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 September 29, 2018March 30, 2019

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, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "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 87,172,14484,721,190 shares of Common Stock outstanding as of October 30, 2018.April 29, 2019.



ARROW ELECTRONICS, INC.

INDEX

   
 
    
  
  
  
  
  
  
    
 
    
 
    
 
    
 
    
 
    
 
    
 
    
 

 


 

PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

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

 Quarter Ended Nine Months Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 Quarter Ended
   (Adjusted)   (Adjusted) March 30,
2019
 March 31,
2018
Sales $7,490,445
 $6,856,108
 $21,758,586
 $19,015,114
 $7,155,991
 $6,875,613
Cost of sales 6,566,667

6,013,541
 19,033,044

16,587,326
 6,294,303

6,006,669
Gross profit 923,778

842,567
 2,725,542

2,427,788
 861,688

868,944
Operating expenses:            
Selling, general, and administrative expenses 575,751
 552,656
 1,719,108
 1,599,963
 556,076
 562,969
Depreciation and amortization 45,532
 38,574
 139,201
 113,096
 47,526
 47,247
Loss on disposition of businesses, net 2,042
 
 3,604
 
 866
 1,562
Restructuring, integration, and other charges 10,143
 15,896
 50,497
 55,817
 11,660
 21,171
 633,468
 607,126
 1,912,410
 1,768,876
 616,128
 632,949
Operating income 290,310

235,441
 813,132

658,912
 245,560

235,995
Equity in earnings (losses) of affiliated companies (652) 1,216
 (808) 2,865
Equity in losses of affiliated companies (1,467) (673)
Gain (loss) on investments, net 1,070
 (13,029) (3,945) (8,784) 5,348
 (2,452)
Loss on extinguishment of debt 
 786
 
 59,545
Employee benefit plan expense 1,296
 1,850
 3,784
 5,547
 1,139
 1,231
Interest and other financing expense, net 54,205
 40,111
 160,187
 120,898
 51,981
 45,179
Income before income taxes 235,227
 180,881
 644,408
 467,003
 196,321
 186,460
Provision for income taxes 57,054
 45,972
 155,325
 115,128
 53,907
 46,590
Consolidated net income 178,173
 134,909
 489,083
 351,875
 142,414
 139,870
Noncontrolling interests 1,640
 845
 3,541
 3,352
 1,679
 776
Net income attributable to shareholders $176,533
 $134,064
 $485,542
 $348,523
 $140,735
 $139,094
Net income per share:  
  
      
  
Basic $2.02
 $1.52
 $5.53
 $3.92
 $1.65
 $1.58
Diluted $1.99
 $1.50
 $5.47
 $3.88
 $1.63
 $1.56
Weighted-average shares outstanding:  
  
      
  
Basic 87,602
 88,453
 87,785
 88,870
 85,400
 87,955
Diluted 88,608
 89,540
 88,759
 89,936
 86,319
 89,035

See accompanying notes.
 
 

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

 Quarter Ended Nine Months Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 Quarter Ended
   (Adjusted)   (Adjusted) March 30,
2019
 March 31,
2018
Consolidated net income $178,173
 $134,909
 $489,083
 $351,875
 $142,414
 $139,870
Other comprehensive income:            
Foreign currency translation adjustment and other (38,008) 54,893
 (139,846) 225,270
 4,442
 44,969
Unrealized gain on investment securities, net 
 1,357
 
 4,639
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net 234
 (2,093) 693
 (2,543)
Employee benefit plan items, net 389
 492
 1,284
 1,403
Other comprehensive income (loss) (37,385) 54,649
 (137,869) 228,769
Unrealized gain on foreign exchange contracts designated as net investment hedges, net of taxes 5,533
 
Unrealized gain on interest rate swaps designated as cash flow hedges, net of taxes 240
 228
Employee benefit plan items, net of taxes 319
 282
Other comprehensive income 10,534
 45,479
Comprehensive income 140,788
 189,558
 351,214
 580,644
 152,948
 185,349
Less: Comprehensive income attributable to noncontrolling interests 1,497
 2,049
 1,486
 7,743
 1,031
 523
Comprehensive income attributable to shareholders $139,291
 $187,509
 $349,728
 $572,901
 $151,917
 $184,826

See accompanying notes.
    

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

 September 29,
2018
 December 31,
2017
   (Adjusted) March 30,
2019
 December 31,
2018
ASSETS        
Current assets:        
Cash and cash equivalents $474,191

$730,083
 $351,899

$509,327
Accounts receivable, net 8,229,791

8,125,588
 7,902,516

8,945,463
Inventories 3,722,808

3,302,518
 3,734,905

3,878,678
Other current assets 292,641

256,028
 264,564

274,832
Total current assets 12,719,431

12,414,217
 12,253,884

13,608,300
Property, plant, and equipment, at cost:  

 
  

 
Land 13,168

12,866
 7,845

7,882
Buildings and improvements 159,754

160,664
 157,326

158,712
Machinery and equipment 1,415,619

1,330,730
 1,428,758

1,425,933
 1,588,541

1,504,260
 1,593,929

1,592,527
Less: Accumulated depreciation and amortization (749,978)
(665,785) (774,325)
(767,827)
Property, plant, and equipment, net 838,563

838,475
 819,604

824,700
Investments in affiliated companies 85,175

88,347
 85,296

83,693
Intangible assets, net 313,472

286,215
 369,291

372,644
Goodwill 2,659,335

2,470,047
 2,632,451

2,624,690
Other assets 362,049

361,966
 670,226

270,418
Total assets $16,978,025

$16,459,267
 $16,830,752

$17,784,445
LIABILITIES AND EQUITY  

 
  

 
Current liabilities:  

 
  

 
Accounts payable $6,886,217

$6,756,830
 $6,034,457

$7,631,879
Accrued expenses 797,088

841,675
 860,982

912,292
Short-term borrowings, including current portion of long-term debt 158,153

356,806
 138,686

246,257
Total current liabilities 7,841,458

7,955,311
 7,034,125

8,790,428
Long-term debt 3,352,128

2,933,045
 3,575,891

3,239,115
Other liabilities 482,397

572,971
 719,326

378,536
Commitments and contingencies (Note M) 




Commitments and contingencies (Note N) 




Equity:  

 
  

 
Shareholders' equity:  

 
  

 
Common stock, par value $1:  

 
  

 
Authorized - 160,000 shares in both 2018 and 2017, respectively  

 
Issued - 125,424 shares in both 2018 and 2017, respectively 125,424

125,424
Authorized - 160,000 shares in both 2019 and 2018, respectively  

 
Issued - 125,424 shares in both 2019 and 2018, respectively 125,424

125,424
Capital in excess of par value 1,129,345

1,114,167
 1,128,757

1,135,934
Treasury stock (38,251 and 37,733 shares in 2018 and 2017, respectively), at cost (1,824,373)
(1,762,239)
Treasury stock (40,251 and 40,233 shares in 2019 and 2018, respectively), at cost (1,992,981)
(1,972,254)
Retained earnings 6,104,682

5,596,786
 6,476,070

6,335,335
Accumulated other comprehensive loss (283,051)
(124,883) (288,267)
(299,449)
Total shareholders' equity 5,252,027

4,949,255
 5,449,003

5,324,990
Noncontrolling interests 50,015

48,685
 52,407

51,376
Total equity 5,302,042

4,997,940
 5,501,410

5,376,366
Total liabilities and equity $16,978,025

$16,459,267
 $16,830,752

$17,784,445
 
See accompanying notes.

ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 Nine Months Ended
 September 29,
2018
 September 30,
2017
 Three Months Ended
   (Adjusted) March 30,
2019
 March 31,
2018
Cash flows from operating activities:        
Consolidated net income $489,083

$351,875
 $142,414

$139,870
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 139,201

113,096
 47,526

47,247
Amortization of stock-based compensation 38,104

30,301
 19,090

13,043
Equity in (earnings) losses of affiliated companies 808

(2,865)
Loss on extinguishment of debt 

59,545
Equity in losses of affiliated companies 1,467

673
Deferred income taxes 17,769

13,262
 6,968

(2,818)
Loss on investments, net 3,945
 9,504
(Gain) loss on investments, net
(5,348)
2,452
Other 9,660

7,415

5,575

3,465
Change in assets and liabilities, net of effects of acquired and disposed businesses:        
Accounts receivable (254,417)
(26,286) 949,989

789,843
Inventories (456,050)
(261,126) 134,402

(260,620)
Accounts payable 171,697

(113,804) (1,540,008)
(691,818)
Accrued expenses 15,177

(42,267) (50,292)
(22,087)
Other assets and liabilities (165,421)
(136,871)
(40,782)
(94,327)
Net cash provided by operating activities 9,556

1,779
Net cash used for operating activities (328,999)
(75,077)
Cash flows from investing activities:        
Cash consideration paid for acquired businesses, net of cash acquired (331,563)
(3,628) 

(331,467)
Proceeds from disposition of businesses 32,013
 
 
 34,291
Acquisition of property, plant, and equipment (104,897)
(149,597) (33,815)
(34,735)
Proceeds from sale of property, plant, and equipment 

24,433
Other (11,000)
(2,467)
2,940

(4,500)
Net cash used for investing activities (415,447)
(131,259) (30,875)
(336,411)
Cash flows from financing activities:        
Change in short-term and other borrowings 104,158

(14,423) (107,244)
(18,387)
Proceeds from (repayments of) long-term bank borrowings, net 420,755

(82,766)
Proceeds from note offerings, net 

987,144
Proceeds from long-term bank borrowings, net 335,023

601,386
Redemption of notes (300,000)
(555,886) 

(300,000)
Proceeds from exercise of stock options 7,919

21,423
 6,931

4,997
Repurchases of common stock (93,173)
(149,125) (53,925)
(52,513)
Purchase of shares from noncontrolling interest 

(23,350)
Other (1,174)
(1,620)
Net cash provided by financing activities 138,485

181,397
 180,785

235,483
Effect of exchange rate changes on cash 11,514

(1,898) 21,661

(5,434)
Net increase (decrease) in cash and cash equivalents (255,892)
50,019
Net decrease in cash and cash equivalents (157,428)
(181,439)
Cash and cash equivalents at beginning of period 730,083

534,320
 509,327

730,083
Cash and cash equivalents at end of period $474,191

$584,339
 $351,899

$548,644

See accompanying notes.
 

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

 Common Stock at Par Value Capital in Excess of Par Value Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total
Balance at December 31, 2018$125,424
 $1,135,934
 $(1,972,254) $6,335,335
 $(299,449) $51,376
 $5,376,366
Consolidated net income
 
 
 140,735
 
 1,679
 142,414
Other comprehensive income (loss)
 
 
 
 11,182
 (648) 10,534
Amortization of stock-based compensation
 19,090
 
 
 
 
 19,090
Shares issued for stock-based compensation awards
 (26,267) 33,198
 
 
 
 6,931
Repurchases of common stock
 
 (53,925) 
 
 
 (53,925)
Balance at March 30, 2019$125,424
 $1,128,757
 $(1,992,981) $6,476,070
 $(288,267) $52,407
 $5,501,410



 Common Stock at Par Value Capital in Excess of Par Value Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total
Balance at December 31, 2017$125,424
 $1,114,167
 $(1,762,239) $5,596,786
 $(124,883) $48,685
 $4,997,940
Effect of new accounting principles
 
 
 22,354
 (22,354) 
 
Consolidated net income
 
 
 139,094
 
 776
 139,870
Other comprehensive income (loss)
 
 
 
 45,732
 (255) 45,477
Amortization of stock-based compensation
 13,043
 
 
 
 
 13,043
Shares issued for stock-based compensation awards
 (22,102) 27,099
 
 
 
 4,997
Repurchases of common stock
 
 (52,513) 
 
 
 (52,513)
Balance at March 31, 2018$125,424
 $1,105,108
 $(1,787,653) $5,758,234
 $(101,505) $49,206
 $5,148,814

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, 2017,2018, 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.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation (See Note B).presentation. These reclassifications are included in the footnote tables for the third quarter and nine months ended September 29, 2018.did not have a material impact on previously reported amounts.

Note B – Impact of Recently Issued Accounting Standards

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-15, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Isthat is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ("ASU No. 2018-15"). ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop internal-use software. ASU No. 2018-15 is effective for the company in the first quarter of 2020, with early adoption permitted, and is to be applied either retrospectively or prospectively. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2018-15.

In February 2018, The adoption is not expected to be material to the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income(Topic 220) ("ASU No. 2018-02"). ASU No. 2018-02 providesconsolidated financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period that is impacted by U.S. federal government tax legislation enacted in 2017. Effective January 1, 2018, the company adopted the provisions of ASU No. 2018-02 on a prospective basis as an adjustment to retained earnings of $4,116.statements.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815) ("ASU No. 2017-12"). ASU No. 2017-12 simplifies certain aspects of hedge accounting and results in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. ASU No. 2017-12 is effective for the company in the first quarter of 2019, with early adoption permitted, and is to be applied on a modified retrospective basis. The company is currently evaluating the potential effects of adopting the provisions of ASU No. 2017-12.

In March 2017, the 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. EffectiveOn January 1, 2018,2019, the company adopted the provisions of ASU No. 2017-072017-12 on a modified retrospective basis forbasis. The adoption of the presentation requirements.provisions of ASU No. 2017-12 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. In November 2018, the FASB issued ASU No. 2018-19,  Codification Improvements to Topic 326, Financial Instruments-Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASU's provide supplemental guidance and clarification to ASU No. 2016-13 and must be adopted concurrently with the adoption of ASU No. 2016-13, cumulatively referred to as “Topic 326.” Topic 326 is effective for 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.Topic 326.

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. In July 2018 the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842) Targeted ImprovementsImprovements. , whichIn March 2019, the FASB issued ASU No. 2019-01 Codification Improvements to Topic 842, Leases.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

These ASU's provide supplemental adoption guidance and clarification to ASU No. 2016-02, and must be adopted concurrently with the adoption of ASU No. 2016-02, cumulatively referred to as “Topic 842”.

On January 1, 2019, the company adopted Topic 842 is effective forapplying the company in the first quarter of 2019, with early adoption permitted, and is to be applied using either a modified retrospective approach, or an optional transition method, which allows an entity to apply the new standard at the adoption date with a cumulative-effectcumulative effect adjustment to the opening balance of retained earnings in the period of adoption.

The company expects to adopt Topic 842 in the first quarter of 2019 under the optional transition method described above. In addition, the company will electelected a package of practical expedients and the short-term lease exception outlined in ASCTopic 842. WhileThe company also implemented internal controls and key systems to enable the company continues to evaluate the effectspreparation of financial information on adoption. As a result of adopting the provisions of Topic 842, the company expects most existing operating lease commitments will be recognized as operating leaseassets and liabilities and right-of-use assets upon adoption. The adoption is not expected to be material to the financial statements, and based on our ongoing assessment, will increase total assets by less than 3%.

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 to be recognized in net income. Effective January 1, 2018, the company adopted the provisions of ASU No. 2016-01 on a prospective basis as an adjustment to retained earnings of $18,238.

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. In March, April, May, and December 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU No. 2016-08"); ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing ("ASU No. 2016-10"); ASU No. 2016-12, Revenue from Contracts with 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. 2016-19 provide supplemental adoption guidance and clarification to ASU No. 2014-09, and must be adopted concurrently with the adoption of ASU No. 2014-09, cumulatively referred to as "Topic 606".

On January 1, 2018, the company adopted Topic 606 applying the full retrospective method. The primary impact of adoption relates to the application of principal versus agent indicators and the determination of whether goods and services are distinct. In addition, the company is deferring certain revenue due to the determination of when transfer of control occurs. The deferrals are expected to be recognized within a year of the transaction date.

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

The following table presents the effect of the adoption of Topic 606, ASU No. 2017-07, and other prior period reclassifications.
  Quarter Ended September 30, 2017 Nine Months Ended September 30, 2017
  As Previously Reported Adjustments** Adjusted for New Standards As Previously Reported Adjustments** Adjusted for New Standards
Sales $6,953,740

$(97,632)
$6,856,108
 $19,178,638
 $(163,524) $19,015,114
Cost of sales 6,110,382

(96,841)
6,013,541
 16,751,427
 (164,101) 16,587,326
Gross profit 843,358

(791)
842,567
 2,427,211
 577
 2,427,788
Operating expenses: 







 

 

 

Selling, general, and administrative expenses 552,896

(240)
552,656
 1,600,762
 (799) 1,599,963
Depreciation and amortization 38,574



38,574
 113,096
 
 113,096
Restructuring, integration, and other charges 15,896



15,896
 55,817
 
 55,817
  607,366

(240)
607,126
 1,769,675
 (799) 1,768,876
Operating income 235,992

(551)
235,441
 657,536
 1,376
 658,912
Equity in earnings of affiliated companies 1,216



1,216
 2,865
 
 2,865
Gain (loss) on investments, net (15,000)
1,971

(13,029) (14,250) 5,466
 (8,784)
Loss on extinguishment of debt 786



786
 59,545
 
 59,545
Employee benefit plan expense 

1,850

1,850
 
 5,547
 5,547
Interest and other financing expense, net 39,748

363

40,111
 120,179
 719
 120,898
Income before income taxes 181,674

(793)
180,881
 466,427
 576
 467,003
Provision for income taxes 46,199

(227)
45,972
 114,998
 130
 115,128
Consolidated net income 135,475

(566)
134,909
 351,429
 446
 351,875
Noncontrolling interests 845



845
 3,352
 
 3,352
Net income attributable to shareholders 134,630

(566)
134,064
 348,077
 446
 348,523
Net income per share:         
  
Basic* $1.52

$

$1.52
 $3.92
 $
 $3.92
Diluted* $1.50

$

$1.50
 $3.87
 $0.01
 $3.88
* The sum of the as previously reported and as adjusted may not agree to totals, as presented, due to rounding.
** Topic 606 impacted sales and cost of sales. ASU No. 2017-07 and other reclassifications impacted operating and non-operating expenses.

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

The following table presents the effect of the adoption of Topic 606, ASU No. 2017-07, and other prior period reclassifications for 2017.
 First Quarter Second Quarter Third Quarter Fourth Quarter Year to Date
 As Previously ReportedAdjusted for New Standards As Previously ReportedAdjusted for New Standards As Previously ReportedAdjusted for New Standards As Previously ReportedAdjusted for New Standards As Previously ReportedAdjusted for New Standards
2017              
Sales$5,759,552
$5,736,780
 $6,465,346
$6,422,226
 $6,953,740
$6,856,108
 $7,633,870
$7,539,449
 $26,812,508
$26,554,563
Cost of sales4,999,665
4,975,583
 5,641,380
5,598,202
 6,110,382
6,013,541
 6,703,742
6,610,269
 23,455,169
23,197,595
Operating income191,722
193,025
 229,822
230,446
 235,992
235,441
 270,914
286,824
 928,450
945,736
Net income attributable to shareholders$113,768
$114,737
 $99,679
$99,722
 $134,630
$134,064
 $53,885
$53,653
 $401,962
$402,176

Operating income for the fourth quarter of 2017 was impactedrights and obligations created by a reclassification of pension settlement expense of $16,706 dueoperating leases, refer to the implementation of ASU No. 2017-07. The settlement expense was moved to "Employee benefit plan expense", which is classified as non-operating on the statement of operations.Note L.

Note C – Significant Accounting Policies

Except for the changes below, no material changes have been made to the company's significant accounting policies disclosed in Note 1, Summary of Significant Accounting Policies, in its Annual Report on Form 10-K, filed on February 6, 2018,7, 2019, for the year ended December 31, 2017.2018.

Revenue RecognitionLeases

Revenue is recognizedThe company determines if a contract contains a lease at inception based on whether it conveys the point at whichright to control the use of an identified asset. Substantially all of the underlying goods or servicescompany's leases are transferred to the customer, which included determining whether goods and services are distinct and separate performance obligations, which may require significant judgment. Satisfaction of the company’s performance obligations occur upon the transfer of control of goods or services, either from the company’s facilities or directly from suppliers to customers.classified as operating leases. The company considers customer purchase orders, whichhas determined that operating lease right-of-use assets will be recorded to "Other assets" and lease liabilities will be recorded to "Other liabilities" and "Accrued expenses" in some cases are governed by master agreements,the consolidated balance sheets. Lease expense will be recorded to "Selling, general, and administrative expenses" in the consolidated statements of operations. Operating lease payments will be recorded to "Operating cash flows" in the contracts with a customer. All revenue is generated from contracts with customers.consolidated statements of cash flows.

In determiningOperating lease right-of-use assets and lease liabilities are recognized based on the transaction price,net present value of future minimum lease payments over the lease term starting on the commencement date. The company evaluates whether the pricegenerally is subject to refund or adjustmentnot able to determine the net considerationrate implicit in its leases and, as such, will apply an incremental borrowing rate based on the company’s cost of borrowing for the relevant terms of each lease. Lease expense for minimum lease payments are recognized on a straight-line basis over the lease term. Lease terms may include an option to whichextend or terminate a lease if it is reasonably certain that the company expectswill exercise such options. The company has elected the practical expedient to receive. The amountnot separate lease components from non-lease components, and also has elected not to record a right-of-use asset or lease liability for leases which, at inception, have a term of consideration received and revenue recognized by the company vary due to contractually defined incentives and return rights that are held by customers. These adjustments are made in the same period as the underlying transactions.

Investments

The changes in fair value of equity investments, for which the company does not possess the ability to exercise significant influence,twelve months or less. Variable lease payments are recognized in net income. The fair values of these equity investments are based upon readily determinable fair values (Note I).

Income Taxes

In the fourth quarter of 2017,period in which the company recorded a provision amount of $124,749 , whichobligation for those payments is a reasonable estimate of the impact of U.S. federal government tax legislation enacted in 2017 (the “Tax Act”) pursuant to the guidance provided by the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB 118”), which allows the company a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related provisional tax impacts. Accordingly, the company is continuing to assess the related tax impacts under SAB 118 and has not made any adjustments during the first nine months of 2018 to the reasonable estimate of $124,749 previously recorded in the fourth quarter of 2017.incurred.



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

Note D – Acquisitions

2018 Acquisitions

On January 8,In 2018, the company acquired eInfochips for a purchase price of $327,628, which included $14,769 of cash acquired. eInfochips services customers at every phase of technology deployment, including custom hardware and software, and new Internet of Things based business models. eInfochips is recorded in the company's global components business segment.

ARROW ELECTRONICS, INC.
Since the date of the acquisition, eInfochips sales of $64,871 were includedNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in the company's consolidated results of operations.thousands except per share data)
(Unaudited)

The purchase price allocation is preliminary and subject to adjustment based on our final assessment of fair value of the acquired assets and liabilities. Items initially estimated and subject to change upon finalization of the valuation include goodwill, intangibles, and deferred taxes.
The following table summarizes the preliminary allocation of the net consideration paid to the fair value of the assets acquired and liabilities assumed for the eInfochips acquisition:
Accounts receivable, net$13,701
$13,670
Inventories1,512
1,512
Property, plant, and equipment4,557
3,485
Other assets23,733
46,488
Identifiable intangible assets71,710
128,000
Goodwill230,237
197,126
Accounts payable(521)(520)
Accrued expenses(8,595)(33,836)
Deferred tax liability(21,969)(41,474)
Other liabilities(1,506)(1,592)
Cash consideration paid, net of cash acquired$312,859
$312,859


In connection with the eInfochips acquisition, the company allocated $71,710$109,000 and $19,000 to customer relationships and trade name with a weighted-average life of 9 years.15 years and 10 years, respectively.

The goodwill related to the eInfochips acquisition represents the expected synergies from combining operations and was recorded in the company's global components business segment and is not tax deductible.

During the first nine months of 2018, the company completed one additional acquisition with a purchase price of approximately $18,704, net of cash acquired. The impact of this acquisition was not material 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 third quarter and first nine months of 2017, as well as the unaudited pro forma consolidated results of operations of the company, as though the 2018 acquisitions occurred on January 1, 2017:

 Quarter Ended Nine Months Ended
  September 30, 2017 September 30, 2017
 As Reported Pro Forma As Reported Pro Forma
Sales$6,856,108
 $6,891,648
 $19,015,114
 $19,125,866
Net income attributable to shareholders134,064
 134,819
 348,523
 350,450
Net income per share:       
Basic$1.52
 $1.52
 $3.92
 $3.94
Diluted$1.50
 $1.51
 $3.88
 $3.90


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

2017 Acquisitions

During 2017, the company acquired an additional 11.9% of the noncontrolling interest 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. In addition, the company completed two acquisitions for $3,628, 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 2017 acquisitions on the consolidated results of operations of the company for 2017, as though the acquisitions occurred on January 1, 2017, was also not material.

Note E – Goodwill and Intangible Assets

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.

Goodwill of companies acquired, allocated to the company's business segments, is as follows:
  
Global
Components
 Global ECS Total
Balance as of December 31, 2017 (a) $1,264,869
 $1,205,178
 $2,470,047
Acquisitions and related adjustments 230,237
 14,175
 244,412
Foreign currency translation adjustment (30,921) (24,203) (55,124)
Balance as of September 29, 2018 (a) $1,464,185
 $1,195,150
 $2,659,335
  
Global
Components
 Global ECS Total
Balance as of December 31, 2018 (a) $1,437,501
 $1,187,189
 $2,624,690
Dispositions and related adjustments 
 (1,386) (1,386)
Foreign currency translation adjustment 15,869
 (6,722) 9,147
Balance as of March 30, 2019 (a) $1,453,370
 $1,179,081
 $2,632,451


(a)The total carrying value of goodwill for all periodsas of March 30, 2019 and December 31, 2018 in the table above is reflected net of $1,026,702$1,018,780 of accumulated impairment charges, of which $716,925 was recorded in the global components business segment and $309,777$301,855 was recorded in the global enterprise computing solutions ("ECS") business segment.

Intangible assets, net, are comprised of the following as of September 29, 2018:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Non-amortizable trade names indefinite $101,000
 $
 $101,000
Customer relationships 10 years 421,640
 (212,241) 209,399
Developed technology 5 years 6,340
 (3,994) 2,346
Amortizable trade name 5 years 2,407
 (1,680) 727
    $531,387
 $(217,915) $313,472


Intangible assets, net, are comprised of the following as of December 31, 2017:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Non-amortizable trade names indefinite $101,000
 $
 $101,000
Customer relationships 10 years 440,167
 (259,337) 180,830
Developed technology 5 years 6,340
 (3,043) 3,297
Amortizable trade name 5 years 2,409
 (1,321) 1,088
    $549,916
 $(263,701) $286,215


During the third quarter of 2018 and 2017, the company recorded amortization expense related to identifiable intangible assets of $11,620 and $12,645, respectively. During the first nine months of 2018 and 2017, amortization expense related to identifiable intangible assets was $37,095 and $37,909, respectively.

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 March 30, 2019:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Non-amortizable trade names indefinite $101,000
 $
 $101,000
Customer relationships 11 years 482,084
 (232,649) 249,435
Developed technology 5 years 6,340
 (4,596) 1,744
Amortizable trade name 9 years 21,407
 (4,295) 17,112
    $610,831
 $(241,540) $369,291


Intangible assets, net, are comprised of the following as of December 31, 2018:
  Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Non-amortizable trade names indefinite $101,000
 $
 $101,000
Customer relationships 11 years 475,050
 (221,822) 253,228
Developed technology 5 years 6,340
 (4,311) 2,029
Amortizable trade name 9 years 19,940
 (3,553) 16,387
    $602,330
 $(229,686) $372,644


During the first quarter of 2019 and 2018, the company recorded amortization expense related to identifiable intangible assets of $11,930 and $13,520, respectively.

Note F – Investments in Affiliated Companies

The company owns a 50% interest in several joint ventures with Marubun Corporation (collectively "Marubun/Arrow") and several interests ranging from 43%19% to 50% in other joint ventures and equity method investments.  These investments are accounted for using the equity method.

The following table presents the company's investment in affiliated companies:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
Marubun/Arrow $73,807
 $70,167
 $75,107
 $73,253
Other 11,368
 18,180
 10,189
 10,440
 $85,175
 $88,347
 $85,296
 $83,693


The equity in earnings (losses) of affiliated companies consists of the following:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Marubun/Arrow $1,983
 $1,886
 $4,557
 $5,168
 $1,226
 $1,091
Other (2,635) (670) (5,365) (2,303) (2,693) (1,764)
 $(652) $1,216
 $(808) $2,865
 $(1,467) $(673)


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 September 29,March 30, 2019, the company's pro-rata share of this debt was approximately $6,100. At December 31, 2018, the company's pro-rata share of this debt was approximately $4,900. There were no outstanding borrowings under the third party debt agreements of the joint ventures as of December 31, 2017.$2,860. The company believes there is sufficient equity in each of the joint ventures to meet the obligations. 

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

Note G – Accounts Receivable

Accounts receivable, net, consists of the following:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
Accounts receivable $8,302,455
 $8,181,879
 $7,962,977
 $9,021,051
Allowances for doubtful accounts (72,664) (56,291) (60,461) (75,588)
 $8,229,791
 $8,125,588
 $7,902,516
 $8,945,463


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, which are included in "Accounts receivable, net" in the company's consolidated balance sheets.  One such customer, with a combined note and accounts receivable balance of approximately $24,252 and $24,600 as of September 29, 2018 and December 31, 2017, respectively, became delinquent on its repayment of the note during the fourth quarter of 2016.  The company believes that it has adequately reserved for potential losses; however, it is possible that it could incur a loss in excess of the reserve.


Note H – Debt


Short-term borrowings, including current portion of long-term debt, consists of the following:

  March 30,
2019
 December 31,
2018
Borrowings on lines of credit $
 $180,000
Commercial paper 74,836
 
Other short-term borrowings 63,850
 66,257
  $138,686
 $246,257


Other short-term borrowings are primarily utilized to support working capital requirements. The weighted-average interest rate on these borrowings was 2.96% and 2.49% at March 30, 2019 and December 31, 2018, respectively.

The company has $200,000 in uncommitted lines of credit. There were no outstanding borrowings under the uncommitted lines of credit at March 30, 2019. There were $180,000 of outstanding borrowings under the uncommitted lines of credit at December 31, 2018. These borrowings were provided on a short-term basis and the maturity is agreed upon between the company and the lender. The lines had a weighted average effective interest rate of 3.49% and 3.39% at March 30, 2019 and December 31, 2018, respectively.

The company has a commercial paper program and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1,200,000. The company had $74,836 in outstanding borrowings under this program at March 30, 2019 and no outstanding borrowings at December 31, 2018. The program had a weighted average effective interest rate of 2.98% and 2.93% at March 30, 2019 and December 31, 2018, respectively.

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

Note H – Debt

Short-term borrowings, including current portion of long-term debt, consists of the following:

  September 29,
2018
 December 31,
2017
3.00% notes, due 2018 $
 $299,857
Borrowings on lines of credit 90,000
 
Other short-term borrowings 68,153
 56,949
  $158,153
 $356,806


Other short-term borrowings are primarily utilized to support working capital requirements and had a weighted-average interest rate of 1.22% and 2.60% at September 29, 2018 and December 31, 2017, respectively.

The company has $200,000 in uncommitted lines of credit. There were $90,000 of outstanding borrowings under the uncommitted lines of credit at September 29, 2018 and no outstanding borrowings at December 31, 2017. These borrowings were provided on a short-term basis and the maturity is agreed upon between the company and the lender. The lines had an effective interest rate of 3.02% at September 29, 2018.

Long-term debt consists of the following:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
Revolving credit facility $92,500
 $
 $55,000
 $
Asset securitization program 830,000
 490,000
 1,090,000
 810,000
6.00% notes, due 2020 209,103
 208,971
 209,191
 209,147
5.125% notes, due 2021 130,509
 130,400
 130,582
 130,546
3.50% notes, due 2022 347,093
 346,518
 347,485
 347,288
4.50% notes, due 2023 297,495
 297,122
 297,751
 297,622
3.25% notes, due 2024 493,858
 493,161
 494,327
 494,091
4.00% notes, due 2025 345,615
 345,182
 345,911
 345,762
7.50% senior debentures, due 2027 109,755
 109,694
 109,796
 109,776
3.875% notes, due 2028 493,960
 493,563
 494,231
 494,095
Other obligations with various interest rates and due dates 2,240
 18,434
 1,617
 788
 $3,352,128
 $2,933,045
 $3,575,891
 $3,239,115


The 7.50% senior debentures are not redeemable prior to their maturity.  All other 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:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
3.00% notes, due 2018 $
 $300,500
6.00% notes, due 2020 216,500
 224,000
 214,500
 214,500
5.125% notes, due 2021 134,500
 139,000
 135,500
 134,500
3.50% notes, due 2022 344,000
 355,000
 353,000
 345,000
4.50% notes, due 2023 302,500
 315,500
 311,500
 303,500
3.25% notes, due 2024 473,500
 491,000
 484,500
 467,000
4.00% notes, due 2025 340,000
 356,500
 351,000
 340,500
7.50% senior debentures, due 2027 130,000
 138,500
 130,000
 128,000
3.875% notes, due 2028 469,500
 501,000
 484,000
 458,500


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

The company has a $1,800,000$2,000,000 revolving credit facility maturing in December 2021.2023. 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, 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 currencyEurocurrency rate plus a spread (1.18% at September 29, 2018)March 30, 2019), which is based on the company's credit ratings, or an effective interest rate of 2.17%3.56% at September 29, 2018.March 30, 2019. The facility fee, which is based on the company's credit ratings, was .20% of the total borrowing capacity at September 29, 2018.March 30, 2019. The company had $92,500$55,000 in outstanding borrowings under the revolving credit facility at September 29, 2018.March 30, 2019. The company had no outstanding borrowings under the revolving credit facility at December 31, 2017.

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 no outstanding borrowings under this program at September 29, 2018 and December 31, 2017. The program had an effective interest rate of 2.77% for the third quarter of 2018.

The company has an asset securitization program collateralized by accounts receivable of certain of its subsidiaries. In June 2018,The company may borrow up to $1,200,000 under the company amended its asset securitization program, and, among other things, increased its borrowing capacity from $910,000 to $1,200,000 and extended its term to mature towhich matures in June 2021. The asset securitization program is conducted through Arrow Electronics Funding Corporation ("AFC"), a 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 plus a spread (.40% at September 29, 2018)March 30, 2019), or an effective interest rate of 2.62%2.94% at September 29, 2018.March 30, 2019. The facility fee is .40% of the total borrowing capacity.

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

At September 29, 2018March 30, 2019 and December 31, 2017,2018, the company had $830,000$1,090,000 and $490,000,$810,000, 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 $2,574,100$2,436,800 and $2,270,500,$2,754,400, 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 September 29, 2018March 30, 2019 and is currently not aware of any events that would cause non-compliance with any covenants in the future.  

During March 2018, the company redeemed $300,000 principal amount of its 3.00% notes due March 2018.

During June 2017,In the company completed the salenormal course of $500,000 principal amount of 3.875% notes due in 2028.  The net proceeds of the offering of $494,625 were used to redeem the company's 6.875% senior debenture due June 2018 and refinance a portion
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)

business, certain of the company’s 6.00% notes due April 2020, 5.125% notes due March 2021, and 7.50% notes due January 2027.subsidiaries have agreements to sell, without recourse, selected trade receivables to financial institutions. The company recorded a loss on extinguishment of debt of $59,545does not retain financial or legal interests in these receivables, and, accordingly they are accounted for the first nine months of 2017.

During September 2017, the company completed the sale of $500,000 principal amount of 3.25% notes due in 2024.  The net proceedsas sales of the offeringrelated 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 $493,810 were used to redeem the company's debt obligations and for general corporate purposes.operations.

Interest and other financing expense, net, includes interest and dividend income of $12,986$14,045 and $33,543$9,255 for the thirdfirst quarter of 2019 and first nine months of 2018, respectively. Interest and other financing expense, net, includes interest and dividend income of $7,758 and $22,768 for the third quarter and first nine months of 2017, respectively.

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

Note I – 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.

The following table presents assets (liabilities) measured at fair value on a recurring basis at September 29, 2018:March 30, 2019:
 Balance Sheet
Location
 Level 1 Level 2 Level 3 Total Balance Sheet
Location
 Level 1 Level 2 Level 3 Total
Cash equivalents (a) 
Cash and cash equivalents/
other assets
 $17,501
 $
 $
 $17,501
 
Cash and cash equivalents/
other assets
 $21,738
 $
 $
 $21,738
Equity investments (b) Other assets 44,068
 
 
 44,068
 Other assets 42,753
 
 
 42,753
Interest rate swaps Other liabilities 
 (864) 
 (864) Other liabilities 
 (557) 
 (557)
Foreign exchange contracts Other current assets 
 3,248
 
 3,248
 Other current assets 
 12,925
 
 12,925
Foreign exchange contracts Accrued expenses 
 (2,955) 
 (2,955) Accrued expenses 
 (998) 
 (998)
   $61,569
 $(571) $
 $60,998
   $64,491
 $11,370
 $
 $75,861

The following table presents assets (liabilities) measured at fair value on a recurring basis at December 31, 2017:2018:
 Balance Sheet
Location
 Level 1 Level 2 Level 3 Total Balance Sheet
Location
 Level 1 Level 2 Level 3 Total
Cash equivalents (c)(a) 
Cash and cash equivalents/
other assets
 $3,267
 $286,671
 $
 $289,938
 
Cash and cash equivalents/
other assets
 $22,883
 $
 $
 $22,883
Equity investments (b) Other assets 52,683
 
 
 52,683
 Other assets 38,045
 
 
 38,045
Interest rate swaps Other liabilities 
 (149) 
 (149) Other liabilities 
 (589) 
 (589)
Foreign exchange contracts Other current assets 
 5,499
 
 5,499
 Other current assets 
 4,163
 
 4,163
Foreign exchange contracts Accrued expenses 
 (8,581) 
 (8,581) Accrued expenses 
 (2,384) 
 (2,384)
Contingent consideration Accrued expenses 
 
 (3,176) (3,176)
 $55,950
 $283,440
 $(3,176) $336,214
 $60,928
 $1,190
 $
 $62,118

(a)Cash equivalents include highly liquid investments with an original maturity of less than three months.
(b)The company has an 8.4% equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices. The company recorded an unrealized gain of $222$1,824 and an unrealized loss of $6,908$2,579 for the thirdfirst quarter of 2019 and first nine months of 2018, respectively, on equity securities held at September 29, 2018.
(c)Cash equivalents at December 31, 2017 included $286,671 invested in certificatesthe end of deposit, with an original maturity of less than three months, held in anticipation of our acquisition of eInfochips, which closed in January 2018 (see Note D).each quarter.

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

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

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.

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

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 the change in the fair value of 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 income." The ineffective portion of the interest rate swaps, if any, is recorded in "Interest and other financing expense, net" in the company's consolidated statements of operations. As of September 29, 2018March 30, 2019 and December 31, 2017,2018, all outstanding interest rate swaps were designated as fair value hedges.

The terms of our outstanding interest rate swap contracts at September 29, 2018March 30, 2019 are as follows:
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%


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, British Pound, Indian Rupee, Chinese Renminbi, British Pound, Canadian Dollar, Israeli Shekel, and Australian Dollar.Chinese Renminbi. 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.rates related to these transactions.  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 September 29, 2018March 30, 2019 and December 31, 20172018 was $469,426$867,361 and $504,084,$607,747, respectively.

Gains and losses related to non-designated foreign currency exchange contracts are recorded in "Cost of sales" in the company's consolidated statements of operations. Gains and losses related to designated foreign currency exchange contracts designated as cash flow hedges are recorded in "Cost of sales," "Selling, general, and administrative expenses," and "Interest and other financing expense, net" based upon the nature of the underlying hedged transaction, in the company's consolidated statements of operations and were not material for the thirdfirst quarter of 2019 and 2018.

During the first nine monthsquarter of 20182019, the company entered into a series of foreign exchange contracts to sell Euro and 2017.buy United States Dollars, with various maturity dates as noted in the table below.

Maturity DateNotional Amount
March 2023EUR 50,000
September 2024EUR 50,000
April 2025EUR 100,000
January 2028EUR 100,000
TotalEUR 300,000



The contracts above have been designated as a net investment hedge which is in place to hedge a portion of the company's net investment in subsidiaries with euro-denominated net assets. The change in the fair value of derivatives designated as net investment hedges will be recorded in "foreign currency translation adjustment" ("CTA") within "Accumulated other comprehensive loss" in the company's consolidated balance sheets. Amounts excluded from the assessment of hedge effectiveness will be included in "Interest and other financing expense, net" in the company's consolidated statements of operations.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)


The gains (losses) recorded in CTA within other comprehensive income (loss) related to net investment hedges was $6,592 for the three months ended March 30, 2019, net of taxes. For the three months ended March 30, 2019, gains of $1,406 for outstanding net investment hedges were reclassified from CTA to "Interest and other financing expense, net" in the company's consolidated statements of operations.

The effects of derivative instruments on the company's consolidated statements of operations and other comprehensive income are as follows:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018

September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019

March 31,
2018
Gain (Loss) Recognized in Consolidated Net Income        
Gain (Loss) Recognized in Income    
Foreign exchange contracts $3,565
 $(4,283) $4,083
 $(15,445) $3,489
 $(5,742)
Interest rate swaps (311) (210) (922) (532) (319) (303)
Total $3,254
 $(4,493) $3,161
 $(15,977) $3,170
 $(6,045)
Gain (Loss) Recognized in Other Comprehensive Income before reclassifications        
Gain (Loss) Recognized in Other Comprehensive Income before reclassifications, net of tax    
Foreign exchange contracts $(1,212) $(374) $(2,348) $(1,241) $5,953
 $(1,078)
Interest rate swaps $
 $(3,619) $
 $(4,672)


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 J – Restructuring, Integration, and Other Charges

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. The following table presents the components of the restructuring, integration, and other charges:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Restructuring and integration charges - current period actions $4,102
 $12,050
 $24,332
 $34,296
 $3,007
 $11,432
Restructuring and integration charges - actions taken in prior periods 1,172
 250
 5,452
 6,348
 (61) 1,349
Other charges 4,869
 3,596
 20,713
 15,173
 8,714
 8,390
 $10,143
 $15,896
 $50,497
 $55,817
 $11,660
 $21,171


2018
Restructuring and Integration ChargesAccrual Summary

The following table presents the components of the 2018 restructuring and integration charges and activity in the related restructuring and integration accrual was $10,802 and $25,829 at March 30, 2019 and December 31, 2018, respectively. A transition adjustment of $9,968 was recorded on January 1, 2019 to reclassify restructuring and integration accruals for facilities costs by adjusting the first ninerelated lease right-of-use assets recorded upon adoption of ASU No. 2016-02, Topic 842. During the three months ended, March 30, 2019, the company made $6,735 of 2018:payments related to restructuring and integration accruals. Substantially all amounts accrued at March 30, 2019 relate to the termination of personnel and are expected to be spent in cash within one year.
  
Personnel
Costs
 Facilities Costs Other Total
Restructuring and integration charges $14,758
 $9,465
 $109
 $24,332
Payments (10,171) (2,652) (19) (12,842)
Foreign currency translation (319) (215) (8) (542)
Balance as of September 29, 2018 $4,268
 $6,598
 $82
 $10,948

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


2017 Restructuring and Integration Charges

The following table presents the activity in the restructuring and integration accrual for the first nine months of 2018 related to restructuring and integration actions taken in 2017:
  
Personnel 
Costs
 Facilities Costs Other Total
Balance as of December 31, 2017 $15,276
 $4,874
 $100
 $20,250
Restructuring and integration charges 1,936
 2,235
 22
 4,193
Payments (10,515) (2,297) (42) (12,854)
Foreign currency translation (1,262) (135) (9) (1,406)
Balance as of September 29, 2018 $5,435
 $4,677
 $71
 $10,183


Restructuring and Integration Accruals Related to Actions Taken Prior to 2017

Included in restructuring, integration, and other charges for the first nine months of 2018 are restructuring and integration charges of $1,259 related to restructuring and integration actions taken prior to 2017. The restructuring and integration charge (credits) includes adjustments to personnel costs of $457 and facilities costs of $802. The restructuring and integration accruals at September 29, 2018 related to actions taken prior to 2017 of $8,514 include accruals for personnel costs of $7,618, accruals for facilities costs of $766, and accruals for other costs of $130.

Restructuring and Integration Accrual Summary

The restructuring and integration accruals aggregate to $29,645 at September 29, 2018, all of which are expected to be spent in cash, and are expected to be utilized as follows:

The accruals for personnel costs totaling $17,321 relate to the termination of personnel that have scheduled payouts of $10,913 in 2018, $4,955 in 2019, $1,384 in 2020, and $69 in 2021.
The accruals for facilities totaling $12,041 relate to vacated leased properties that have scheduled payments of $2,244 in 2018, $2,503 in 2019, $2,194 in 2020, $1,527 in 2021, $1,041 in 2022, and $2,532 thereafter.
Other accruals of $283 are expected to be spent within one year.

Other Charges

Included in restructuring, integration, and other charges for the thirdfirst quarter and first nine months of 20182019 are other expenses of $4,869$8,714. The following items were included in other charges and $20,713, respectively. Included in these expenses are credits recorded to restructuring, integration, and other charges for the three months ended March 30, 2019:

acquisition-related charges for the first quarter of $1,422 and $8,960, respectively,$1,022 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.activity as well as contingent consideration for acquisitions completed in prior years.
$5,559 in charges related to relocation and other centralization efforts to maximize operating efficiencies.

Included in restructuring, integration, and other charges for the thirdfirst quarter and first nine months of 20172018 are other expenses of $3,596 and $15,173, respectively.$8,390. The following items represent other charges includes and credits recorded to restructuring, integration, and other charges for the three months ended March 31, 2018:

acquisition related charges for the thirdfirst quarter and first nine months of 2017 of $559 and $4,562, respectively,$6,154 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 the third quarter and first nine months of 2017, the company recorded a net loss on real estate transactions of $319 and $3,131, respectively, and incurred an additional expense of $65 and $2,013, respectively, to increase its accrualactivity as well as contingent consideration for the Wyle Laboratories ("Wyle") environmental obligation (See Note L).acquisitions completed in prior years.

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

Note K – 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 Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Net income attributable to shareholders $176,533
 $134,064
 $485,542
 $348,523
 $140,735
 $139,094
Weighted-average shares outstanding - basic 87,602
 88,453
 87,785
 88,870
 85,400
 87,955
Net effect of various dilutive stock-based compensation awards 1,006
 1,087
 974
 1,066
 919
 1,080
Weighted-average shares outstanding - diluted 88,608
 89,540
 88,759
 89,936
 86,319
 89,035
Net income per share:  
  
      
  
Basic $2.02
 $1.52
 $5.53
 $3.92
 $1.65
 $1.58
Diluted (a) $1.99
 $1.50
 $5.47
 $3.88
 $1.63
 $1.56


(a)Stock-based compensation awards for the issuance of 582903 and 540415 shares for the thirdfirst quarter of 2019 and first nine months of 2018, and 396 and 363 shares for the third quarter and first nine months of 2017, 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 L - Lease Commitments

The company leases certain office, distribution, and other property under non-cancelable operating leases expiring at various dates through 2033. Substantially all leases are classified as operating leases. During the first quarter of 2019, the company recorded operating lease cost of $26,726.
The following amounts were recorded in the consolidated balance sheets at March 30, 2019:
  March 30, 2019
Operating Leases  
Right-of-use asset $349,077
   
Lease liability - current 68,603
Lease liability - non-current 302,283
Total operating lease liabilities $370,886


Maturities of operating lease liabilities at March 30, 2019 were as follows:
  March 30, 2019
2019 $75,827
2020 76,035
2021 59,166
2022 46,851
2023 37,177
Thereafter 160,022
Total lease payments 455,078
Less imputed interest (84,192)
Total $370,886
   


Other information pertaining to leases consists of the following:
  March 30, 2019
Supplemental Cash Flow Information  
Cash paid for amounts included in the measurement of operating lease liabilities: $37,513
Right-of-use assets obtained in exchange for operating lease obligations: 35,573
   
Operating Lease Term and Discount Rate  
Weighted average remaining lease term in years 8
Weighted average discount rate 5.2%



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

Note LM – Shareholders' Equity

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in Accumulated other comprehensive income (loss), excluding noncontrolling interests:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Foreign Currency Translation Adjustment and Other:            
Other comprehensive income (loss) before reclassifications (a) $(37,858) $57,930
 $(137,661) $227,767
Other comprehensive income before reclassifications (a) $5,276
 $46,400
Amounts reclassified into income (7) (4,241) (130) (6,888) (186) (1,178)
Unrealized Gain (Loss) on Investment Securities, Net:        
Other comprehensive income (loss) before reclassifications 
 1,357
 
 4,639
Unrealized Gain (Loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:    
Other comprehensive income before reclassifications 6,592
 
Amounts reclassified into income 
 
 
 
 (1,059) 
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net:            
Other comprehensive income (loss) before reclassifications 
 (2,223) 
 (2,870)
Amounts reclassified into income 234
 130
 693
 327
 240
 228
Employee Benefit Plan Items, Net:            
Other comprehensive income (loss) before reclassifications 
 (51) 
 (94)
Amounts reclassified into income 389
 543
 1,284
 1,497
 319
 282
Other:            
Reclassification to retained earnings (b) 
 
 (22,354) 
Retained earnings adjustment (b) 
 (22,354)
Net change in Accumulated other comprehensive income (loss) $(37,242) $53,445
 $(158,168) $224,378
 $11,182
 $23,378

(a)Includes intra-entity foreign currency transactions that are of a long-term investment nature of $(14,266)$9,859 and $508$(11,924) for the thirdfirst quarter of 2019 and first nine months of 2018, and $(11,193) and $(50,512) for the third quarter and first nine months of 2017, respectively.
(b)Amounts relate to unrealized gains and losses on investments and stranded tax effects reclassified from "Accumulated other comprehensive income" to "Retained earnings" in accordance with ASU No. 2018-02 and ASU No. 2016-01 (Note B).2016-01.

Share-Repurchase Program

The following table shows the company's Board of Directors (the "Board") approved share-repurchase programs as of September 29, 2018:March 30, 2019:
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
 Dollar Value Approved for Repurchase Dollar Value of Shares Repurchased 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
December 2016 $400,000
 $121,361
 $278,639
 $400,000
 $311,395
 $88,605
December 2018 600,000
 
 600,000
Total $1,000,000
 $311,395
 $688,605

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

Note MN – 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. 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.

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 is complete and has been approved by ADEM. Approximately $6,100$6,300 was spent to date and the company currently anticipates no additional investigative and related expenditures. The nature and scope of 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 $4,300$4,100 and $10,000.

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.

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

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 ("HCS") 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 approved RAP included the potential for additional remedial action after the five year review of the HCS if the review found that contaminants were not sufficiently reduced in the offsite area. The HCS five year review submitted to DTSC in December 2016 identified significant reductions in contaminants offsite except in a key area identified in the RAP. This exception triggered the need for additional offsite remediation that began in 2018.

Approximately $67,500$71,100 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 $14,300$10,800 to $25,000.$21,500. 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.

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.

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

Note NO – 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 and managed service providers 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, by segment by geographic area, are as follows:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Components:            
Americas $2,060,920
 $1,816,772
 $5,795,500
 $5,080,558
 $1,907,029
 $1,796,698
EMEA (a) 1,399,435
 1,262,048
 4,325,793
 3,572,720
 1,503,366
 1,478,386
Asia/Pacific 1,920,723
 1,785,541
 5,474,081
 4,732,236
 1,781,532
 1,654,848
Global components $5,381,078
 $4,864,361
 $15,595,374
 $13,385,514
 $5,191,927
 $4,929,932
            
ECS:            
Americas $1,457,719
 $1,357,709
 $4,040,164
 $3,759,597
 $1,200,907
 $1,195,411
EMEA 651,648
 634,038
 2,123,048
 1,870,003
EMEA (a) 763,157
 750,270
Global ECS $2,109,367
 $1,991,747
 $6,163,212
 $5,629,600
 $1,964,064
 $1,945,681
Consolidated (b) $7,490,445
 $6,856,108
 $21,758,586
 $19,015,114
 $7,155,991
 $6,875,613

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

(b)Includes sales related to the United States of $3,181,227$2,782,035 and $8,799,364$2,649,668 for the thirdfirst quarter of 2019 and first nine months of 2018, and $2,853,505 and $7,863,591 for the third quarter and first nine months of 2017, respectively.

Operating income (loss), by segment, are as follows:
 Quarter Ended Nine Months Ended Quarter Ended
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 March 30,
2019
 March 31,
2018
Operating income (loss):  
  
      
  
Global components $271,939
 $212,993
 $755,325
 $583,690
 $234,532
 $229,546
Global ECS 82,187
 94,005
 275,410
 282,955
 86,718
 83,806
Corporate (c) (63,816) (71,557) (217,603) (207,733) (75,690) (77,357)
Consolidated $290,310
 $235,441
 $813,132
 $658,912
 $245,560
 $235,995

(c)Includes restructuring, integration, and other charges of $10,143$11,660 and $50,497$21,171 for the thirdfirst quarter of 2019 and first nine months of 2018, and $15,896 and $55,817 for the third quarter and first nine months of 2017, respectively. Also included in the thirdfirst quarter of 2019 and first nine months of 2018 was a net loss on the disposition of businesses of $2,042$866 and $3,604,$1,562, respectively.

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

Total assets, by segment, is as follows:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
Global components $11,819,260
 $10,229,168
 $11,479,107
 $11,425,579
Global ECS 4,547,338
 5,426,675
 4,567,305
 5,632,102
Corporate 611,427
 803,424
 784,340
 726,764
Consolidated $16,978,025
 $16,459,267
 $16,830,752
 $17,784,445


Net property, plant, and equipment, by geographic area, is as follows:
 September 29,
2018
 December 31,
2017
 March 30,
2019
 December 31,
2018
Americas (d) $690,146
 $688,637
 $659,608
 $673,228
EMEA 107,205
 108,232
 119,105
 110,996
Asia/Pacific 41,212
 41,606
 40,891
 40,476
Consolidated $838,563
 $838,475
 $819,604
 $824,700


(d)Includes net property, plant, and equipment related to the United States of $685,742$656,736 and $683,988$670,201 at September 29, 2018March 30, 2019 and December 31, 2017,2018, 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 has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers, coupled with a range of services, solutions, 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 distributes electronic components to original equipment manufacturers ("OEMs") and contract manufacturers ("CMs") through its global components business segment and provides enterprise computing solutions to value-added resellers ("VARs") and managed service providers ("MSPs") through its global ECS business segment. For the first nine monthsquarter of 2018,2019, approximately 72%73% of the company's sales were from the global components business segment and approximately 28%27% 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 expand its geographic reach.

Executive Summary

Consolidated sales for the thirdfirst quarter and first nine months of 20182019 increased by 9.3% and 14.4%, respectively,4.1% compared with the year-earlier periods.period. The increase for the thirdfirst quarter of 20182019 was driven by ana increase in the global components business segment sales of 10.6%5.3% and ana increase in the global ECS business segment sales of 5.9%. The increase for the first nine months of 2018 was driven by an increase in the global components business segment sales of 16.5% and an increase in the global ECS business segment sales of 9.5%0.9%. Adjusted for the change in foreign currencies acquisitions, and dispositions consolidated sales increased 10.4% and 12.5%7.6% for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with the year-earlier periods.period.

Net income attributable to shareholders increased to $176.5 million and $485.5$140.7 million in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to $134.1 million and $348.5$139.1 million in the year-earlier periods.period. The following items impacted the comparability of the company's results:

Third quarters of 2018 and 2017:

restructuring, integration, and other charges of $10.1$11.7 million in 20182019 and $15.9$21.2 million in 2017;2018;
identifiable intangible asset amortization of $11.6$11.9 million in 20182019 and $12.6$13.5 million in 2017;2018;
net gain on investments of $1.1$5.3 million in 20182019 and net loss on investments of $13.0$2.5 million in 2017;2018;
loss on disposition of businesses, net, of $2.0$0.9 million in 2019 and $1.6 million in 2018; and
loss on extinguishment of debt of $0.8 million in 2017

First nine months of 2018 and 2017:

restructuring, integration, and other charges of $50.5 million in 2018 and $55.8 million in 2017;
identifiable intangible asset amortization of $37.1 million in 2018 and $37.9 million in 2017;
net loss on investments of $3.9 million in 2018 and $8.8 million in 2017;
loss on disposition of businesses, net, of $3.6 million in 2018; and
loss on extinguishment of debt of $59.5 million in 2017
Impact of U.S. tax reform of $3.5 million in 2019.

Excluding the aforementioned items, net income attributable to shareholders for the thirdfirst quarter and first nine months of 2018 increased2019 decreased to $193.1$158.5 million and $555.8 million, respectively, compared with $161.2 million and $452.4$167.7 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"), the impact of acquisitions by adjusting the company's operatingre-translating prior period results for businesses acquired, including the amortization expense related to acquired intangible assets, as if the acquisitions had occurred at the beginning of the earliestcurrent period presented (referred to as "impact of acquisitions"),foreign exchange rates and the impact of dispositions by adjusting the company's operating results for businesses disposed, as if the dispositions had occurred at the beginning of the earliest period presented (referred to as "impact of dispositions");
Operating income as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, and loss on disposition of businesses, net; and
Net income attributable to shareholders as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, loss on disposition of businesses, net, gain (loss) on investments, net, and loss on extinguishmentthe impact of debt.U.S. tax reform.

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   Nine Months Ended  
 September 29,
2018
 September 30,
2017
 
Change
 September 29,
2018
 September 30,
2017
 
Change
            
Consolidated sales, as reported*$7,490
 $6,856
 9.3% $21,759
 $19,015
 14.4%
Impact of changes in foreign currencies
 (50)   
 358
  
Impact of acquisitions
 36
   
 111
  
Impact of dispositions
 (56)   (27) (172)  
Consolidated sales, as adjusted*$7,490
 $6,785
 10.4% $21,731
 $19,313
 12.5%
            
Global components sales, as reported*$5,381
 $4,864
 10.6% $15,595
 $13,386
 16.5%
Impact of changes in foreign currencies
 (32)   
 233
  
Impact of acquisitions
 21
   
 63
  
Impact of dispositions
 
   
 
  
Global components sales, as adjusted*$5,381
 $4,854
 10.9% $15,595
 $13,682
 14.0%
            
Global ECS sales, as reported*$2,109
 $1,992
 5.9% $6,163
 $5,630
 9.5%
Impact of changes in foreign currencies
 (18)   
 125
  
Impact of acquisitions
 14
   
 47
  
Impact of dispositions
 (56)   (27) (172)  
Global ECS sales, as adjusted*$2,109
 $1,931
 9.2% $6,136
 $5,630
 9.0%
 Quarter Ended  
 March 30,
2019
 March 31,
2018
 
Change
      
Consolidated sales, as reported$7,156
 $6,876
 4.1%
Impact of changes in foreign currencies
 (197)  
Impact of dispositions(11) (41)  
Consolidated sales, as adjusted$7,145
 $6,638
 7.6%
      
Global components sales, as reported$5,192
 $4,930
 5.3%
Impact of changes in foreign currencies
 (130)  
Global components sales, as adjusted$5,192
 $4,800
 8.2%
      
Global ECS sales, as reported$1,964
 $1,946
 0.9%
Impact of changes in foreign currencies
 (67)  
Impact of dispositions(11) (41)  
Global ECS sales, as adjusted$1,953
 $1,838
 6.3%

Consolidated sales for the first quarter of 2019 increased by $280.4 million, or 4.1% compared with the year-earlier period. The increase for the first quarter of 2019 was driven by an increase in global components business segment sales of $262.0 million, or 5.3%, and a increase in global ECS business segment sales of $18.4 million, or 0.9%. Adjusted for the impact of changes in foreign currencies and dispositions, consolidated sales increased 7.6% for the first quarter of 2019 compared with the year-earlier period.

In the global components business segment, sales for the first quarter of 2019 increased $262.0 million, or 5.3% compared with the year-earlier period, with the growth spread across all three regions. The increase during the first quarter of 2019 is attributable to suppliers awarding additional business to the company and demand growth for lower cost commodity parts. Adjusted for the impact of changes in foreign currencies, the company's global components business segment sales increased by 8.2% for the first quarter of 2019 compared with the year-earlier period.

In the global ECS business segment, sales for the first quarter of 2019 increased $18.4 million, or 0.9% compared with the year-earlier period. The increase during the first quarter of 2019 is primarily attributable to demand growth in servers, infrastructure software, storage, and security. Adjusted for the impact of changes in foreign currencies and dispositions, the company's global ECS business segment sales increased 6.3% for the first quarter of 2019 compared with year-earlier period.


Gross Profit

Following is an analysis of gross profit (in millions):
 Quarter Ended  
 March 30,
2019
 March 31,
2018
 % Change
      
Consolidated gross profit, as reported$862
 $869
 (0.8)%
Impact of changes in foreign currencies
 (29)  
Impact of dispositions(1) (7)  
Consolidated gross profit, as adjusted*$861
 $832
 3.4 %
Consolidated gross profit as a percentage of sales, as reported12.0% 12.6% (60) bps
Consolidated gross profit as a percentage of sales, as adjusted12.0% 12.5% (50) bps
* The sum of the components for consolidated salesgross profit as reported and as adjusted may not agree to totals, as presented, due to rounding.


Consolidated sales forThe company recorded gross profit of $861.7 million in the thirdfirst quarter and first nine months of 2018 increased by $634.3 million, or 9.3%, and $2.74 billion, or 14.4%, respectively,2019 compared with $868.9 million in the year-earlier periods. The increase for the third quarter of 2018 was driven by an increase in global components business segment sales of $516.7 million, or 10.6%, and an increase in global ECS business segment sales of $117.6 million, or 5.9%. The increase for the first nine months of 2018 was driven by an increase in global components business segment sales of $2.21 billion, or 16.5%, and an increase in global ECS business segment sales of $533.6 million, or 9.5%.

Adjusted for the impact of changes in foreign currencies, acquisitions, and dispositions, consolidated sales increased 10.4% and 12.5% for the third quarter and first nine months of 2018, respectively, compared with the year-earlier periods.

In the global components business segment, sales for the third quarter and first nine monthsof 2018 increased $516.7 million, or 10.6%, and $2.21 billion, or 16.5%, respectively, compared with the year-earlier periods, with double digit sales growth in the Americas and EMEA regions. Increases during the third quarter and first nine monthsof 2018 are attributable to suppliers awarding additional business to the company, with strong demand growth from industrial and manufacturing customers.period. Adjusted for the impact of changes in foreign currencies and acquisitions,dispositions, gross profit increased 3.4% in the company's global components business segment sales increased by 10.9% and 14.0% for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with the year-earlier periods.

In the global ECS business segment, sales for the third quarter and first nine monthsof 2018 increased $117.6 million, or 5.9%, and $533.6 million, or 9.5%, respectively, compared with the year-earlier periods. Increases during the third quarter and first nine months of 2018 are primarily attributable to the Americas region having strong demand growth in storage, infrastructure software including virtualization and security, as well as industry-standard servers. Adjusted for the impact of changes in foreign currencies, acquisitions, and dispositions, the company's global ECS business segment sales increased 9.2% and 9.0%for the third quarter and first nine months of 2018, respectively, compared with year-earlier periods.

Gross Profit

Following is an analysis of gross profit (in millions):
 Quarter Ended   Nine Months Ended  
 September 29,
2018
 September 30,
2017
 % Change September 29,
2018
 September 30,
2017
 % Change
            
Consolidated gross profit, as reported$924
 $843
 9.6% $2,726
 $2,428
 12.3%
Impact of changes in foreign currencies
 (9)   
 49
 
Impact of acquisitions
 12
   
 36
 

Impact of dispositions
 (14)   (6) (45)  
Consolidated gross profit, as adjusted$924
 $832
 11.1% $2,720
 $2,468
 10.2%
Consolidated gross profit as a percentage of sales, as reported12.3% 12.3% flat
 12.5% 12.8% (30) bps
Consolidated gross profit as a percentage of sales, as adjusted12.3% 12.3% flat
 12.5% 12.8% (30) bps

The company recorded gross profit of $923.8 million and $2.73 billion in the third quarter and first nine months of 2018, respectively, compared with $842.6 million and $2.43 billion in the year-earlier periods. The increases in gross profit dollars were primarily due to increased demand in the global components business.period. Gross profit margins in the thirdfirst quarter and first nine monthsof 2018 remained flat and2019 decreased by approximately 3060 bps respectively, compared with the year-earlier periodsperiod primarily due to lower margins in the Global ECS business due tounfavorable product mix and a higher proportion of sales recognized on a gross basis. Gross margins in the Global Components business during the third quarter and first nine months of 2018 increased 70 bps and 30 bps, respectively, compared with year-earlier periods.mix.


Selling, General, and Administrative Expenses and Depreciation and Amortization

Following is an analysis of operating expenses (in millions):
 Quarter Ended   Nine Months Ended  
 September 29,
2018

September 30,
2017
 
Change
 September 29,
2018
 September 30,
2017
 
Change
            
Selling, general, and administrative expenses, as reported$576
 $553
 4.2% $1,719
 $1,600
 7.4%
Depreciation and amortization, as reported46
 39
 18.0% 139
 113
 23.1%
Operating expenses, as reported*621

591
 5.1% 1,858
 1,713
 8.5%
Impact of changes in foreign currencies
 (6)   
 36
  
Impact of acquisitions
 8
   
 23
  
Impact of dispositions
 (14)   (7) (43)  
Operating expenses, as adjusted*$621
 $580
 7.2% $1,852
 $1,729
 7.1%
Operating expenses as a percentage of sales, as reported8.3% 8.6% (30) bps
 8.5% 9.0% (50) bps
Operating expenses as a percentage of sales, as adjusted8.3% 8.5% (20) bps
 8.5% 9.0% (50) bps
* The sum of the components for operating expenses as reported and as adjusted may not agree to totals, as presented, due to rounding.
 Quarter Ended  
 March 30,
2019

March 31,
2018
 
Change
      
Selling, general, and administrative expenses, as reported$556
 $563
 (1.2)%
Depreciation and amortization, as reported48
 47
 0.6 %
Operating expenses, as reported$604

$610
 (1.1)%
Impact of changes in foreign currencies
 (19)  
Impact of dispositions(1) (8)  
Operating expenses, as adjusted$603
 $583
 3.4 %
Operating expenses as a percentage of sales, as reported8.4% 8.9% (50) bps
Operating expenses as a percentage of sales, as adjusted8.4% 8.8% (40) bps

Selling, general, and administrative expenses increaseddecreased by $23.1$6.9 million, or 4.2%, and $119.1 million, or 7.4%, respectively,1.2% in the thirdfirst quarter and first nine months of 20182019 on a sales increase of 9.3% and 14.4%4.1% compared with the year-earlier periods.period. Selling, general, and administrative expenses as a percentage of sales were 7.7% and 7.9%7.8% for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with 8.1% and 8.4%8.2% in the year-earlier periods.period.

Depreciation and amortization expense as a percentage of operating expenses was 7.3% and 7.5%7.9% for the third quarter and first nine months of 2018, respectively, compared with 6.5% and 6.6% in the year-earlier periods. During the third quarter and first nine months of 2018 the company recorded $4.6 million and $16.8 million, respectively, of depreciation related to a global enterprise resource tool ("ERP") placed into service during the first quarter of 2018.2019 compared with 7.7% in the year-earlier period. Included in depreciation and amortization expense is identifiable intangible asset amortization of $11.6 million and $37.1$11.9 million for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to $12.6 million and $37.9$13.5 million in the year-earlier periods.

period. Adjusted for the impact of changes in foreign currencies acquisitions, and dispositions, operating expenses increased 7.2% and 7.1%3.4% for the thirdfirst quarter and first nine monthsof 2018, respectively,2019 compared with the year-earlier periods.period.

Restructuring, Integration, and Other Charges

Restructuring initiatives relate 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.

2018
2019 Charges

The company recorded restructuring, integration, and other charges of $10.1 million and $50.5$11.7 million for the thirdfirst quarter of 2019, which includes $3.0 million related to initiatives taken by the company during 2019 to improve operating efficiencies, $1.0 million of acquisition-related expenses, and first nine months of 2018, respectively. For the third quarter$5.6 million in charges related to relocation and first nine months of 2018,other centralization efforts to maximize operating efficiencies. The restructuring and integration charge of $3.0 million for the first quarter of 2019 relates primarily to the termination of personnel.

2018 Charges

The company recorded restructuring, integration, and other charges of $4.1$21.2 million and $24.3for the first quarter of 2018, which includes $11.4 million respectively, related to initiatives taken by the company during 2018 to improve operating efficiencies and $1.4 million and $9.0 million, respectively, consistedacquisition-related expenses of acquisition-related expenses.

$6.2 million. The restructuring and integration charge of $4.1 million and $24.3$11.4 million for the thirdfirst quarter and first nine months of 2018 respectively, includes personnel costs of $4.3 million and $14.8$4.5 million, facilities costs of $(0.1) million and $9.5$6.8 million, and other costs of $(0.1) million and $0.1 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.


2017 Charges

The company recorded restructuring, integration, and other charges of $15.9 million and $55.8 million for the third quarter and first nine months of 2017, respectively. For the third quarter and first nine months of 2017, restructuring and integration charges for $12.1 million and $34.3 million, respectively, related to initiatives taken by the company during 2017 to improve operating efficiencies and $0.6 million and $4.6 million, respectively, of acquisition-related expenses. In the third quarter and first nine months of 2017, the company recorded a net loss on real estate transactions of $0.3 million and $3.1 million, respectively, and incurred an additional expense of $0.1 million and $2.0 million, respectively, to increase its accrual for the Wyle environmental obligation.

The restructuring and integration charge of $12.1 million and $34.3 millionfor the third quarter and first nine months of 2017, respectively, includes personnel costs of $10.4 million and $29.0 million. Also included therein for both third quarter and first nine months of 2017, respectively, are facilities costs of $1.3 million and $4.2 million and other costs of $0.4 million and $1.0 million. 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.

As of September 29, 2018,March 30, 2019, the company does not anticipate there will be any material adjustments relating to the aforementioned restructuring and integration plans. Refer to Note J, "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   Nine Months Ended  Quarter Ended  
September 29,
2018

September 30,
2017
 
Change
 September 29,
2018
 September 30,
2017
 
Change
March 30,
2019

March 31,
2018
 
Change
                
Consolidated operating income, as reported$290
 $235
 23.3% $813
 $659
 23.4%$246
 $236
 4.1 %
Identifiable intangible asset amortization12
 13
   37
 38
  12
 14
  
Restructuring, integration, and other charges10
 16
   50
 56
  12
 21
  
Loss on disposition of businesses2
 
   4
 
  
Loss on disposition of businesses, net1
 2
  
Consolidated operating income, as adjusted*$314
 $264
 19.0% $904
 $753
 20.2%$270
 $272
 (0.8)%
Consolidated operating income as a percentage of sales, as reported3.9% 3.4% 50 bps
 3.7% 3.5% 20 bps
3.4% 3.4% flat
Consolidated operating income, as adjusted, as a percentage of sales, as reported4.2% 3.9% 30 bps
 4.2% 4.0% 20 bps
3.8% 4.0% (20) 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 $290.3$245.6 million, or 3.9% of sales, and $813.1 million, or 3.7%3.4% of sales in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with operating income of $235.4$236.0 million, or 3.4%, and $658.9 million, or 3.5% of sales in the year-earlier periods.period. Excluding identifiable intangible asset amortization, restructuring, integration, and other charges, and loss on disposition of businesses, net, operating income, as adjusted, was $314.1$270.0 million, or 4.2% of sales, and $904.3 million, or 4.2%3.8% of sales in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with operating income, as adjusted, of $264.0 million, or 3.9% of sales, and $752.6$272.2 million, or 4.0% of sales in the year-earlier periods.period. Operating income, as adjusted, increased 19.0% and 20.2%decreased 0.8% for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with the year-earlier periods,period, on a sales increase of 9.3% and 14.4%, respectively,4.1% compared with the year-earlier periods.period. Operating income, as adjusted as a percentage of sales, increased 30 bps anddecreased 20 bps for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with the year-earlier periods.period.


Operating income growth was well in excess ofline with sales growth for the thirdfirst quarter and first nine months of 2018,2019 compared with the year-earlier period, due to the company's ability to efficiently manage operating costs and improve leverage incosts. Operating margin decreases from both the global components businessand global ECS businesses were partially offset by delivering more value-added services and selling more of the company's extensive line card. Operating margins improved meaningfully in all three regions of the global components business.lower spending from corporate.

The sales increases inGain (Loss) on Investments, Net

During the global ECS business forfirst quarter of 2019 and 2018, the third quarter and first nine monthscompany recorded a gain of 2018 were dilutive to operating margins due to a $6$5.3 million sales tax adjustment recognized during the third quarter and a shiftloss of $2.5 million related to changes in product mix toward hardware.fair value of certain investments, respectively.


Interest and Other Financing Expense, Net

The company recorded net interest and other financing expense of $54.2 million and $160.2$52.0 million for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with $40.1 million and $120.9$45.2 million in the year-earlier periods.period. The increase for the thirdfirst quarter and first nine months of 20182019 was primarily due to higher average debt outstanding and an increase in variable interest rates.

Other

During the third quarter and  first nine months of 2018, the company recorded a net loss on disposition of businesses of $2.0 million and $3.6 million related to the sale of two non-strategic businesses, respectively.

During the third quarter and first nine months of 2018, the company recorded a gain of $1.1 million and a loss of $3.9 million related to changes in fair value of certain investments, respectively.

During the third quarter and first nine months of 2017, the company recorded a loss of $13.0 million and $8.8 million related to changes in fair value of certain investments, respectively, including a $15.0 million loss related to the full impairment of a cost method investment.

During June 2017, the company completed the sale of $500.0 million principal amount of 3.875% notes due 2028. The net proceeds of the offering of $494.6 million were used to redeem the company's 6.875% senior debenture due June 2018 and refinance a portion of the company's 6.00% notes due April 2020, 5.125% notes due March 2021, and 7.50% notes due January 2027. The company recorded a loss on extinguishment of debt of $0.8 million and $59.5 million in the third quarter and first nine months of 2017, respectively.

Income Tax

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 thirdfirst quarter and first nine monthsof 2018,2019, the company recorded a provision for income taxes of $57.1$53.9 million and an effective tax rate of 24.3%, and $155.3 million, an effective tax rate of 24.1%, respectively.27.5%. The company's provision for income taxes and effective tax rate for the thirdfirst quarter of 2019 were impacted by the previously discussed restructuring, integration, and other charges, identifiable intangible asset amortization, loss on disposition of businesses, the impact of U.S. tax reform, and gain on investments. Excluding the impact of the aforementioned items, the company's effective tax rate for the first nine months quarter of 2019 was 25.6%.

For the first quarter of 2018, the company recorded a provision for income taxes of $46.6 million and an effective tax rate of 25.0%. The company's provision for income taxes and effective tax rate for the first quarterof 2018 were impacted by the previously discussed restructuring, integration, and other charges, identifiable intangible asset amortization, loss on disposition of businesses, and gain/ loss on investments. Excluding the impact of the aforementioned items, the company's effective tax rate for the thirdfirst quarter and first nine months of 2018 was 24.4% and 24.3%, respectively. 

For the third quarter and first nine months of 2017, the company recorded a provision for income taxes of $46.0 million, an effective tax rate of 25.4%, and $115.1 million, an effective tax rate of 24.7%, respectively. The company's provision for income taxes and effective tax rate for the third quarter and first nine monthsof 2017 were impacted by the previously discussed restructuring, integration, and other charges, identifiable intangible asset amortization, loss on extinguishment of debt, and loss on investments. Excluding the impact of the aforementioned items, the company's effective tax rate for the third quarter and first nine months of 2017 was 27.4% and 27.5%, respectively.25.1%.

The company’s effective tax rate deviates from the statutory U.S. federal income tax rate mainly due to the mix of foreign taxing jurisdictions in which the company operates and where its foreign subsidiaries generate taxable income. The decreaseincrease in the effective

tax rate from 25.4%25.0% for the thirdfirst quarter of 20172018 to 24.3%27.5% for the thirdfirst quarter of 20182019 is primarily driven by the change in mix of the tax jurisdictions where taxable income is generated, discrete items, and changes in the U.S. tax rules.

On December 22, 2017, the U.S. federal government enacted comprehensive tax legislation (the “Tax Act”), which significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time transition tax on accumulated foreign unremitted earnings, and setting limitations on deductibility of certain costs (e.g., interest expense).

In the fourth quarter of 2017, the company recorded a provision amount, which is a reasonable estimate of the Tax Act’s impact of $124.7 million pursuant to the guidance provided by the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB 118”), which allows the company a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related provisional tax impacts. Accordingly, the company is continuing to assess the related tax impacts under SAB 118 and has not made any adjustments during the first nine months of 2018 to the reasonable estimate of $124.7 million previously recorded in the fourth quarter of 2017.

Net Income Attributable to Shareholders

Following is an analysis of net income attributable to shareholders (in millions):
Quarter Ended Nine Months EndedQuarter Ended
September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
March 30,
2019
 March 31,
2018
          
Net income attributable to shareholders, as reported$177
 $134
 $486
 $349
$141
 $139
Identifiable intangible asset amortization*11
 12
 36
 37
12
 13
Restructuring, integration, and other charges10
 16
 50
 56
12
 21
Loss on disposition of businesses, net1
 2
(Gain) loss on investments, net(1) 13
 4
 9
(5) 2
Loss on extinguishment of debt
 1
 
 60
Loss on disposition of businesses, net2
 
 4
 
Tax effect of adjustments above(6) (15) (24) (57)(5) (10)
Impact of U.S. tax reform4
 
Net income attributable to shareholders, as adjusted **$193
 $161
 $556
 $452
$158
 $168
* Identifiable intangible asset amortization does not include amortization related to the noncontrolling interestinterest.
** The sum of the components for net income attributable to shareholders, as adjusted, may not agree to totals, as presented, due to rounding.

The company recorded net income attributable to shareholders of $176.5 million and $485.5$140.7 million in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with $134.1 million and $348.5$139.1 million in the year-earlier periods.period. Net income attributable to shareholders, as adjusted, was $193.1 million and $555.8$158.5 million for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared with $161.2 million and $452.4$167.7 million in the year-earlier periods.period.



Liquidity and Capital Resources

At September 29, 2018March 30, 2019 and December 31, 2017,2018, the company had cash and cash equivalents of $474.2$351.9 million and $730.1$509.3 million, respectively, of which $377.1$336.2 million and $465.4$394.4 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, the company would be required to pay withholding and other taxes related to distribution of 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 conduct operations throughout the global organization.

During the first nine monthsquarter of 2018,2019, the net amount of cash provided byused for the company's operating activities was $9.6$329.0 million, the net amount of cash used for investing activities was $415.4$30.9 million, and the net amount of cash provided by financing activities was $138.5$180.8 million.  The effect of exchange rate changes on cash was an increase of $11.5$21.7 million.


During the first nine monthsquarter of 2017,2018, the net amount of cash provided byused for the company's operating activities was $1.8$75.1 million, the net amount of cash used for investing activities was $131.3$336.4 million, and the net amount of cash provided by financing activities was $181.4$235.5 million.  The effect of exchange rate changes on cash was a decrease of $1.9$5.4 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 70.4%69.1% at September 29, 2018March 30, 2019 and 69.4%72.1% at December 31, 2017.2018.

The net amount of cash provided byused for the company's operating activities during the first nine monthsquarter of 20182019 was $9.6$329.0 million and was primarily due to an increasethe timing of inventory purchases early in earnings from operations adjustedthe quarter coupled with lower demand levels and slower payments by customers later in the quarter.

The net amount of cash used for non-cash items, offset, in part, bythe company's operating activities during the first quarter of 2018 was $75.1 million and was primarily due to an increase in working capital to support the increase in sales.

The net amount of cash providedsales, offset, in part, by the company's operating activities during the first nine months of 2017 was $1.8 million and was primarily due to an increase in earnings from operations adjusted for non-cash items, offset, in part, by an increase in working capital to support the increase in sales.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 16.9%19.6% in the thirdfirst quarter of 20182019 compared with 16.1%17.6% in the thirdfirst quarter of 2017.2018.

Cash Flows from Investing Activities

The net amount of cash used for investing activities during the first nine monthsquarter of 20182019 was $415.4$30.9 million. The useuses of cash from investing activities included $331.6 million of cash consideration paid for acquired businesses and $104.9$33.8 million for capital expenditures. The sources of cash from investing activities included $32.0 million of proceeds from the sale of businesses. Capital expenditures for the first nine monthsquarter of 20182019 are related to relocationinvestments in internally developed software and infrastructure upgrades ofwebsite functionality related to the company’s data centers, and continued development of Digital and Cloud capabilities.digital business.

The net amount of cash used for investing activities during the first nine monthsquarter of 20172018 was $131.3$336.4 million. The uses of cash from investing activities included $149.6$331.5 million for cash consideration paid for acquired businesses and $34.7 million for capital expenditures. The sources of cash from investing activities included $24.4$34.3 million of proceeds from the sale of property, plant, and equipment.businesses. Included in capital expenditures for the first nine monthsquarter of 20172018 was $30.3$7.4 million related to the company's global ERP initiative.system. The company completed the implementation of its new ERP system during Q1 2018.

Cash Flows from Financing Activities

The net amount of cash provided by financing activities during the first nine monthsquarter of 2019 was $180.8 million. The uses of cash from financing activities included $107.2 million of net payments from short-term borrowings and $53.9 million of repurchases of common stock. The sources of cash from financing activities during the first quarter of 2019 were $335.0 million of net proceeds from long-term bank borrowings and $6.9 million of proceeds from the exercise of stock options.

The net amount of cash provided by financing activities during the first quarter of 2018 was $138.5$235.5 million. The uses of cash from financing activities included $300.0 million of payments for the redemption of notes, and $93.2$52.5 million of repurchases of common stock.stock, and $18.4 million of net payments from short-term borrowings. The sources of cash from financing activities during the first nine months quarter

of 2018 were $420.8$601.4 million of net proceeds from long-term bank borrowings $104.2 million of net proceeds from short-term borrowings, and $7.9$5.0 million of proceeds from the exercise of stock options.

The netDuring March 2018, the company redeemed $300.0 million principal amount of cash provided by financing activities during the first nine months of 2017 was $181.4 million. The uses of cash from financing activities included $555.9 million of payments for the redemption ofits 3.00% notes $149.1 million of repurchases of common stock, $14.4 million and $82.8 million of net proceeds from short-term and long-term bank borrowings, respectively, and $23.4 million of payments to acquire additional shares of Data Modul AG. The sources of cash from financing activities during the first nine months of 2017 were $987.1 million of net proceeds from note offering and $21.4 million of proceeds from the exercise of stock options.due March 2018.

The company has a $1.8$2.0 billion revolving credit facility maturing in December 2021.2023. 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, 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 currencyEurocurrency rate plus a spread (1.18% at September 29, 2018)March 30, 2019), which is based on the company's credit ratings, or an effective interest rate of 2.17%3.56% at September 29, 2018.March 30, 2019. The facility fee, which is based on the company's credit ratings, was .20% of the total borrowing capacity at September 29, 2018.March 30, 2019. The company had $92.5$55.0 million in outstanding borrowings under the revolving credit facility at September 29, 2018.March 30, 2019. There were no outstanding borrowings under the revolving credit facility at December 31, 2017.2018. During the first nine monthsquarter of 20182019 and 2017,2018, the average daily balance outstanding under the revolving credit facility was $60.3$43.0 million and $18.9$69.4 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 $74.8 million in outstanding borrowings under this program at March 30, 2019 and no outstanding borrowings under this program at September 29, 2018 and December 31, 2017.2018. During the first nine monthsquarter of 20182019 and 2017,2018, the average daily balance outstanding under the commercial paper program was $799.4$836.0 million and $613.5$664.8 million, respectively. The program had ana weighted average effective interest rate of 2.77% for the third quarter of 2018.2.98% at March 30, 2019.

The company has an asset securitization program collateralized by accounts receivable of certain of its subsidiaries. Insubsidiaries, which matures June 2018,
the2021. The company amended its asset securitization program and, among other things, increased its borrowing capacity from $910.0 millionmay borrow up to $1.2 billion and extended its term to mature to June 2021.under the asset securitization program. The asset securitization program is conducted through Arrow Electronics Funding Corporation ("AFC"), a 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 plus a spread (.40% at September 29, 2018)March 30, 2019), or an effective interest rate of 2.62%2.94% at September 29, 2018.March 30, 2019. The facility fee is .40% of the total borrowing capacity. The company had $830.0 million$1.1 billion and $490.0$810.0 million in outstanding borrowings under the asset securitization program at September 29, 2018March 30, 2019 and December 31, 2017,2018, respectively.  During the first nine monthsquarter of 20182019 and 2017,2018, the average daily balance outstanding under the asset securitization program was $925.8 million$1.1 billion and $714.7$794.7 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 September 29, 2018March 30, 2019 and is currently not aware of any events that would cause non-compliance with any covenants in the future.

The company has $200.0 million in uncommitted lines of credit. There were $90.0no outstanding borrowings and $180.0 million of outstanding borrowings under the uncommitted lines of credit at September 29, 2018March 30, 2019 and no outstanding borrowings at December 31, 2017.2018, respectively. These borrowings were provided on a short-term basis and the maturity is agreed upon between the company and the lender. The lines had ana weighted average effective interest rate of 3.02%3.49% at September 29, 2018.March 30, 2019. During the first nine monthsquarter of 20182019 and 2017,2018, the average daily balance outstanding under the uncommitted lines of credit was $23.1$9.7 million and $6.8$13.6 million, respectively.

During March 2018, the company redeemed $300.0 million principal amount of the its 3.00% notes due March 2018.

During June 2017, the company completed the sale of $500.0 million principal amount of 3.875% notes due in 2028.  The net proceeds of the offering of $494.6 million were used to redeem the company's 6.875% senior debenture due June 2018 and refinance a portion of the company’s 6.00% notes due April 2020, 5.125% notes due March 2021, and 7.50% notes due January 2027. The company recorded a loss on extinguishment of debt of $59.5 million in the first nine months of 2017.

During September 2017, the company completed the sale of $500.0 million principal amount of 3.25% notes due in 2024.  The net proceeds of the offering of $493.8 million were used to redeem the company's debt obligations and for general corporate purposes.

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.

Management believes that the company's current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization program, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the foreseeable future. The company also may issue debt or equity securities in the future and management believes the company will have adequate access to the capital markets, if needed. 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, 2017.2018. Since December 31, 2017,2018, there were no material changes to the contractual obligations of the company outside the ordinary course of the company’s business, except as follows:

During the first quarter of 2018, the company redeemed $300.0 million of the 3.00% notes due 2018.

During the second quarter of 2018, the company amended its asset securitization program and, among other things, increased its borrowing capacity from $910.0 million to $1.2 billion and extended its term to mature to June 2021. At September 29, 2018 and December 31, 2017, the company had $830.0 million and $490.0 million, respectively, in outstanding borrowings under the asset securitization program.business.

Share-Repurchase Programs

The following table shows the company's Board approved share-repurchase programs as of September 29, 2018March 30, 2019 (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
 Dollar Value Approved for Repurchase Dollar Value of Shares Repurchased 
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
December 2016 $400,000
 $121,361
 $278,639
 $400,000
 $311,395
 $88,605
December 2018 600,000
 
 600,000
Total $1,000,000
 $311,395
 $688,605
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.

On January 1, 2018, the company adopted Topic 606 applying the full retrospective method. The adoption of Topic 606 did not have a significant impact on prior period revenue recognition. The primary impact of adoption relates to the application of principal versus agent indicators and the determination of when goods and services are distinct. In addition, the company is deferring certain revenue due to a change in the determination of transfer of control. These changes result from clarified guidance in Topic 606. The deferrals are expected to become revenue within a year of the transaction date. The impact of the adoption to sales, cost of sales, gross profit, and net income are presented in Note B.

On January 1, 2018, the company adopted ASU No. 2016-01 and adjusted retained earnings. The primary impact of adoption will require the change in fair value of equity investments, for which the company does not possess the ability to exercise significant influence, to be recognized in net income. The fair values of these equity investments are based upon readily determinable fair values.

There were no additionalsignificant changes during the first nine monthsquarter of 20182019 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, 20172018 (See Note B and C).

Impact of Recently Issued Accounting Standards
See Note B and Note C 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 ERP 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, 2017.2018.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The company’s management, under the supervision and with the participation of the company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of September 29, 2018March 30, 2019 (the "Evaluation"). Based upon the Evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the company's internal control over financial reporting during the company's most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.





PART II.  OTHER INFORMATION

Item 1A.
Risk Factors

New tariffs may result in increased prices and could adversely affect our business and results of operations.

Recently, the U.S. government imposed tariffs on certain products imported into the U.S. which have increased the prices of many of the products that the company purchases from its suppliers. The new tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or other countries, could result in further increased prices. While the company intends to pass price increases on to our customers, the effect of tariffs on prices may impact sales and results of operations. Retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, but we cannot predict further developments. The tariffs and the additional operational costs incurred in minimizing the number of products subject to the tariffs could adversely affect the operating profits for certain of our businesses and customer demand for certain products which could have an adverse effect on our business and results of operations.

There were no other 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, 2017.2018.

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

The following table shows the share-repurchase activity for the quarter ended September 29, 2018March 30, 2019:
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
July 1 through July 28, 2018 
 $
 
 $298,639,307
July 29 through August 25, 2018 261,107
 77.54
 254,836
 278,864,899
August 26 through September 29, 2018 4,757
 78.95
 2,811
 278,639,372
Total 265,864
  
 257,647
  
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 26, 2019 235,276
 $72.25
 235,276
 $711,613
January 27 through February 23, 2019 339,126
 80.84
 170,749
 697,966
February 24 through March 30, 2019 118,308
 80.39
 116,373
 688,605
Total 692,710
  
 522,398
  

(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 September 29, 2018March 30, 2019 is 8,217170,312 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.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: November 1, 2018May 2, 2019 By:/s/ Chris D. Stansbury
    Chris D. Stansbury
    Senior Vice President and Chief Financial Officer

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