UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended April ~~3, 2021~~2, 2022


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

For the transition period from to

Commission file number 1-4482

ARROW ELECTRONICS INC

(Exact name of registrant as specified in its charter)

New York

11-1806155

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

9201 East Dry Creek Road

80112

Centennial

(Zip Code)

(Address of principal executive offices)


(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of the exchange on which registered

Common Stock, $1 par value

ARW

New York Stock Exchange

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 every Interactive Data File required to be submitted 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 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐ No x

There were ~~73,783,032~~66,036,987 shares of Common Stock outstanding as of April ~~29, 2021.~~28, 2022.

Index

ARROW ELECTRONICS, INC.

INDEX

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				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Sales	Sales	$	8,385,919	$	6,381,417		Sales	$	9,074,125	$	8,385,919
Cost of sales	Cost of sales	7,455,809		5,653,026			Cost of sales	7,866,621		7,455,809
Gross profit	Gross profit	930,110		728,391			Gross profit	1,207,504		930,110
Operating expenses:	Operating expenses:						Operating expenses:
Selling, general, and administrative expenses	Selling, general, and administrative expenses	574,567		533,839			Selling, general, and administrative expenses	643,925		574,567
Depreciation and amortization	Depreciation and amortization	50,331		47,110			Depreciation and amortization	48,305		50,331

Restructuring, integration, and other charges	Restructuring, integration, and other charges	5,709		9,138			Restructuring, integration, and other charges	4,898		5,709
		630,607		590,087				697,128		630,607
Operating income	Operating income	299,503		138,304			Operating income	510,376		299,503
Equity in earnings of affiliated companies	Equity in earnings of affiliated companies	844		530			Equity in earnings of affiliated companies	843		844
Gain (loss) on investments, net		2,793		(16,810)
Gain on investments, net							Gain on investments, net	2,011		2,793

Employee benefit plan expense, net	Employee benefit plan expense, net	(1,230)		(1,109)			Employee benefit plan expense, net	(889)		(1,230)
Interest and other financing expense, net	Interest and other financing expense, net	(33,656)		(43,268)			Interest and other financing expense, net	(33,985)		(33,656)
Income before income taxes	Income before income taxes	268,254		77,647			Income before income taxes	478,356		268,254
Provision for income taxes	Provision for income taxes	61,026		27,892			Provision for income taxes	112,360		61,026
Consolidated net income	Consolidated net income	207,228		49,755			Consolidated net income	365,996		207,228
Noncontrolling interests	Noncontrolling interests	907		252			Noncontrolling interests	1,247		907
Net income attributable to shareholders	Net income attributable to shareholders	$	206,321	$	49,503		Net income attributable to shareholders	$	364,749	$	206,321
Net income per share:	Net income per share:						Net income per share:
Basic	Basic	$	2.76	$	0.62		Basic	$	5.38	$	2.76
Diluted	Diluted	$	2.72	$	0.61		Diluted	$	5.31	$	2.72
Weighted-average shares outstanding:	Weighted-average shares outstanding:						Weighted-average shares outstanding:
Basic	Basic	74,882		80,407			Basic	67,840		74,882
Diluted	Diluted	75,794		81,108			Diluted	68,749		75,794

See accompanying notes.

Index

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(In thousands)

(Unaudited)


		Quarter Ended				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Consolidated net income	Consolidated net income	$	207,228	$	49,755		Consolidated net income	$	365,996	$	207,228
Other comprehensive loss:	Other comprehensive loss:						Other comprehensive loss:

Foreign currency translation adjustment and other, net of taxes	Foreign currency translation adjustment and other, net of taxes	(61,921)		(77,343)			Foreign currency translation adjustment and other, net of taxes	(49,910)		(61,921)
Unrealized gain on foreign exchange contracts designated as net investment hedges, net of taxes		5,306		15,977
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net of taxes		36,352		(28,397)
Unrealized gain (loss) on foreign exchange contracts designated as net investment hedges, net of taxes							Unrealized gain (loss) on foreign exchange contracts designated as net investment hedges, net of taxes	(575)		5,306
Unrealized gain on interest rate swaps designated as cash flow hedges, net of taxes							Unrealized gain on interest rate swaps designated as cash flow hedges, net of taxes	8,205		36,352
Employee benefit plan items, net of taxes	Employee benefit plan items, net of taxes	(166)		2,248			Employee benefit plan items, net of taxes	99		(166)
Other comprehensive loss	Other comprehensive loss	(20,429)		(87,515)			Other comprehensive loss	(42,181)		(20,429)
Comprehensive income (loss)		186,799		(37,760)
Comprehensive income							Comprehensive income	323,815		186,799
Less: Comprehensive income (loss) attributable to non-controlling interests	Less: Comprehensive income (loss) attributable to non-controlling interests	(946)		10			Less: Comprehensive income (loss) attributable to non-controlling interests	378		(946)
Comprehensive income (loss) attributable to shareholders		$	187,745	$	(37,770)
Comprehensive income attributable to shareholders							Comprehensive income attributable to shareholders	$	323,437	$	187,745

See accompanying notes.

Index

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

(Unaudited)


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	227,701	$	373,615	Cash and cash equivalents	$	242,791	$	222,194
Accounts receivable, net	Accounts receivable, net	8,503,010		9,205,343		Accounts receivable, net	10,621,942		11,123,946
Inventories	Inventories	3,275,389		3,287,308		Inventories	4,645,116		4,201,965
Other current assets	Other current assets	360,968		286,633		Other current assets	431,635		345,218
Total current assets	Total current assets	12,367,068		13,152,899		Total current assets	15,941,484		15,893,323
Property, plant, and equipment, at cost:	Property, plant, and equipment, at cost:					Property, plant, and equipment, at cost:
Land	Land	5,691		7,940		Land	5,691		5,736
Buildings and improvements	Buildings and improvements	177,615		207,614		Buildings and improvements	185,000		186,097
Machinery and equipment	Machinery and equipment	1,521,489		1,553,371		Machinery and equipment	1,533,688		1,523,919
		1,704,795		1,768,925			1,724,379		1,715,752
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	(957,257)		(969,320)		Less: Accumulated depreciation and amortization	(1,066,180)		(1,032,941)
Property, plant, and equipment, net	Property, plant, and equipment, net	747,538		799,605		Property, plant, and equipment, net	658,199		682,811
Investments in affiliated companies	Investments in affiliated companies	77,330		76,358		Investments in affiliated companies	65,239		63,695
Intangible assets, net	Intangible assets, net	223,848		233,819		Intangible assets, net	185,753		195,029
Goodwill	Goodwill	2,101,938		2,115,469		Goodwill	2,067,249		2,080,371
Other assets	Other assets	655,838		675,761		Other assets	594,929		620,311
Total assets	Total assets	$	16,173,560	$	17,053,911	Total assets	$	19,512,853	$	19,535,540
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	7,045,759	$	7,937,889	Accounts payable	$	9,110,391	$	9,617,084
Accrued expenses	Accrued expenses	985,928		1,034,361		Accrued expenses	1,243,853		1,326,386
Short-term borrowings, including current portion of long-term debt	Short-term borrowings, including current portion of long-term debt	361,327		158,633		Short-term borrowings, including current portion of long-term debt	317,399		382,619
Total current liabilities	Total current liabilities	8,393,014		9,130,883		Total current liabilities	10,671,643		11,326,089
Long-term debt	Long-term debt	1,903,848		2,097,940		Long-term debt	2,790,819		2,244,443
Other liabilities	Other liabilities	662,252		676,136		Other liabilities	621,508		624,162
Commitments and contingencies (Note J)	Commitments and contingencies (Note J)	0		0		Commitments and contingencies (Note J)	0		0
Equity:	Equity:					Equity:
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common stock, par value $1:	Common stock, par value $1:					Common stock, par value $1:
Authorized - 160,000 shares in both 2021 and 2020
Issued - 125,424 shares in both 2021 and 2020		125,424		125,424
Authorized - 160,000 shares in both 2022 and 2021						Authorized - 160,000 shares in both 2022 and 2021
Issued - 125,424 shares in both 2022 and 2021						Issued - 125,424 shares in both 2022 and 2021	125,424		125,424
Capital in excess of par value	Capital in excess of par value	1,166,554		1,165,850		Capital in excess of par value	1,186,595		1,189,845
Treasury stock (51,426 and 50,581 shares in 2021 and 2020, respectively), at cost		(2,898,830)		(2,776,821)
Treasury stock (58,987 and 57,358 shares in 2022 and 2021, respectively), at cost						Treasury stock (58,987 and 57,358 shares in 2022 and 2021, respectively), at cost	(3,861,793)		(3,629,265)
Retained earnings	Retained earnings	6,886,072		6,679,751		Retained earnings	8,152,697		7,787,948
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(123,461)		(104,885)		Accumulated other comprehensive loss	(232,969)		(191,657)
Total shareholders’ equity	Total shareholders’ equity	5,155,759		5,089,319		Total shareholders’ equity	5,369,954		5,282,295
Noncontrolling interests	Noncontrolling interests	58,687		59,633		Noncontrolling interests	58,929		58,551
Total equity	Total equity	5,214,446		5,148,952		Total equity	5,428,883		5,340,846
Total liabilities and equity	Total liabilities and equity	$	16,173,560	$	17,053,911	Total liabilities and equity	$	19,512,853	$	19,535,540

See accompanying notes.

Index

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Three Months Ended					Quarter Ended
		April 3, 2021		March 28, 2020			April 2, 2022		April 3, 2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Consolidated net income	Consolidated net income	$	207,228	$	49,755	Consolidated net income	$	365,996	$	207,228
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Adjustments to reconcile consolidated net income to net cash used for operations:						Adjustments to reconcile consolidated net income to net cash used for operations:
Depreciation and amortization	Depreciation and amortization	50,331		47,110		Depreciation and amortization	48,305		50,331
Amortization of stock-based compensation	Amortization of stock-based compensation	13,223		13,920		Amortization of stock-based compensation	17,351		13,223
Equity in earnings of affiliated companies	Equity in earnings of affiliated companies	(844)		(530)		Equity in earnings of affiliated companies	(843)		(844)
Deferred income taxes	Deferred income taxes	13,663		32,613		Deferred income taxes	1,352		13,663

Loss (gain) on investments, net		(2,793)		16,810
Gain on investments, net						Gain on investments, net	(2,011)		(2,793)
Other	Other	1,374		(205)		Other	686		1,374
Change in assets and liabilities, net of effects of acquired and disposed businesses:
Change in assets and liabilities:						Change in assets and liabilities:
Accounts receivable, net	Accounts receivable, net	596,777		558,605		Accounts receivable, net	430,710		596,777
Inventories	Inventories	(13,147)		133,392		Inventories	(460,902)		(13,147)
Accounts payable	Accounts payable	(840,124)		(343,051)		Accounts payable	(477,825)		(840,124)
Accrued expenses	Accrued expenses	3,643		(31,326)		Accrued expenses	(43,641)		3,643
Other assets and liabilities	Other assets and liabilities	(33,867)		(10,228)		Other assets and liabilities	(79,426)		(33,867)
Net cash provided by (used for) operating activities		(4,536)		466,865
Net cash used for operating activities						Net cash used for operating activities	(200,248)		(4,536)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisition of property, plant, and equipment	Acquisition of property, plant, and equipment	(20,180)		(27,971)		Acquisition of property, plant, and equipment	(19,270)		(20,180)
Proceeds from sale of property, plant, and equipment	Proceeds from sale of property, plant, and equipment	22,171		0		Proceeds from sale of property, plant, and equipment	—		22,171
Other		0		(5,466)
Net cash provided by (used for) investing activities		1,991		(33,437)
Proceeds from collections of notes receivable						Proceeds from collections of notes receivable	20,169		—

Net cash provided by investing activities						Net cash provided by investing activities	899		1,991
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Change in short-term and other borrowings	Change in short-term and other borrowings	(12,452)		(84,354)		Change in short-term and other borrowings	(14,293)		(12,452)
Proceeds from (repayments of) long-term bank borrowings, net		154,674		(288,577)
Proceeds from long-term bank borrowings, net						Proceeds from long-term bank borrowings, net	845,000		154,674

Redemption of notes	Redemption of notes	(130,860)		0		Redemption of notes	(350,000)		(130,860)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	26,091		1,980		Proceeds from exercise of stock options	11,302		26,091
Repurchases of common stock	Repurchases of common stock	(160,619)		(158,989)		Repurchases of common stock	(264,431)		(160,619)

Net cash used for financing activities		(123,166)		(529,940)
Net cash provided by (used for) financing activities						Net cash provided by (used for) financing activities	227,578		(123,166)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(20,203)		(2,593)		Effect of exchange rate changes on cash	(7,632)		(20,203)
Net decrease in cash and cash equivalents		(145,914)		(99,105)
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	20,597		(145,914)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	373,615		300,103		Cash and cash equivalents at beginning of period	222,194		373,615
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	227,701	$	200,998	Cash and cash equivalents at end of period	$	242,791	$	227,701

See accompanying notes.

Index

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			Common Stock at Par Value		Capital in Excess of Par Value		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at December 31, 2020		$	125,424	$	1,165,850	$	(2,776,821)	$	6,679,751	$	(104,885)	$	59,633	$	5,148,952
Balance at December 31, 2021																Balance at December 31, 2021	$	125,424	$	1,189,845	$	(3,629,265)	$	7,787,948	$	(191,657)	$	58,551	$	5,340,846
Consolidated net income	Consolidated net income	0		0		0		206,321		0		907		207,228		Consolidated net income	—		—		—		364,749		—		1,247		365,996
Other comprehensive loss	Other comprehensive loss	0		0		0		0		(18,576)		(1,853)		(20,429)		Other comprehensive loss	—		—		—		—		(41,312)		(869)		(42,181)
Amortization of stock-based compensation	Amortization of stock-based compensation	0		13,223		0		0		0		0		13,223		Amortization of stock-based compensation	—		17,351		—		—		—		—		17,351
Shares issued for stock-based compensation awards	Shares issued for stock-based compensation awards	0		(12,519)		38,610		0		0		0		26,091		Shares issued for stock-based compensation awards	—		(20,601)		31,903		—		—		—		11,302
Repurchases of common stock	Repurchases of common stock	0		0		(160,619)		0		0		0		(160,619)		Repurchases of common stock	—		—		(264,431)		—		—		—		(264,431)

Balance at April 3, 2021		$	125,424	$	1,166,554	$	(2,898,830)	$	6,886,072	$	(123,461)	$	58,687	$	5,214,446
Balance at April 2, 2022																Balance at April 2, 2022	$	125,424	$	1,186,595	$	(3,861,793)	$	8,152,697	$	(232,969)	$	58,929	$	5,428,883


		Common Stock at Par Value		Capital in Excess of Par Value		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total			Common Stock at Par Value		Capital in Excess of Par Value		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at December 31, 2019		$	125,424	$	1,150,006	$	(2,332,548)	$	6,131,248	$	(262,211)	$	54,474	$	4,866,393
Effect of new accounting principles		—		—		—		(35,935)		—		—		(35,935)
Balance at December 31, 2020																Balance at December 31, 2020	$	125,424	$	1,165,850	$	(2,776,821)	$	6,679,751	$	(104,885)	$	59,633	$	5,148,952

Consolidated net income	Consolidated net income	0		0		0		49,503		0		252		49,755		Consolidated net income	—		—		—		206,321		—		907		207,228
Other comprehensive loss	Other comprehensive loss	0		0		0		0		(87,273)		(242)		(87,515)		Other comprehensive loss	—		—		—		—		(18,576)		(1,853)		(20,429)
Amortization of stock-based compensation	Amortization of stock-based compensation	0		13,920		0		0		0		0		13,920		Amortization of stock-based compensation	—		13,223		—		—		—		—		13,223
Shares issued for stock-based compensation awards	Shares issued for stock-based compensation awards	0		(18,182)		20,162		—		0		0		1,980		Shares issued for stock-based compensation awards	—		(12,519)		38,610		—		—		—		26,091
Repurchases of common stock	Repurchases of common stock	0		0		(158,989)		0		0		0		(158,989)		Repurchases of common stock	—		—		(160,619)		—		—		—		(160,619)

Balance at March 28, 2020		$	125,424	$	1,145,744	$	(2,471,375)	$	6,144,816	$	(349,484)	$	54,484	$	4,649,609
Balance at April 3, 2021																Balance at April 3, 2021	$	125,424	$	1,166,554	$	(2,898,830)	$	6,886,072	$	(123,461)	$	58,687	$	5,214,446

See accompanying notes.

Index

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 ("GAAP") 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, ~~2020,~~2021, as filed in the company’s Annual Report on Form 10-K.

Quarter End

The company operates on a quarterly calendar that closes on the Saturday closest to the end of the calendar quarter, except for the fourth quarter, which closes on December 31, ~~2021.~~

~~Reclassification~~

~~Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.~~2022.

Note B – 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, 2020 (a) $ 894,975 $ 1,220,494 $ 2,115,469
Foreign currency translation adjustment (7,007) (6,524) (13,531)
Balance as of April 3, 2021 (a) $ 887,968 $ 1,213,970 $ 2,101,938


	Global Components		Global ECS		Total
Balance as of December 31, 2021 (a)	$	882,948	$	1,197,423	$	2,080,371

Foreign currency translation adjustment	(4,089)		(9,033)		(13,122)
Balance as of April 2, 2022 (a)	$	878,859	$	1,188,390	$	2,067,249

(a) The total carrying value of goodwill as of April ~~3, 2021~~2, 2022 and December 31, ~~2020~~2021 in the table above is reflected net of $1,588,955 of accumulated impairment charges, of which $1,287,100 was recorded in the global components business segment and $301,855 was recorded in the global enterprise computing solutions ("ECS") business segment.

Intangible assets, net, are comprised of the following as of April 2, 2022:


	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	305,988	$	(163,461)	$	142,527
Amortizable trade name	74,000		(30,774)		43,226
	$	379,988	$	(194,235)	$	185,753

Intangible assets, net, are comprised of the following as of December 31, 2021:


	Gross Carrying Amount		Accumulated Amortization		Net

Customer relationships	$	322,335	$	(173,123)	$	149,212
Amortizable trade name	74,049		(28,232)		45,817

	$	396,384	$	(201,355)	$	195,029

During the first quarter of 2022 and 2021, the company recorded amortization expense related to identifiable intangible assets of $9,018 and $9,326, respectively.

Index

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 April 3, 2021:~~

Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Customer relationships 12 years $ 329,938 $ (159,928) $ 170,010
Amortizable trade name 8 years 74,444 (20,606) 53,838
$ 404,382 $ (180,534) $ 223,848

~~Intangible assets, net, are comprised of the following as of December 31, 2020:~~

Weighted-Average Life Gross Carrying Amount Accumulated Amortization Net
Customer relationships 12 years $ 335,027 $ (157,151) $ 177,876
Amortizable trade name 8 years 74,008 (18,065) 55,943
$ 409,035 $ (175,216) $ 233,819

~~During the first quarter of 2021 and 2020, the company recorded amortization expense related to identifiable intangible assets of $9,326 and $9,955, respectively.~~

Note C – Investments in Affiliated Companies

The company owns a 50% interest in each of the two joint ventures with Marubun Corporation (collectively "Marubun/Arrow") and a 50% interest in one other joint venture. These investments are accounted for using the equity method.

The following table presents the company’s investment in affiliated companies:


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Marubun/Arrow	Marubun/Arrow	$	66,755	$	65,943	Marubun/Arrow	$	54,179	$	53,415
Other	Other	10,575		10,415		Other	11,060		10,280
		$	77,330	$	76,358		$	65,239	$	63,695

The equity in earnings (losses) of affiliated companies consists of the following:


		Quarter Ended				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Marubun/Arrow	Marubun/Arrow	$	857	$	445		Marubun/Arrow	$	794	$	857
Other	Other	(13)		85			Other	49		(13)
		$	844	$	530			$	843	$	844

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. There were 0 outstanding borrowings under the third-party debt agreements of the joint ventures as of April ~~3, 2021~~2, 2022 and December 31, ~~2020. The company believes there is sufficient equity in each of the joint ventures to meet the obligations.~~2021.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

Note D – Accounts Receivable

Accounts receivable, net, consists of the following:


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Accounts receivable	Accounts receivable	$	8,591,443	$	9,298,135	Accounts receivable	$	10,709,125	$	11,199,847
Allowances for doubtful accounts	Allowances for doubtful accounts	(88,433)		(92,792)		Allowances for doubtful accounts	(87,183)		(75,901)
Accounts receivable, net	Accounts receivable, net	$	8,503,010	$	9,205,343	Accounts receivable, net	$	10,621,942	$	11,123,946

Changes in the allowance for doubtful accounts consists of the following:


		Quarter Ended					Quarter Ended
		April 3, 2021		March 28, 2020			April 2, 2022		April 3, 2021
Balance at beginning of period	Balance at beginning of period	$	92,792	$	69,433	Balance at beginning of period	$	75,901	$	92,792
Effect of adoption of ASU No. 2016-13		0		47,011

Charged to income	Charged to income	1,137		12,539		Charged to income	13,768		1,137
Translation Adjustments		(1,117)		(1,869)
Translation adjustments						Translation adjustments	190		(1,117)
Writeoffs	Writeoffs	(4,379)		(13,186)		Writeoffs	(2,676)		(4,379)
Balance at end of period	Balance at end of period	$	88,433	$	113,928	Balance at end of period	$	87,183	$	88,433

The company has considered the current credit condition of its customers in estimating the expected credit losses and has not experienced significant changes in customers’ payment trends or significant deterioration in customers’ credit risk as of April ~~3, 2021.~~2, 2022. The global economic impact from COVID-19 may adversely affect the credit condition of some ~~of our~~ customers. The impact of COVID-19 on ~~our~~ customers’ credit condition is highly uncertain and will largely depend on the outcome of future events, which could cause credit losses to increase.

~~During the first quarter of 2020, the~~

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

The company ~~entered into~~has an EMEA ~~(Europe, the Middle East, and Africa)~~ asset securitization program under which it ~~will~~ continuously ~~sell~~sells its interest in designated pools of trade accounts receivables of certain of its subsidiaries in Europe, the ~~EMEA region,~~Middle East, and Africa ("EMEA"), at a discount, to a special purpose entity, which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions ("unaffiliated financial institutions") on a monthly basis. The company may sell up to €400,000 under the EMEA asset securitization program, which matures in January 2023, subject to extension in accordance with its terms. The program is conducted through Arrow EMEA Funding Corp B.V., an entity structured to be bankruptcy remote. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both ~~(i)~~ the power to direct the activities that most significantly impact the entity’s economic performance and ~~(ii)~~ the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivables into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.

Sales of accounts receivables to unaffiliated financial institutions under the EMEA asset securitization program:


	Quarter Ended
	April 2, 2022		April 3, 2021
EMEA asset securitization, sales of accounts receivables	$	569,216	$	517,042

Receivables sold to unaffiliated financial institutions under the program are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected as cash provided by operating activities on the consolidated statements of cash flows. The purchase price is paid in cash when the receivables are sold. Certain unsold receivables held onby Arrow EMEA Funding Corp B.V. are pledged as collateral to unaffiliated financial institutions. These unsold receivables are included in “Accounts receivable, net” in the company’s consolidated balance sheets.

The company continues servicing the receivables which were sold and in exchange receives a servicing fee under the program. The company does not record a servicing asset or liability on the company’s consolidated balance sheets as the company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

During the first quarter of 2021 and 2020, the company sold approximately $517,042 and $528,453 of accounts receivables, respectively, to unaffiliated financial institutions under the EMEA asset securitization program.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

Other amounts related to the EMEA asset securitization ~~program consist of the following:~~program:


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Receivables sold to unaffiliated financial institutions that were uncollected	Receivables sold to unaffiliated financial institutions that were uncollected	$	386,596	$	397,914	Receivables sold to unaffiliated financial institutions that were uncollected	$	443,209	$	453,292
Collateralized accounts receivable held by Arrow EMEA funding Corp B.V.	Collateralized accounts receivable held by Arrow EMEA funding Corp B.V.	678,520		551,843		Collateralized accounts receivable held by Arrow EMEA funding Corp B.V.	877,218		745,965

Any accounts receivables held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of the special purpose entity cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the unaffiliated financial institution under the program are limited to the assets it owns and there is no recourse to ~~the company~~Arrow Electronics, Inc. for receivables that are uncollectible as a result of the insolvency or inability to pay of the account debtors.

The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of April ~~3, 2021,~~2, 2022, the company was in compliance with all such financial covenants.

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

Note E – Debt

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


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
5.125% notes, due March 2021		$	0	$	130,836

3.50% notes, due April 2022	3.50% notes, due April 2022	349,129		0		3.50% notes, due April 2022	$	—	$	349,779
4.50% notes, due March 2023						4.50% notes, due March 2023	299,433		—

Other short-term borrowings	Other short-term borrowings	12,198		27,797		Other short-term borrowings	17,966		32,840
		$	361,327	$	158,633		$	317,399	$	382,619

Other short-term borrowings are primarily utilized to support working capital requirements. The weighted-average interest rate on these borrowings was ~~2.09%~~1.47% and ~~1.73%~~1.41% at April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, respectively.

The company has $200,000 in uncommitted lines of credit. There were no outstanding borrowings under the uncommitted lines of credit at April ~~3, 2021~~2, 2022 and December 31, ~~2020.~~2021. These borrowings ~~are~~were provided on a short-term basis and the maturity is agreed upon between the company and the lender. The uncommitted lines of credit had a weighted-average effective interest rate of ~~1.50%~~1.46% and ~~1.53%~~1.50% at April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, 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. Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. The company had 0 outstanding borrowings under this program at April ~~3, 2021~~2, 2022 and December 31, ~~2020.~~2021. The commercial paper program had a weighted-average effective interest rate of ~~.26%~~.54% and ~~.30%~~.29% at April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, respectively.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

Long-term debt consists of the following:


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021
Revolving credit facility	Revolving credit facility	$	55,000	$	0	Revolving credit facility	$	45,000	$	—
North American asset securitization program	North American asset securitization program	100,000		0		North American asset securitization program	800,000		—
3.50% notes, due 2022		0		348,918

4.50% notes, due 2023	4.50% notes, due 2023	298,844		298,701		4.50% notes, due 2023	—		299,283
3.25% notes, due 2024	3.25% notes, due 2024	496,287		496,034		3.25% notes, due 2024	497,322		497,060
4.00% notes, due 2025	4.00% notes, due 2025	347,161		346,999		4.00% notes, due 2025	347,827		347,657
7.50% senior debentures, due 2027	7.50% senior debentures, due 2027	109,960		109,939		7.50% senior debentures, due 2027	110,041		110,021
3.875% notes, due 2028	3.875% notes, due 2028	495,371		495,223		3.875% notes, due 2028	495,977		495,823
2.95% notes, due 2032						2.95% notes, due 2032	494,145		494,022
Other obligations with various interest rates and due dates	Other obligations with various interest rates and due dates	1,225		2,126		Other obligations with various interest rates and due dates	507		577
		$	1,903,848	$	2,097,940		$	2,790,819	$	2,244,443

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.

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

The estimated fair market value of long-term debt, using quoted market prices, is as follows:


		April 3, 2021		December 31, 2020			April 2, 2022		December 31, 2021

3.50% notes, due 2022		$	0	$	360,500

4.50% notes, due 2023	4.50% notes, due 2023	318,000		321,500		4.50% notes, due 2023	$	—	$	309,000
3.25% notes, due 2024	3.25% notes, due 2024	535,000		540,500		3.25% notes, due 2024	499,500		522,000
4.00% notes, due 2025	4.00% notes, due 2025	377,000		383,000		4.00% notes, due 2025	354,000		374,000
7.50% senior debentures, due 2027	7.50% senior debentures, due 2027	138,000		140,000		7.50% senior debentures, due 2027	127,000		136,000
3.875% notes, due 2028	3.875% notes, due 2028	543,000		564,000		3.875% notes, due 2028	503,000		542,500
2.95% notes, due 2032						2.95% notes, due 2032	458,500		504,500

The carrying amount of the company’s other short-term borrowings, ~~in various countries,~~ revolving credit facility, ~~3.50%~~4.50% notes due ~~April 2022,~~in 2023, North American asset securitization program, commercial paper, and other obligations approximate their fair value.

The company has a $2,000,000 revolving credit facility maturing in ~~December 2023. This~~September 2026. The 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~~company's commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or a Eurocurrency rate plus a spread ~~(1.18%~~(1.08% at April ~~3, 2021)~~2, 2022), which is based on the company’s credit ratings, or an effective interest rate of ~~1.25%~~1.40% at April ~~3, 2021.~~2, 2022. The facility fee, which is based on the company’s credit ratings, was ~~.20%~~.175% of the total borrowing capacity at April ~~3, 2021.~~2, 2022. The company had ~~$55,000~~$45,000 in outstanding borrowings under the revolving credit facility at April ~~3, 2021 and no~~2, 2022. There were 0 outstanding borrowings under the revolving credit facility at December 31, ~~2020.~~2021.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. ~~In March 2021, the~~The company ~~amended its asset securitization program and, among other things, increased its borrowing capacity from $1,200,000~~may borrow up to $1,250,000 ~~and extended its term to mature~~under the program which matures in March 2024. The program is conducted through Arrow Electronics Funding Corporation (“AFC”), a wholly-owned, bankruptcy remote subsidiary. The North American asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread (.45% at April ~~3, 2021)~~2, 2022), or an effective interest rate of ~~.52%~~.89% at April ~~3, 2021.~~2, 2022. The facility fee is .40% of the total borrowing capacity.

The company had ~~$100,000~~$800,000 in outstanding borrowings under the North American asset securitization program at April ~~3, 2021 and no outstanding borrowings under the North American asset securitization program at December 31, 2020,~~2, 2022, which was included in “Long-term debt” in the company’s consolidated balance sheets. There were 0 outstanding borrowings under the North American asset securitization program at December 31, 2021. Total collateralized accounts receivable of approximately ~~$1,874,800~~$2,348,637 and ~~$2,207,700~~$2,735,145 were held by AFC and were included in “Accounts receivable, net” in the

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

company’s consolidated balance sheets at April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, respectively. 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 North American asset securitization program.

Both the revolving credit facility and North American 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. As of April ~~3, 2021,~~2, 2022, the company was in compliance with all such financial covenants.

During February 2022, the company repaid $350,000 principal amount of its 3.50% notes due April 2022.

During the fourth quarter of 2021, the company completed the sale of $500,000 principal amount of 2.95% notes due in February 2032. The net proceeds of the offering of $495,134 were used to repay the 3.50% notes due April 2022 and for general corporate purposes.

During March 2021, the company repaid $130,860 principal amount of its 5.125% notes due March 2021.

~~During April 2020, the company repaid $209,366 principal amount of its 6.00% notes due April 2020.~~

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.

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

Interest and other financing expense, net, includes interest and dividend income of ~~$4,106~~$4,508 and ~~$9,965~~$4,106 for the first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively.

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

Level 2 Quoted 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 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

The following table presents assets ~~(liabilities)~~ measured at fair value on a recurring basis at April ~~3, 2021:~~2, 2022:


		Balance Sheet Location	Level 1		Level 2		Level 3		Total			Balance Sheet Location	Level 1		Level 2		Level 3		Total
Cash equivalents (a)	Cash equivalents (a)	Cash and cash equivalents	$	6,729	$	0	$	0	$	6,729	Cash equivalents (a)	Cash and cash equivalents	$	7,720	$	—	$	—	$	7,720
Equity investments (b)	Equity investments (b)	Other assets	50,493		0		0		50,493		Equity investments (b)	Other assets	52,267		—		—		52,267
Interest rate swaps designated as cash flow hedges	Interest rate swaps designated as cash flow hedges	Other assets	0		68,503		0		68,503		Interest rate swaps designated as cash flow hedges	Other assets	—		31,783		—		31,783

Foreign exchange contracts designated as net investment hedges	Foreign exchange contracts designated as net investment hedges	Other assets	0		21,949		0		21,949		Foreign exchange contracts designated as net investment hedges	Other assets/ other current assets	—		42,055		—		42,055

			$	57,222	$	90,452	$	0	$	147,674			$	59,987	$	73,838	$	—	$	133,825

The following table presents assets ~~(liabilities)~~ measured at fair value on a recurring basis at December 31, ~~2020:~~2021:


		Balance Sheet Location	Level 1		Level 2		Level 3		Total			Balance Sheet Location	Level 1		Level 2		Level 3		Total
Cash equivalents (a)	Cash equivalents (a)	Cash and cash equivalents/ other assets	$	6,062	$	0	$	0	$	6,062	Cash equivalents (a)	Cash and cash equivalents/ other assets	$	4,812	$	—	$	—	$	4,812
Equity investments (b)	Equity investments (b)	Other assets	45,879		0		0		45,879		Equity investments (b)	Other assets	56,985		—		—		56,985

Interest rate swaps designated as cash flow hedges	Interest rate swaps designated as cash flow hedges	Other assets	0		20,983		0		20,983		Interest rate swaps designated as cash flow hedges	Other assets	—		21,831		—		21,831
Foreign exchange contracts designated as net investment hedges	Foreign exchange contracts designated as net investment hedges	Other assets	0		12,760		0		12,760		Foreign exchange contracts designated as net investment hedges	Other assets	—		40,612		—		40,612

			$	51,941	$	33,743	$	0	$	85,684			$	61,797	$	62,443	$	—	$	124,240

(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 (loss) of ~~$1,402~~$(5,685) and ~~an unrealized loss of $9,995~~$1,402 for the first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively, on equity securities held at the end of the quarter.

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

Index

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.

Interest Rate Swaps

The company manages the risk of variability in interest rates of future expected debt issuances by entering into various forward-starting interest rate swaps, designated as cash flow hedges. Changes in fair value of interest rate swaps are recorded in the shareholders’ equity section in the company’s consolidated balance sheets in “Accumulated other comprehensive loss” and will be reclassified into income over the life of the anticipated debt issuance or in the period the hedged forecasted cash flows are deemed no longer probable to occur. Gains and losses on interest rate swaps are recorded within the line item “Interest and other financing expense, net” in the consolidated statements of operations. The fair value of interest rate swaps is estimated using a discounted cash flow analysis on the expected cash flows of each derivative based on observable inputs, including interest rate curves and credit spreads.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

At April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, the company had the following outstanding interest rate swaps designated as cash flow hedges:

Trade Date Maturity Date Notional Amount Weighted Average Interest Rate Date Range of Forecasted Transaction
April 2020 December 2024 $300,000 0.97% Jan 2023 - Dec 2025
May 2020 June 2022 $300,000 0.90% Jan 2021 - Jun 2023

In May 2019, the company entered into a series of ten-year forward-starting interest rate swaps (the “2019 swaps”). The 2019 swaps were designated as cash flow hedges managing the risk of variability in interest rates of future expected debt issuance by June 2020. In February 2020, the company determined that certain of the forecasted cash flows were no longer probable and de-designated the hedging relationship. In February 2020, the company re-designated the 2019 swaps in a new cash flow hedge to manage the risk of variability in interest rates of future expected debt issuance by June 2023. In May 2020, the company terminated the 2019 swaps for a cash payment of $48,378, which was reported in the "cash flows from financing activities" section of the consolidated statements of cash flows. During the first quarter of 2020, losses of $1,194, before taxes, were reclassified from “Accumulated other comprehensive loss” ("AOCI") to "Interest and other financing expense, net" related to forecasted cash flows that were deemed no longer probable to occur. At April 3, 2021 losses of $34,751, net of taxes, remained in AOCI related to the 2019 swaps.

Trade Date

Maturity Date

Notional Amount

Weighted-Average Interest Rate

Date Range of Forecasted Transaction

April 2020

December 2024

$300,000

0.97%

Jan 2023 - Dec 2025

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, Indian Rupee, Chinese Renminbi, ~~Norwegian Krone, Indian Rupee,~~ and British Pound. The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales and mitigate the impact of changes in foreign currency exchange rates related to these transactions. Foreign exchange contracts 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 is estimated using foreign currency spot rates and forward rates quotes by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at April ~~3, 2021~~2, 2022 and December 31, ~~2020~~2021 was ~~$1,040,328~~$1,228,684 and ~~$914,930,~~$1,125,997, 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 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.

At April ~~3, 2021~~2, 2022 and December 31, ~~2020~~2021 the ~~company had~~following foreign exchange contracts ~~to sell Euro and buy United States Dollars, with various maturity dates~~were designated as ~~noted in the table below:~~net investment hedges:


Maturity Date	Notional Amount
March 2023	~~EUR~~ €	50,000
September 2024	~~EUR~~ 50,000
April 2025	~~EUR~~ 100,000
January 2028	~~EUR~~ 100,000
Total	~~EUR~~ €	300,000

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

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 are recorded in “foreign currency translation adjustment” (“CTA”) within “Accumulated other

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

comprehensive ~~loss"~~loss” in the company’s consolidated balance sheets. Amounts excluded from the assessment of hedge effectiveness are included in “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:


		Income Statement Line		Quarter Ended						Income Statement Line		Quarter Ended
			April 3, 2021			March 28, 2020					April 2, 2022			April 3, 2021
Gain (Loss) Recognized in Income (Loss)
Gain (Loss) Recognized in Income									Gain (Loss) Recognized in Income
Foreign exchange contracts, net investment hedge (a)	Foreign exchange contracts, net investment hedge (a)	Interest Expense		$	2,201		$	2,201	Foreign exchange contracts, net investment hedge (a)	Interest Expense		$	2,201		$	2,201
Interest rate swaps, cash flow hedge	Interest rate swaps, cash flow hedge	Interest Expense		(351)			(1,529)		Interest rate swaps, cash flow hedge	Interest Expense		(868)			(351)
Total	Total			$	1,850		$	672	Total			$	1,333		$	1,850
Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax	Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax								Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax
Foreign exchange contracts, net investment hedge (b)	Foreign exchange contracts, net investment hedge (b)			$	6,978		$	17,647	Foreign exchange contracts, net investment hedge (b)			$	1,094		$	6,978
Interest rate swaps, cash flow hedge	Interest rate swaps, cash flow hedge			36,085			(29,556)		Interest rate swaps, cash flow hedge			7,547			36,085
Total	Total			$	43,063		$	(11,909)	Total			$	8,641		$	43,063

(a)Represents derivative amounts excluded from the assessment of effectiveness for the net investment hedges reclassified from CTA to Interest and other financing expenses, net.

(b)Includes derivative ~~gains (losses)~~losses of $5,009 and $5,091 for the first quarter of 2022 and 2021, respectively, which were excluded from the assessment of effectiveness for the net investment hedges and recognized in other comprehensive income ~~(net~~(loss), net of ~~tax) of $(5,091) and $17,994 for the first quarter of 2021 and 2020, respectively.~~tax.

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 G – Restructuring, Integration, and Other Charges

Restructuring initiatives and integration costs are due to the ~~company’s~~company's continued efforts to lower ~~cost and~~costs, drive operational ~~efficiency. Integration costs are primarily related to the integration of~~efficiency, integrate any acquired businesses, ~~within the company’s pre-existing business~~ and the consolidation of certain ~~operations.~~operations, as necessary. The following table presents the components of the restructuring, integration, and other charges:

Quarter Ended
April 3,
2021 March 28,
2020
Restructuring and integration charges - current period actions $ 4,850 $ 3,705
Restructuring and integration charges - actions taken in prior periods 1,400 1,521
Other charges (credits) (541) 3,912
$ 5,709 $ 9,138


	Quarter Ended
	April 2, 2022		April 3, 2021
Restructuring and integration charges - current period actions	$	2,725	$	4,850
Restructuring and integration charges - actions taken in prior periods	1,332		1,400
Other charges (credits)	841		(541)
	$	4,898	$	5,709

Restructuring and Integration Accrual Summary

The restructuring and integration accrual was ~~$11,473~~$10,617 and ~~$9,735~~$11,201 at April ~~3, 2021~~2, 2022 and December 31, ~~2020,~~2021, respectively. During the first quarter of ~~2021,~~2022, the company made ~~$4,109~~$6,955 of payments related to restructuring and integration ~~accruals. Substantially all amounts accrued at April 3, 2021,~~accruals, and ~~all~~recorded $4,057 in restructuring and integration ~~charges for the first quarter of 2021, relate~~charges. The remaining changes to the ~~termination of personnel and are expected~~accrual related to ~~be spent~~changes in ~~cash within one year.~~foreign

1615

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

exchange rates during the year. Substantially all amounts accrued at April 2, 2022, and all restructuring and integration charges for the first quarter of 2022, relate to the termination of personnel and are expected to be spent in cash within one year.

Note H – 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				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Net income attributable to shareholders	Net income attributable to shareholders	$	206,321	$	49,503		Net income attributable to shareholders	$	364,749	$	206,321
Weighted-average shares outstanding - basic	Weighted-average shares outstanding - basic	74,882		80,407			Weighted-average shares outstanding - basic	67,840		74,882
Net effect of various dilutive stock-based compensation awards	Net effect of various dilutive stock-based compensation awards	912		701			Net effect of various dilutive stock-based compensation awards	909		912
Weighted-average shares outstanding - diluted	Weighted-average shares outstanding - diluted	75,794		81,108			Weighted-average shares outstanding - diluted	68,749		75,794
Net income per share:	Net income per share:						Net income per share:
Basic	Basic	$	2.76	$	0.62		Basic	$	5.38	$	2.76
Diluted (a)	Diluted (a)	$	2.72	$	0.61		Diluted (a)	$	5.31	$	2.72

(a)Stock-based compensation awards for the issuance of ~~103~~86 and ~~1,307~~103 shares for the first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively, were excluded from the computation of net income per share on a diluted basis as their effect was anti-dilutive.

Note I – Shareholders’ Equity

Accumulated Other Comprehensive ~~Income (Loss)~~Loss

The following table presents the changes in Accumulated other comprehensive loss, excluding noncontrolling interests:


		Quarter Ended				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Foreign Currency Translation Adjustment and Other:	Foreign Currency Translation Adjustment and Other:						Foreign Currency Translation Adjustment and Other:
Other comprehensive loss before reclassifications (a)	Other comprehensive loss before reclassifications (a)	$	(59,548)	$	(77,207)		Other comprehensive loss before reclassifications (a)	$	(48,700)	$	(59,548)
Amounts reclassified into income	Amounts reclassified into income	(520)		106			Amounts reclassified into income	(341)		(520)
Unrealized Gain on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:	Unrealized Gain on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:						Unrealized Gain on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:
Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	6,978		17,647			Other comprehensive income before reclassifications	1,094		6,978
Amounts reclassified into income	Amounts reclassified into income	(1,672)		(1,670)			Amounts reclassified into income	(1,669)		(1,672)
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
Other comprehensive income (loss) before reclassifications		36,085		(29,556)
Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges, Net:							Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
Other comprehensive income before reclassifications							Other comprehensive income before reclassifications	7,547		36,085
Amounts reclassified into income	Amounts reclassified into income	267		1,159			Amounts reclassified into income	658		267
Employee Benefit Plan Items, Net:	Employee Benefit Plan Items, Net:						Employee Benefit Plan Items, Net:

Amounts reclassified into income	Amounts reclassified into income	(166)		2,248			Amounts reclassified into income	99		(166)

Net change in Accumulated other comprehensive income (loss)		$	(18,576)	$	(87,273)
Net change in Accumulated other comprehensive loss							Net change in Accumulated other comprehensive loss	$	(41,312)	$	(18,576)

(a) ~~Includes~~Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of ~~$(2,597)~~$(8,258) and ~~$9,317~~$(2,597) for the first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively.

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

Share-Repurchase Program

The following table shows the company’s Board of Directors (the “Board”) approved share-repurchase programs as of April ~~3, 2021:~~2, 2022:


Month of Board Approval	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		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

December 2018		$	600,000	$	600,000	$	0
July 2020	July 2020	600,000		286,534		313,466		July 2020	$	600,000	$	600,000	$	—
July 2021								July 2021	600,000		600,000		—
December 2021								December 2021	600,000		86,532		513,468
Total	Total	$	1,200,000	$	886,534	$	313,466	Total	$	1,800,000	$	1,286,532	$	513,468

The company repurchased 2,015 shares of common stock for $250,000 and 1,444 shares of common stock for $149,990 in the first quarter of 2022 and 2021, respectively, under the company's share-repurchase programs. As of April 2, 2022, approximately $513,468 remained available for repurchase under the program.

Note J – Contingencies

Environmental Matters

In connection with the purchase of Wyle Electronics ("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 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 ~~$42,000~~$47,000 from certain

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

insurance carriers relating to environmental clean-up matters at the Norco and Huntsville sites. The company filed suit against two insurers regarding liabilities arising out of operations at Huntsville and reached a confidential settlement with one of the insurers ~~during the third quarter of~~in 2020. The resolution of this matter against the remaining insurer will likely take several years. The company has not recorded a receivable for any potential future insurance recoveries related to the Norco and Huntsville environmental matters, as the realization of the claims for recovery are not deemed probable at this time.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

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. Health-risk evaluations and a Corrective Action Development Plan were approved by ADEM in 2018, opening the way for pilot testing of on-site remediation in late 2019. Pilot testing is currently ~~underway, and the extent and timing of future testing and further remediation procedures will be dependent on the outcome of the results of testing currently being performed.~~underway. Approximately ~~$7,200~~$7,800 was spent to date and the company currently anticipates no additional investigative and related expenditures. The cost of subsequent remediation at the site is estimated to be between ~~$3,200~~$2,600 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.

Environmental Matters - Norco

In October 2003, the company entered into a consent decree with Wyle Laboratories and the California Department of Toxic Substance Control (“DTSC”) in connection with the Norco site. Subsequent to the decree, a Remedial Investigation Work Plan was approved by DTSC in April 2005, the required investigations were performed, and a final Remedial Investigation Report was submitted early in 2008. In 2008, a hydraulic containment system ~~(the “HCS”~~(“HCS”) was installed as an interim remedial measure to capture and treat groundwater before it moves into the adjacent off-site area. In September 2013, the DTSC approved the final Remedial Action Plan ~~(the “RAP”~~(“RAP”) for actions in five on-site areas and one off-site area. As of 2018, the remediation measures described in the RAP had been implemented and were being monitored. A Five Year Review (“FYR”) of the HCS submitted to DTSC in December 2016 found that while significant progress was made in on-site and off-site groundwater remediation, contaminants were not sufficiently reduced in a key off-site area identified in the RAP. This exception triggered the need for additional off-site remediation that began in 2018 and was completed in mid-2019. Routine progress monitoring of groundwater and soil gas continue on-site and off-site.

Approximately ~~$76,000~~$78,000 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 ~~$5,500~~$3,000 to $17,000. 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

During the first quarter of 2021, the company received $4,311 in settlement funds in connection with claims filed against certain manufacturers of aluminum, tantalum, and film capacitors who allegedly colluded to fix the price of capacitors from 2001 through 2014. These amounts were recorded as a reduction to “Selling, general, and administrative expenses” in the company’s consolidated statements of operations. The company has related on-going disputes with other manufacturers and may receive additional funds in the future. The company is unable to estimate additional amounts that may be received in the future and as such has not recorded a receivable at this time.

In 2019, the company determined that from 2015 to 2019 a limited number of non-executive employees, without first obtaining required authorization from the company or the United States government, had facilitated product shipments with an aggregate total invoiced value of approximately $4,770, to resellers for reexports to persons covered by the Iran Threat Reduction and Syria Human Rights Act of 2012 or other United States sanctions and export control laws. The company has voluntarily reported these activities to the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the United

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

States Department of Commerce’s Bureau of Industry and Security (“BIS”), and conducted an internal investigation and terminated or disciplined the employees involved. BIS has closed its investigation and issued the company a warning letter without referring the matter for further proceedings. No penalties have been imposed by BIS. The company has cooperated fully and intends to continue to cooperate fully with OFAC with respect to its ~~ongoing~~ review, which may result in the imposition of penalties, which the company is currently not able to estimate.

During the first quarter of 2020, the company recorded reserves and other adjustments of approximately $32,700 primarily related to foreign tax and other loss contingencies. These reserves are principally associated with transactional taxes on activity from several prior years, not significant to any one year.

~~ARROW ELECTRONICS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Dollars in thousands except per share data)~~

~~(Unaudited)~~

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

Note K – 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~~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 to external customers are based on the company location that maintains the customer relationship and transacts the external sale.~~

Index

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per share data)

(Unaudited)

Sales, by segment by geographic area, are as follows:


		Quarter Ended				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Components:	Components:						Components:
Americas	Americas	$	1,701,173	$	1,552,798		Americas	$	2,340,543	$	1,701,173
EMEA	EMEA	1,568,602		1,309,990			EMEA	1,927,003		1,568,602
Asia/Pacific	Asia/Pacific	3,173,478		1,687,813			Asia/Pacific	2,931,529		3,173,478
Global components	Global components	$	6,443,253	$	4,550,601		Global components	$	7,199,075	$	6,443,253

ECS:	ECS:						ECS:
Americas	Americas	$	1,151,338	$	1,128,688		Americas	$	1,047,849	$	1,151,338
EMEA	EMEA	791,328		702,128			EMEA	827,201		791,328
Global ECS	Global ECS	$	1,942,666	$	1,830,816		Global ECS	$	1,875,050	$	1,942,666
Consolidated ~~(a)~~	Consolidated ~~(a)~~	$	8,385,919	$	6,381,417		Consolidated ~~(a)~~	$	9,074,125	$	8,385,919

Operating income (loss), by segment, are as follows:


	Quarter Ended
	April 2, 2022		April 3, 2021
Operating income (loss):
Global components (a)	$	499,342	$	289,383
Global ECS	85,798		77,359
Corporate (b)	(74,764)		(67,239)
Consolidated	$	510,376	$	299,503

(a)~~Includes sales~~Global components operating income includes $4,311 related to ~~the United States of $2,497,998 and $2,412,087~~proceeds from legal settlements for the first quarter of 2021 ~~and 2020, respectively.~~

~~Operating income, by segment, are as follows:~~

Quarter Ended
April 3,
2021 March 28,
2020
Operating income (loss):
Global components $ 289,383 $ 164,767
Global ECS (a) 77,359 42,433
Corporate (b) (67,239) (68,896)
Consolidated $ 299,503 $ 138,304

~~(a)Global ECS operating income includes reserves and other adjustments of approximately $29,858 primarily related~~(Refer to foreign tax and other loss contingencies for the first quarter of 2020. These reserves are principally associated with transactional taxes on activity from several prior years, not significant to any one year.

Note J).

(b)Corporate operating income includes restructuring, integration, and other charges of ~~$5,709~~$4,898 and ~~$9,138~~$5,709 for the first quarter of 2022 and 2021, ~~and 2020,~~ respectively.

Index

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

~~Overview~~Information Relating to Forward-Looking Statements

~~Arrow Electronics, Inc. (the “company”)~~This report includes "forward-looking statements," as the term is defined under the federal securities laws. 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. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a ~~global provider~~variety of ~~products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company has one~~reasons, including, but not limited to: potential adverse effects of the ~~world’s broadest portfolios~~ongoing global COVID-19 pandemic, including actions taken to contain or mitigate the impact of COVID-19, impacts of the conflict in Ukraine, industry conditions, changes in product ~~offerings available from leading electronic components~~supply, pricing 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,customer demand, competition, other vagaries in the global components ~~business segment~~ and the global enterprise computing solutions (“ECS”) ~~business segment. The company distributes electronic components to original equipment manufacturers (“OEMs”)~~markets, changes in relationships with key suppliers, increased profit margin pressure, changes in legal and ~~contract manufacturers (“CMs”) through its global components business segment~~regulatory matters, non-compliance with certain regulations, such as export, antitrust, and provides enterprise computing solutions to value-added resellers (“VARs”) and managed service providers (“MSPs”) through its global ECS business segment. For the first quarter of 2021, approximately 77% of the company’s sales were from the global components business segment, and approximately 23% 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 first quarter of 2021 increased by 31.4% compared with the year-earlier period. The increase for the first quarter of 2021 was driven by a 41.6% increase in the global components business segment sales and a 6.1% increase in global ECS business segment sales. Adjusted for the change in foreign currencies, non-GAAP consolidated sales increased 27.4% for the first quarter of 2021 compared with the year-earlier period.

The company reported net income attributable to shareholders of $206.3 million in the first quarter of 2021 compared with $49.5 million in the year-earlier period. The following items impacted the comparability of the company’s results:

•~~restructuring, integration, and other charges of $5.7 million in 2021 and $9.1 million in 2020;~~

•~~identifiable intangible asset amortization of $9.3 million in 2021 and $10.0 million in 2020;~~

•~~Arrow Financing Solutions (“AFS”) notes receivable recoveries of $0.9 million in 2020;~~

•~~net gain on investments of $2.8 million in 2021 and net loss on investments of $16.8 million in 2020; and~~

•~~tax expense related to legislation changes and other non-recurring tax adjustments of $3.6 million in 2020~~

Excluding the aforementioned items, non-GAAP net income attributable to shareholders for the first quarter of 2021 increased to $215.5 million compared with $79.0 million in the year-earlier period. Net income in the first quarter of 2020 also included charges of approximately $32.7 million, net of tax, primarily related toanti-corruption laws, foreign tax and other loss contingencies, ~~within~~and the ~~global ECS business.~~company's ability to generate cash flow. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. 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.

~~Impact of the COVID-19 Pandemic~~

To date, the company has experienced some limitations in employee resources resulting from travel restrictions and “stay at home” orders. Despite these restrictions, the company continues to efficiently manage the global supply chain requirements of our customers and suppliers. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry and workforce.

The extent to which COVID-19 will continue to impact the company’s results will depend primarily on future developments, including the severity and duration of the crisis and the impact of actions taken and that will be taken to contain COVID-19 or treat its impact, among others. These future developments are highly uncertain and cannot be predicted with confidence. The global economic impact from COVID-19 may adversely affect the company's results of operations in the future and may affect the credit condition of some of our customers, which could increase delays in customer payments and credit losses.

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:

•Non-GAAP sales and non-GAAP gross profit ~~and non-GAAP operating expenses~~ exclude the impact of changes in foreign currencies (referred to as ~~"changes~~“changes in foreign ~~currencies"~~currencies”) by re-translating prior period results at current period foreign exchange ~~rates,~~rates.

•Non-GAAP operating expenses excludes restructuring, integration, and other charges, and the impact of ~~notes receivable recoveries related to the AFS business (referred to as “AFS notes receivable recoveries").~~changes in foreign currencies.

•Non-GAAP operating income excludes identifiable intangible asset amortization, and restructuring, integration, and other ~~charges, and AFS notes receivable recoveries.~~charges.

•Non-GAAP effective tax rate ~~excludes~~and non-GAAP net income attributable to shareholders exclude identifiable intangible asset amortization, restructuring, integration, and other charges, ~~gain (loss) on investments, net, the impact of tax legislation changes,~~ and ~~AFS notes receivable recoveries.~~

•~~Non-GAAP net income attributable to shareholders excludes identifiable intangible asset amortization, restructuring, integration, and other charges, AFS notes receivable recoveries,~~ net gains and losses on ~~investments, and certain tax adjustments.~~investments.

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.

Overview

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 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 quarter of 2022, approximately 79% of the company’s sales were from the global components business segment, and approximately 21% of the company’s sales were from the global ECS business segment.

Index

The company's strategic initiatives include the following:

•Offering a variety of value added demand creation services in the global components business, including design, engineering, global marketing and integration services to promote the future sale of suppliers’ products, which generally lead to longer and more profitable relationships with our suppliers and customers.

•The company has a global supply chain services business that has grown organically within the global components business. It derives services revenue from providing supply chain services such as procurement, logistics, warehousing, and insights from data analytics.

•Enabling customer cloud solutions through the global ECS business' cloud marketplace and management platform, ArrowSphere, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence that IT solution providers need to drive growth.

The company's financial objectives are to grow sales faster than the market, increase the markets served, grow profits faster than sales, generate earnings per share growth in excess of competitors’ earnings per share growth and market expectations, grow earnings per share at a rate that provides the capital necessary to support the company’s business strategy, allocate and deploy capital effectively so that return on invested capital exceeds the company’s cost of capital, 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 first quarter of 2022 increased by 8.2% compared with the year-earlier period. The increase for the first quarter of 2022 was driven by an 11.7% increase in the global components business segment sales offset by a 3.5% decrease in global ECS business segment sales. Adjusted for the change in foreign currencies, non-GAAP consolidated sales increased 10.2% for the first quarter of 2022 compared with the year-earlier period.

The company reported net income attributable to shareholders of $364.7 million in the first quarter of 2022 compared with $206.3 million in the year-earlier period. Non-GAAP net income attributable to shareholders for the first quarter of 2022 increased to $373.5 million compared with $215.5 million in the year-earlier period. Non-GAAP net income attributable to shareholders is adjusted for the following items:

First quarters of 2022 and 2021:

•restructuring, integration, and other charges of $4.9 million in 2022 and $5.7 million in 2021;

•identifiable intangible asset amortization of $9.0 million in 2022 and $9.3 million in 2021; and

•net gain on investments of $2.0 million in 2022 and $2.8 million in 2021.

Impact of the COVID-19 Pandemic and Supply Chain Constraints:

The global COVID-19 pandemic continues to create significant macroeconomic uncertainty, volatility and disruption, including supply constraints, extended lead times, and unpredictability across many markets. At the same time, supply chain constraints are also being caused by shortages in electronics components markets and supply chain logistical issues resulting in extended lead times and unpredictability, which has impacted the business. Despite these challenges, to date the company has efficiently managed the global supply chain requirements of customers and suppliers, and as a result, during the first quarters of 2022 and 2021 the company's global components business benefited from rising demand and higher prices for certain products leading to improved profit margins globally.

Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry and workforce. The extent to which COVID-19 and the ongoing supply constraints will continue to impact the company’s results will depend primarily on future developments, including the severity and duration of the current conditions, and the impact of actions taken and that will be taken to contain COVID-19 or address supply chain constraints, among others. These future developments are highly uncertain and cannot be predicted with confidence; however, the company currently expects component supply to remain well below demand through the better part of 2022. The global economic impact from COVID-19 and supply chain constraints may adversely affect the company's consolidated results of operations in the future and may affect the credit condition of some customers, which could increase delays in customer payments and credit losses.

Index

Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends. See discussion regarding the impacts of the COVID-19 pandemic included in Item 1A, Risk Factors, within the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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					Quarter Ended
		April 3, 2021		March 28, 2020		% Change			April 2, 2022		April 3, 2021		% Change
Consolidated sales, as reported	Consolidated sales, as reported	$	8,386	$	6,381	31.4%		Consolidated sales, as reported	$	9,074	$	8,386	8.2%
Impact of changes in foreign currencies	Impact of changes in foreign currencies	—		203				Impact of changes in foreign currencies	—		(152)

Non-GAAP consolidated sales	Non-GAAP consolidated sales	$	8,386	$	6,584	27.4%		Non-GAAP consolidated sales	$	9,074	$	8,234	10.2%

Global components sales, as reported	Global components sales, as reported	$	6,443	$	4,551	41.6%		Global components sales, as reported	$	7,199	$	6,443	11.7%
Impact of changes in foreign currencies	Impact of changes in foreign currencies	—		130				Impact of changes in foreign currencies	—		(100)

Non-GAAP global components sales	Non-GAAP global components sales	$	6,443	$	4,681	37.6%		Non-GAAP global components sales	$	7,199	$	6,343	13.5%

Global ECS sales, as reported	Global ECS sales, as reported	$	1,943	$	1,831	6.1%		Global ECS sales, as reported	$	1,875	$	1,943	(3.5)%
Impact of changes in foreign currencies	Impact of changes in foreign currencies	—		72				Impact of changes in foreign currencies	—		(51)

Non-GAAP global ECS sales		$	1,943	$	1,903	2.1%
Non-GAAP global ECS sales*								Non-GAAP global ECS sales*	$	1,875	$	1,891	(0.9)%

* The sum of the components for sales, as reported, and non-GAAP sales may not agree to totals, as presented, due to rounding.

Consolidated sales for the first quarter of ~~2021~~2022 increased by ~~$2.0~~$0.7 billion, or ~~31.4%~~8.2%, compared with the year-earlier period. The increase for the first quarter of ~~2021~~2022 was driven by an increase in global components segment sales of ~~$1.9~~$0.8 billion, or ~~41.6% and an increase~~11.7% offset by a decrease in global ECS business segment sales of ~~$111.9~~$67.6 million, or ~~6.1%~~3.5%. Non-GAAP consolidated sales, adjusted for the impact of changes in foreign currencies, increased ~~27.4%~~10.2% for the first quarter of ~~2021~~2022 compared with the year-earlier period.

~~The~~First quarter 2022 global components ~~business capitalized on strong~~sales growth was primarily due to stronger demand ~~in all regions from~~driving both higher sales volumes and favorable pricing, compared to the year-earlier period. Growth in ~~all regions. This~~sales for the period was ~~especially true~~greater than 20% in ~~the APAC region where sales increased 88%. The company expects continued growth as~~both the Americas and EMEA regions, ~~continue to recover,~~ and ~~as our revenue mix across all regions shifts towards~~was offset partially by a greater proportion of higher-value component sales. The components industry is currently experiencing supply chain constraints. Historically, our global components business has experienced single digit sales growth sequentially fromsmall decline in the ~~first quarter to the second quarter. As a result of the supply chain constraints and timing of quarter end for~~APAC region. Increases during the first quarter of ~~2021, we expect global components sales~~2022 related to many product lines; however, the company noted particularly strong demand in the ~~second~~transportation, industrial, and communications verticals. Changes in foreign exchange rates negatively impacted results during the first quarter of ~~2021 to be slightly above first quarter 2021 sales.~~2022.

~~Increases~~IT demand environment was healthy in the first quarter of 2022 relative to the year-earlier period; however, sales for the global ECS business ~~were~~decreased primarily due to ~~higher sales volumes driven~~changes in business mix that skewed toward software and services, which are more meaningful to gross profit than sales. The change in business mix was also exacerbated by ~~stronger demand for proprietary and industry standard servers, services, and infrastructure software for servers.~~supply chain shortages impacting hardware sales.

Gross Profit

Following is an analysis of gross profit (in millions):

Quarter Ended
April 3,
2021 March 28,
2020 % Change
Consolidated gross profit, as reported $ 930 $ 728 27.7%
Impact of changes in foreign currencies — 28
Non-GAAP consolidated gross profit* $ 930 $ 757 22.9%
Consolidated gross profit as a percentage of sales, as reported 11.1 % 11.4 % (30) bps
Non-GAAP consolidated gross profit as a percentage of non-GAAP sales 11.1 % 11.5 % (40) bps

* The sum of the components for non-GAAP gross profit may not agree to totals, as presented, due to rounding.


	Quarter Ended
	April 2, 2022			April 3, 2021			% Change
Consolidated gross profit, as reported	$	1,208		$	930		29.8%
Impact of changes in foreign currencies	—			(21)



Non-GAAP consolidated gross profit	$	1,208		$	909		32.8%
Consolidated gross profit as a percentage of sales, as reported	13.3		%	11.1		%	220 bps
Non-GAAP consolidated gross profit as a percentage of non-GAAP sales	13.3		%	11.0		%	230 bps

Index

The company recorded gross profit of ~~$930.1 million~~$1.2 billion in the first quarter of ~~2021~~2022 compared with ~~$728.4~~$930.1 million in the year-earlier period. ~~Non-GAAP gross profit increased 22.9% in~~During the first quarter of ~~2021~~2022, gross profit increased 29.8% on a GAAP basis, and 32.8% on a non-GAAP basis, compared with the year-earlier period. ~~Non-GAAP gross~~Gross profit margins in the first quarter ~~of 2021 decreased~~increased by ~~approximately 40~~220 bps and 230 bps, on a GAAP and non-GAAP basis, respectively, compared with the year-earlier ~~period primarily due to the shift~~period.

The increases in ~~regional mix to more APAC components sales, which generally have a lower~~ gross profit ~~margin than components sales~~margins during first quarter of 2022 related primarily to significant improvements in pricing and margins in both the ~~EMEA~~Asia/Pacific and Americas regions, ~~contributing 49% of~~due in part to the current market conditions, product mix shifting towards higher margin products, and the global ~~components sales for~~supply chain issues discussed above, as well as the company's ability to secure inventory to meet strong demand. Growing demand in global supply chain services offerings continued to have a positive impact on gross margins during the first quarter of ~~2021~~2022 compared with ~~37% of~~the year-earlier period.

The company is currently experiencing benefits to gross margins in the global components ~~sales for~~business due to the ~~year-earlier period. These decreases were partially offset by growing demand in services offerings globally.~~factors discussed above, which may not be representative of future trends or conditions. As such, the current gross margins may not be sustainable.

Selling, General, and Administrative Expenses and Depreciation and Amortization

Following is an analysis of operating expenses (in millions):


		Quarter Ended							Quarter Ended
		April 3, 2021			March 28, 2020			% Change			April 2, 2022			April 3, 2021			% Change
Selling, general, and administrative expenses, as reported	Selling, general, and administrative expenses, as reported	$	575		$	534		7.6%		Selling, general, and administrative expenses, as reported	$	644		$	575		12.1%
Depreciation and amortization, as reported	Depreciation and amortization, as reported	50			47			6.8%		Depreciation and amortization, as reported	48			50			(4.0)%
Operating expenses, as reported		$	625		$	581		7.6%
Operating expenses*										Operating expenses*	$	692		$	625		10.8%
Impact of changes in foreign currencies	Impact of changes in foreign currencies	—			15					Impact of changes in foreign currencies	—			(12)

AFS notes receivable recoveries		—			1
Non-GAAP operating expenses*		$	625		$	597		4.7%
Operating expenses as a percentage of sales, as reported		7.5		%	9.1		%	(160) bps

Non-GAAP operating expenses										Non-GAAP operating expenses	$	692		$	613		13.0%
Operating expenses as a percentage of sales										Operating expenses as a percentage of sales	7.6		%	7.5		%	10 bps
Non-GAAP operating expenses as a percentage of non-GAAP sales	Non-GAAP operating expenses as a percentage of non-GAAP sales	7.5		%	9.1		%	(160) bps		Non-GAAP operating expenses as a percentage of non-GAAP sales	7.6		%	7.4		%	20 bps

*~~The sum of the components for selling, general,~~Operating expenses discussed here are presented before restructuring, integration, and ~~administrative expenses and depreciation and amortization, as reported, and non-GAAP operating expenses may not agree to totals, as presented, due to rounding.~~

other charges.

Selling, general, and administrative expenses increased by ~~$40.7~~$69.4 million, or ~~7.6%~~12.1%, in the first quarter of ~~2021~~2022 on a sales increase of ~~31.4%~~8.2% compared with the year-earlier period. Selling, general, and administrative expenses, as a percentage of sales, was 7.1% and 6.9% for first quarter of 2022 and 2021, respectively. Depreciation and amortization expense as a percentage of operating expenses was ~~8.1%~~7.0% for the first quarter of ~~2021~~2022 compared with 8.1% in the year-earlier period. Included in depreciation and amortization expense is identifiable intangible asset amortization of ~~$9.3~~$9.0 million for the first quarter of ~~2021~~2022 compared to ~~$10.0~~$9.3 million in ~~the year-earlier period.~~

Non-GAAP operating expenses increased 4.7% for the first quarter of 2021 compared with the year-earlier period. Non-GAAP operating expense, as a percentage of non-GAAP sales, decreased 160 bps for the first quarter of 2021 compared with the year-earlier period.

Operating expenses as a percentage of sales during the first quarter of 2022 was 7.6% compared to 7.5% in the year-earlier period. This increase was primarily due to higher variable costs related to increased incentive compensation tied to sales and other personnel costs, as well as costs related to warehousing and shipping product.

Restructuring, Integration, and Other Charges

Restructuring initiatives ~~relate~~and integration costs are due to the ~~company’s~~company's continued efforts to lower ~~cost and~~costs, drive operational ~~efficiency.Integration costs are primarily related to the integration of~~efficiency, integrate any acquired businesses, ~~within the company’s pre-existing business~~ and the consolidation of certain ~~operations.~~operations, as necessary. The company recorded restructuring, integration, and other charges of ~~$5.7~~$4.9 million and ~~$9.1~~$5.7 million for the first quarter of 2022 and 2021, ~~and 2020,~~ respectively.

As of April ~~3, 2021,~~2, 2022, the company does not anticipate there will be any material adjustments relating to the aforementioned restructuring and integration plans. Refer to Note G, “Restructuring, Integration, and Other Charges,” of the Notes to the Consolidated Financial Statements for further discussion of the company’s restructuring and integration activities.

Index

Operating Income

Following is an analysis of operating income (in millions):

Quarter Ended
April 3,
2021 March 28,
2020 %
Change
Consolidated operating income, as reported $ 300 $ 138 116.6%
Identifiable intangible asset amortization 9 10
Restructuring, integration, and other charges 6 9
AFS notes receivable recoveries — (1)
Non-GAAP consolidated operating income* $ 315 $ 156 101.0%
Consolidated operating income as a percentage of sales, as reported 3.6 % 2.2 % 140 bps
Non-GAAP consolidated operating income, as a percentage of sales, excluding wind down 3.8 % 2.5 % 130 bps

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


	Quarter Ended
	April 2, 2022			April 3, 2021			% Change
Consolidated operating income, as reported	$	510		$	300		70.4%
Identifiable intangible asset amortization	9			9
Restructuring, integration, and other charges	5			6





Non-GAAP consolidated operating income	$	524		$	315		66.7%
Consolidated operating income as a percentage of sales, as reported	5.6		%	3.6		%	200 bps
Non-GAAP consolidated operating income, as a percentage of sales	5.8		%	3.8		%	200 bps

The company recorded operating income of $510.4 million, or 5.6% of sales, in the first quarter of 2022 compared with operating income of $299.5 million, or 3.6% of sales, in the ~~first quarter of 2021 compared with operating income of $138.3 million, or 2.2% of sales in the~~ year-earlier period. Non-GAAP operating income was $524.3 million, or 5.8% of sales, for the first quarter of 2022, compared with non-GAAP operating income of $314.5 million, or 3.8% of sales, in the ~~first quarter of 2021 compared with non-GAAP operating income of $156.5 million, or 2.5% of sales in the~~ year-earlier period. Non-GAAP operating income, as a percentage of sales, increased 130 bps for the first quarter of 2021 primarily due to increases in sales from the global components business, and the greater operating expense leverage from higher sales volumes in all regions, offset partially by the impact to gross profit resulting from a shift in regional mix. The increase in operating margins is also impacted by reserves and other adjustments related to foreign tax and other loss contingencies recorded within the global ECS business during the first quarter of 2020. These reserves are principally associated with transactional taxes on activity from several prior years, not significant to any one year. During the first quarter of ~~2021,~~2022, changes in foreign currencies had ~~positive impacts~~a negative impact on operating income of approximately ~~$12.6~~$8.3 million when compared to the year-earlier period.

~~Gain (Loss) on Investments, Net~~

~~During~~Operating income, as a percentage of sales, increased 200 bps for the first quarter of ~~2021~~2022, with operating margins increasing in both the global components and ~~2020, the company recorded a gain of $2.8 million and a loss of $16.8 million, respectively, which are primarily related to changes in fair value of assets related~~global ECS businesses compared to the ~~Arrow SERP pension plan, which consist~~year-earlier period. Increases from global components relate primarily ~~of life insurance policies~~to the increases in sales and ~~mutual fund assets.~~gross margins discussed above. Increases from the global ECS business related primarily to strengthening demand for complex IT solutions and product mix.

Interest and Other Financing Expense, Net

The company recorded net interest and other financing expense of ~~$33.7~~$34.0 million for the first quarter of ~~2021~~2022 compared with ~~$43.3~~$33.7 million in the year-earlier period. The ~~decrease~~increase for the first quarter of ~~2021~~2022 primarily relates to ~~lower~~higher borrowings and interest rates on ~~short-term~~short term credit ~~facilities and lower long-term debt outstanding, offset partially by decreased interest income attributable to lower average cash balances within the company's cash pooling arrangements.~~facilities.

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;~~uncertain, therefore, actual results could differ from projections.

~~For~~Following is an analysis of the ~~first quarter of 2021, the company recorded a provision for~~company's effective income ~~taxes of $61.0 million, an effective~~ tax ~~rate of 22.7%, compared to a provision of $27.9 million, an effective tax rate of 35.9% during the first quarter of 2020.~~rate:

The company’s non-GAAP effective tax rate for the first quarter of 2021 was 22.8% compared to a non-GAAP effective tax rate of 29.5% for the first quarter of 2020. The non-GAAP effective tax rate for the first quarter of 2020 includes approximately $7.4 million in discrete tax items related to the foreign tax and other loss contingencies.


	Quarter Ended
	April 2, 2022		April 3, 2021
Effective income tax rate	23.5	%	22.7	%
Identifiable intangible asset amortization	—	%	0.1	%







Non-GAAP effective income tax rate	23.5	%	22.8	%

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, among other things. The ~~decrease~~change in the effective tax rate from ~~35.9% for the first quarter of 2020 to~~ 22.7% for the first quarter of 2021 to 23.5% for the first quarter of 2022 is primarily driven by discrete items, such as ~~the out-of-period tax contingencies,~~stock-based compensation, and changes in the mix of tax jurisdictions where taxable income is generated.

Index

Net Income Attributable to Shareholders

Following is an analysis of net income attributable to shareholders (in millions):


		Quarter Ended				Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Net income attributable to shareholders, as reported	Net income attributable to shareholders, as reported	$	206	$	50		Net income attributable to shareholders, as reported	$	365	$	206
Identifiable intangible asset amortization*	Identifiable intangible asset amortization*	9		10			Identifiable intangible asset amortization*	9		9
Restructuring, integration, and other charges	Restructuring, integration, and other charges	6		9			Restructuring, integration, and other charges	5		6

(Gain) loss on investments, net		(3)		17
AFS notes receivable recoveries		—		(1)
Gain on investments, net							Gain on investments, net	(2)		(3)

Tax effect of adjustments above	Tax effect of adjustments above	(3)		(9)			Tax effect of adjustments above	(3)		(3)
Impact of tax legislation changes		—		4

Non-GAAP net income attributable to shareholders**	Non-GAAP net income attributable to shareholders**	$	216	$	79		Non-GAAP net income attributable to shareholders**	$	373	$	216

* Identifiable intangible asset amortization also excludes amortization related to the noncontrolling interest.

** The sum of the components for non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding.

The company recorded net income attributable to shareholders of ~~$206.3~~$364.7 million in the first quarter of ~~2021~~2022 compared with ~~$49.5~~$206.3 million in the year-earlier period. Non-GAAP net income attributable to shareholders was ~~$215.5~~$373.5 million for the first quarter of ~~2021~~2022 compared with ~~$79.0~~$215.5 million in the year-earlier period. During the first quarter of ~~2021,~~2022, changes in foreign currencies had ~~positive impacts~~a negative impact on net income of approximately ~~$9.5~~$4.1 million when compared to the year-earlier period.

Liquidity and Capital Resources

At April 3, 2021 and December 31, 2020, the company had cash and cash equivalents of $227.7 million and $373.6 million, respectively, of which $215.2 million and $140.1 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.

To achieve greater cash management agility and to further advance business objectives, during the fourth quarter of 2019, the company reversed its assertion to indefinitely reinvest a certain portion of its foreign earnings, of which approximately $2.3 billion are available for distribution in future periods as of April 3, 2021. The company continues to indefinitely reinvest the residual $1.7 billion of undistributed earnings of its foreign subsidiaries. If the indefinitely reinvested earnings were to be distributed to the

United States, the company would be required to pay withholding and other taxes. Additionally, local government regulations may restrict the company’s ability to move cash balances to meet cash needs under certain circumstances. However, 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 quarter of 2021, the net amount of cash used for the company’s operating activities was $4.5 million, the net amount of cash provided by investing activities was $2.0 million, and the net amount of cash used for financing activities was $123.2 million. The effect of exchange rate changes on cash was a decrease of $20.2 million.

During the first quarter of 2020, the net amount of cash provided by the company’s operating activities was $466.9 million, the net amount of cash used for investing activities was $33.4 million, and the net amount of cash used for financing activities was $529.9 million. The effect of exchange rate changes on cash was a decrease of $2.6 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 72.8% at April 3, 2021 and 73.3% at December 31, 2020.

The net amount of cash provided by (used for) the company’s operating activities during the first quarter of 2021 and 2020 was $(4.5) million and $466.9 million, respectively. The change relates primarily to income from operations offset by the timing of payments.

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 14.1% in the first quarter of 2021 compared with 17.6% in the first quarter of 2020.

~~Cash Flows from Investing Activities~~

The net amount of cash provided by investing activities during the first quarter of 2021 was $2.0 million. The primary source of cash from investing activities for the first quarter of 2021 was $22.2 million of proceeds from the sale of a distribution warehouse in the EMEA region. The primary use of cash for investing activities included $20.2 million for capital expenditures. Capital expenditures for the first quarter of 2021 primarily include expenditures related to investments in internally developed software and the build out of the company's distribution centers.

The net amount of cash used for investing activities during the first quarter of 2020 was $33.4 million. The primary use of cash from investing activities included $28.0 million for capital expenditures. Capital expenditures for the first quarter of 2020 include expenditures related to the build out of the company's distribution centers.

~~Cash Flows from Financing Activities~~

The net amount of cash used for financing activities during the first quarter of 2021 was $123.2 million. The uses of cash from financing activities included $160.6 million of repurchases of common stock, $130.9 million of repayments of the principal amount of the company's 5.125% notes due March 2021, and $12.5 million of net payments for short-term borrowings. The primary sources of cash from financing activities during the first quarter of 2021 were $154.7 million of net proceeds from long-term borrowings and $26.1 million of proceeds from the exercise of stock options.

The net amount of cash used for financing activities during the first quarter of 2020 was $529.9 million. The uses of cash from financing activities included $84.4 million of net payments from short-term borrowings, $288.6 million of net payments for long-term bank borrowings, and $159.0 million of repurchases of common stock. The primary source of cash from financing activities during the first quarter of 2020 was $2.0 million of proceeds from the exercise of stock options.

The company has a $2.0 billion revolving credit facility maturing in December 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 Eurocurrency rate plus a spread (1.18% at April 3, 2021), which is based on the company’s credit ratings, or an effective interest rate of 1.25% at April 3, 2021. The facility fee, which is based on the company’s credit ratings, was .20% of the total borrowing capacity at April 3, 2021. The company had $55.0 million of outstanding borrowings under the revolving credit facility at April 3, 2021 and no outstanding borrowings under the revolving credit facility at December 31, 2020. During the first quarter of 2021 and 2020, the average daily balance outstanding under the revolving credit facility was $16.4 million and $21.3 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 no outstanding borrowings under this program at April 3, 2021 and December 31, 2020, respectively. During the first quarter of 2021 and 2020, the average daily balance outstanding under the commercial paper program was $107.0 million and $192.1 million, respectively. The program had a weighted-average effective interest rate of .26% at April 3, 2021.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. In March 2021, the company amended its asset securitization program and, among other things, increased its borrowing capacity from $1.2 billion to $1.25 billion and extended its term to mature to March 2024. The program is conducted through Arrow Electronics Funding Corporation (“AFC”), a wholly-owned, bankruptcy remote subsidiary. The program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate, or a commercial paper rate, plus a spread (.45% at April 3, 2021), or an effective interest rate of .52% at April 3, 2021. The facility fee is .40% of the total borrowing capacity. At April 3, 2021, the company had $100.0 million of outstanding borrowings under the North American asset securitization program. At December 31, 2020, the company had no outstanding borrowings under the North American asset securitization program. During the first quarter of 2021 and 2020, the average daily balance outstanding under the North American asset securitization program was $293.8 million and $709.1 million, respectively.

Both the revolving credit facility and North American 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. As of April 3, 2021, the company was in compliance with all such financial covenants.

The company has $200.0 million in uncommitted lines of credit. There were no outstanding borrowings under the uncommitted lines of credit at April 3, 2021 and December 31, 2020, respectively. These borrowings are 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 1.50% at April 3, 2021. During the first quarter of 2021 and 2020, the average daily balance outstanding under the uncommitted lines of credit was $0.3 million and $15.2 million, respectively.

In May 2019, the company entered into a series of ten-year forward-starting interest rate swaps (the “2019 swaps”) which locked in an average treasury rate of 2.33% on a total aggregate notional amount of $300.0 million. The 2019 swaps were designated as cash flow hedges managing the risk of variability in interest rates of future expected debt issuance by June 2020. In February 2020, the company determined that certain of the forecasted cash flows were no longer probable and de-designated the hedging relationship. In February 2020, the company re-designated the 2019 swaps in a new cash flow hedge managing the risk of variability in interest rates of future expected debt issuance by June 2023.

In April 2020, the company entered into a series of ten-year forward-starting interest rate swaps (the “April 2020 swaps”) which locked in an average swap rate of 0.97% on a total aggregate notional amount of $300.0 million and expire in December 2024. The 2020 swaps were designated as cash flow hedges managing the risk of variability in interest rates of future expected debt issuance by December 2025.

In May 2020, the company entered into a series of ten-year forward-starting interest rate swaps (the “May 2020 swaps”) which locked in an average swap rate of 0.90% on a total aggregate notional amount of $300.0 million and expire in June 2022. The May 2020 swaps were designated as cash flow hedges managing the risk of variability in interest rates of future expected debt issuance by June 2023.

~~During March 2021, the company repaid $130.9 million principal amount of its 5.125% notes due March 2021.~~

~~During April 2020, the company repaid $209.4 million principal amount of its 6.00% notes due April 2020.~~

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.

Management believes that the company’s current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization programs, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the next 12 months and the foreseeable future. The company's current committed and undrawn liquidity stands at over ~~$3.4~~$2.4 billion in addition to ~~$227.7~~$242.8 million of cash on hand at April ~~3, 2021.~~2, 2022. 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.

The company’s principal sources of liquidity are existing cash and cash equivalents, cash generated from operations and cash provided by its revolving credit facilities and debt. The company's principal uses of liquidity include cash used in operations, investments to grow working capital, scheduled interest and principal payments on our borrowings, and the return of cash to shareholders through share repurchases.

The following table presents selected financial information related to liquidity (in millions):




	April 2, 2022		December 31, 2021		Change
Working capital	$	6,157	$	5,709	$	448
Cash and cash equivalents	243		222		21
Short-term debt	317		383		(66)
Long-term debt	2,791		2,244		547

Working Capital

The company maintains a significant investment in working capital which the company defines as accounts receivable, net, plus inventories less accounts payable. Working capital, as a percentage of sales was 17.0% and 14.1% at April 2, 2022 and April 3, 2021, respectively. The change in working capital during the first quarter, compared to the year-earlier period, was primarily attributable to increases in inventories and decreases in accounts payable.

Index

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less. At April 2, 2022 and December 31, 2021, the company had cash and cash equivalents of $242.8 million and $222.2 million, respectively, of which $221.9 million and $211.6 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.

To achieve greater cash management agility and to further advance business objectives, during the fourth quarter of 2019, the company reversed its assertion to indefinitely reinvest a certain portion of its foreign earnings, of which approximately $2.1 billion are still available for distribution in future periods as of April 2, 2022. The company has not reversed its assertion to indefinitely reinvest the residual $2.7 billion of undistributed earnings of its foreign subsidiaries and recognizes that it may be subject to additional foreign taxes and U.S. state income taxes, if it reverses its indefinite reinvestment assertion on these foreign earnings.

Revolving Credit Facilities and Debt

The following table summarizes the company’s credit facilities by category (in millions):


	Borrowing Capacity		Outstanding Borrowings				Average Daily Balance Outstanding
							Quarter Ended
			April 2, 2022		December 31, 2021		April 2, 2022		April 3, 2021
North American asset securitization program	$	1,250	$	800	$	—	$	682	$	294
Revolving credit facility	2,000		45		—		12		16
Commercial paper program (a)	1,200		—		—		342		107
Uncommitted lines of credit	200		—		—		5		—

(a) Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility.

The company has an EMEA asset securitization program under which the company will continuously sell its interest in designated pools of trade accounts receivables of certain of its subsidiaries in the EMEA region. Receivables sold under the program are excluded from “Accounts receivable, net” and no corresponding liability is recorded on the company’s consolidated balance sheets. The program has a limit of €400 million on a revolving basis. Refer to Note D “Accounts Receivables” of the Notes to the Consolidated Financial Statements for further discussion.

The following table summarizes recent events impacting the company's capital resources (in millions):

Activity

Date

Notional Amount

3.50% notes, due April 2022

Repaid

February 2022

350

2.95% notes, due February 2032

Issued

December 2021

500

5.125% notes, due March 2021

Repaid

March 2021

131

Refer to Note E, “Debt” of the Notes to the Consolidated Financial Statements for further discussion of the company's short-term and long-term debt and available financing.

Cash Flows

The following table summarizes the company’s cash flows by category for the periods presented (in millions):



	April 2, 2022		April 3, 2021		Change
Net cash used for operating activities	$	(200)	$	(5)	$	(195)
Net cash provided by investing activities	1		2		(1)
Net cash provided by (used for) financing activities	228		(123)		351

Index

Cash Flows from Operating Activities

The net amount of cash used for the company's operating activities during the first quarter of 2022 and 2021 was $200.2 million and $4.5 million, respectively. The change in cash used for operating activities during 2022, compared to the year-earlier period, related primarily to the timing of payments, increasing growth in customer demand in certain regions and a corresponding increase in working capital, including inventories, which is consistent with the company's historical counter-cyclical cash flow in which the company generates less cash flow in periods of increased demand.

Cash Flows from Investing Activities

The net amount of cash provided by investing activities during the first quarter of 2022 and 2021 was $0.9 million and $2.0 million, respectively. The change in cash provided by investing activities related primarily to proceeds from the sale of property plant and equipment during the first quarter of 2021, offset largely by proceeds from collection of notes receivable during the first quarter of 2022.

Cash Flows from Financing Activities

The net amount of cash provided by financing activities was a source of $227.6 million during the first quarter of 2022 compared to a use of $123.2 million in the year-earlier period. The change in cash provided by financing activities related primarily to higher net proceeds from long-term bank borrowings during the first quarter of 2022, offset partially by increased cash used for redemption of notes and repurchases of common stock.

Capital Expenditures

Capital expenditures for the first quarter of 2022 and 2021 were $19.3 million and $20.2 million, respectively. The company expects capital expenditures to be approximately $100 million for fiscal year 2022.

Share-Repurchase Program

The company repurchased 2.0 million shares of common stock for $250 million and 1.4 million shares of common stock for $150 million in the first quarters of 2022 and 2021, respectively. As of April 2, 2022, approximately $513 million remained available for repurchase under the program. The stock-repurchase authorization does not have an expiration date and the pace of the repurchase activity will depend on factors such as the company’s working capital needs, cash requirements for acquisitions and dividend payments, debt repayment obligations or repurchases of debt, stock price, and economic and market conditions. The stock-repurchase program may be accelerated, suspended, delayed or discontinued at any time subject to the approval by the company's Board of Directors.

Contractual Obligations

The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, ~~operating leases,~~ purchase obligations, and ~~certain other long-term liabilities~~operating leases that were summarized in ~~a table~~the section titled "Contractual Obligations" in Part II, Item 7, Management's Discussion and Analysis of ~~Contractual Obligations~~Financial Condition and Results of Operation's in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2020. Since December 31, 2020,~~2021.

Refer to the section above titled "Revolving Credit Facilities and Debt" for updates to our short-term and long-term debt obligations. As of April 2, 2022, there were no other 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 2021, the company repaid $130.9 million principal amount of its 5.125% notes due March 2021.~~

•During the first quarter of 2021, the company amended its asset securitization program and, among other things, increased its borrowing capacity from $1.2 billion to $1.25 billion and extended its term to mature in March 2024. The company had $100.0 million in outstanding borrowings under the North American asset securitization program at April 3, 2021 and no outstanding borrowings under the North American asset securitization program at December 31, 2020.

~~Share-Repurchase Programs~~

~~The following table shows the company’s Board approved share-repurchase programs as of April 3, 2021 (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
December 2018 $ 600,000 $ 600,000 $ —
July 2020 600,000 286,534 313,466
Total $ 1,200,000 $ 886,534 $ 313,466

~~Off-Balance Sheet Arrangements~~

During the first quarter of 2020, the company entered into an EMEA asset securitization program under which it will continuously sell its interest in designated pools of trade accounts receivables of certain of its subsidiaries in the EMEA region, at a discount, to a special purpose entity, which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions on a monthly basis. The company may sell up to €400.0 million under the EMEA asset securitization program, which matures in January 2023, subject to extension in accordance with its terms. The program is conducted through Arrow EMEA Funding Corp B.V., an entity structured to be bankruptcy remote. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivables into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.

Receivables sold to unaffiliated financial institutions under the program are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected as cash provided by operating activities on the consolidated statements of cash flows. The purchase price is paid in cash when the receivables are sold. Certain unsold receivables held on Arrow EMEA Funding Corp B.V. are pledged as collateral to unaffiliated financial institutions. These unsold receivables are included in “Accounts receivable, net” in the company’s consolidated balance sheets.

The company continues servicing the receivables, which were sold, and in exchange receives a servicing fee under the program. The company does not record a servicing asset or liability on the company’s consolidated balance sheets as the company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

During the first quarter of 2021 and 2020, the company sold approximately $517.0 million and $528.5 million of accounts receivables, respectively, to unaffiliated financial institutions under the EMEA asset securitization program.

~~Other amounts related to the EMEA asset securitization program consist of the following (in thousands):~~

April 3,
2021 December 31,
2020
Receivables sold to unaffiliated financial institutions that were uncollected $ 386,596 $ 397,914
Collateralized accounts receivable held by Arrow EMEA funding Corp B.V. 678,520 551,843

Any accounts receivables held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of the special purpose entity cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the unaffiliated financial institution under the program are limited to the assets it owns and there is no recourse to the company for receivables that are uncollectible as a result of the insolvency or inability to pay of the account debtors.

The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of April 3, 2021, the company was in compliance with all such financial covenants.company.

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.

Index

There ~~were~~have been no significant changes to our critical accounting policies and estimates during the first quarter of ~~2021~~2022. Refer to the ~~items disclosed as Critical~~section titled "Critical Accounting ~~Policies and Estimates~~Estimates" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operation's, in the company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

~~Information Relating to Forward-Looking Statements~~

This report includes "forward-looking statements," as the term is defined under the federal securities laws. 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. These forward-looking statements 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: potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or mitigate the impact of COVID-19, industry conditions, 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, changes in legal and regulatory matters, non-compliance with certain regulations, such as export, antitrust, and anti-corruption laws, foreign tax and other loss contingencies, and the company's ability to generate cash flow. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. 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.2021.

Index

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, ~~2020.~~2021.

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~~Interim Principal Financial Officer, who is currently performing the functions of the Principal Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures as of April ~~3, 2021~~2, 2022 (the “Evaluation”). Based upon the Evaluation, the company’s Chief Executive Officer and ~~Chief~~Interim Principal 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.~~were effective as of April 2, 2022.

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.

Index

PART II. OTHER INFORMATION

Item 1A. Risk Factors

~~There were~~Other than the additional, new risk factor set below, there have been no material changes to the ~~company’s~~company's risk factors asfrom those discussed in Item 1A - Risk Factors in the company’s Annual

Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The ongoing conflict between Ukraine and Russia could adversely affect our business, consolidated financial condition, and results of operations.

Russia's recent military actions against Ukraine has led to an unprecedented expansion of export restrictions and sanctions imposed by the United States, the European Union, the United Kingdom, and numerous other countries against Russia and Belarus. In addition, Russian authorities have imposed significant currency control measures, other sanctions, and imposed other economic and financial restrictions. The situation is rapidly evolving, and further sanctions and export restrictions could negatively impact the global economy and financial markets and could adversely affect our business, consolidated financial condition, and results of operations.

The conflict may result in an increased likelihood of cyber-attacks that could directly or indirectly impact our operations. Any attempts by cyber attackers to disrupt our services or systems, or those of our vendors, suppliers, or customers, if successful, could harm our business both reputationally and financially. Measures to remediate such cyber-attacks may be costly and could have a material adverse effect on our business, financial condition and results of operations. To date, we have not experienced any material disruptions to our infrastructure, supplies, technology systems, or networks resulting from the situation in Ukraine.

We cannot predict the progress, outcome, or impact of the conflict in Ukraine, Russia, or Belarus as the conflict, and any resulting government reactions are beyond our control. We are actively monitoring the conflict in Ukraine to assess its impact on our business, as well as on our vendors, suppliers, customers, and other parties with whom we do business.

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

The following table shows the share-repurchase activity for the quarter ended April ~~3, 2021~~2, 2022 (in thousands except share and per share data):

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 30, 2021 241,365 $ 103.58 241,365 $ 438,457
January 31 through February 27, 2021 681,998 103.25 581,825 378,466
February 28 through April 3, 2021 622,362 104.77 620,411 313,466
Total 1,545,725 1,443,601


Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (a)
January 1 through January 29, 2022	374,041	$	133.68	374,041	$	713,468
January 30 through February 26, 2022	362,495	121.38		362,495	669,468
February 27 through April 2, 2022	1,278,809	121.99		1,278,809	513,468
Total	2,015,345			2,015,345

(a)~~Includes share repurchases~~During 2022, the company was authorized to purchase up to $1,200,000 of the company's common stock under its share-repurchase program. Of the total authorized shares available for repurchase, $686,532 has been utilized, while the $513,468 in the table represents the remaining amount available for repurchase 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~~ April 3, 2021 is 102,124 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.2, 2022.

Index

Item 6. Exhibits


Exhibit Number						Exhibit

10(a)*						Amendment No. 33, dated as of March 18, 2021, to the Transfer and Administration Agreement dated as of March 21, 2001, reflecting original agreement and cumulative amendments (incorporated by reference to Exhibit 10.1 to the company’s Current Report on the Form 8-K filed with the SEC on March 24, 2021, Commission File No. 1-4482).

10 (b )*						Form of Performance Stock Unit Award Agreement for the Executive Committee (as amended and restated through February 17, 2021), under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended and restated through December 8, 2020).

10 (c )*						Form of Restricted Stock Unit Award Agreement for the Executive Committee (as amended and restated through February 17, 2021), under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended and restated through December 8, 2020).

31(i)*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(ii)*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(i)**						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(ii)**						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH*						Inline XBRL Taxonomy Extension Schema ~~Document.~~Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Documents.

101.DEF*						Inline XBRL Taxonomy Definition Linkbase Document.

104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* : Filed herewith.

** : Furnished herewith.

Index

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:

May ~~6, 2021~~5, 2022

By:

/s/ ~~Chris D. Stansbury~~Richard A. Seidlitz

~~Chris D. Stansbury~~Richard A. Seidlitz

~~Senior~~ Vice President, Principal Accounting Officer, and ~~Chief~~Interim Principal Financial Officer



Part I.	Financial Information

	Item 1.	Financial Statements
		Consolidated Statements of Operations	3
		Consolidated Statements of Comprehensive Income ~~(Loss)~~	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Cash Flows	6
		Consolidated Statements of Equity	7
		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

	Item 4.	Controls and Procedures	30

Part II.	Other Information

	Item 1A.	Risk Factors	31

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31



	Item 6.	Exhibits	32

Signature			33


	Weighted-Average Life	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	12 years	$	329,938	$	(159,928)	$	170,010
Amortizable trade name	8 years	74,444		(20,606)		53,838
		$	404,382	$	(180,534)	$	223,848


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 30, 2021	241,365	$	103.58	241,365	$	438,457
January 31 through February 27, 2021	681,998	103.25		581,825	378,466
February 28 through April 3, 2021	622,362	104.77		620,411	313,466
Total	1,545,725			1,443,601