 407,741
 292,281,928
May 29 through July 2, 2016 98,929
 61.26
 98,929
 286,221,575
Total 508,205
  
 506,670
  
Month 
Total
Number of
Shares
Purchased (a)
 
Average
Price Paid
per Share
 
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program (b)
 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Programs
January 1 through January 28, 2017 
 $
 
 $519,912,418
January 29 through February 25, 2017 307,053
 73.68
 135,849
 509,912,604
February 26 through April 1, 2017 626,224
 73.81
 626,224
 463,689,919
Total 933,277
  
 762,073
  

(a)Includes share repurchases under the Share-Repurchase Program and those associated with shares withheld from employees for stock-based awards, as permitted by the Omnibus Incentive Plan, in order to satisfy the required tax withholding obligations.

(b)The difference between the "total number of shares purchased" and the "total number of shares purchased as part of publicly announced program" for the quarter ended July 2, 2016April 1, 2017 is 1,535171,204 shares, which relate to shares withheld from employees for stock-based awards, as permitted by the Omnibus Incentive Plan, in order to satisfy the required tax withholding obligations.  The purchase of these shares were not made pursuant to any publicly announced repurchase plan.

 


Item 6.Exhibits

Exhibit
Number
 Exhibit
   
 
   
 
   
 
   
 
   
101.INS XBRL Instance Document.
   
101.SCH XBRL Taxonomy Extension Schema Document.
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Documents.
   
101.DEF XBRL Taxonomy Definition Linkbase Document.


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   ARROW ELECTRONICS, INC.
    
Date: August 2, 2016May 4, 2017 By:/s/ Chris D. Stansbury
    Chris D. Stansbury
    Senior Vice President and Chief Financial Officer

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