8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 1, 2024

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

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New York	1-4482	11-1806155
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

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9151 East Panorama Circle,	Centennial,	CO	80112
(Address of principal executive offices)			(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class	​	Trading Symbol(s)	​	Name of the exchange on which registered
Common Stock, $1 par value	​	ARW	​	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 1, 2024, the Registrant issued a press release announcing its second quarter 2024 earnings. A copy of the press release is attached hereto as an Exhibit (99.1).

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           EXHIBITS

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Exhibit Number		Description
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99.1	​	Earnings press release issued by Arrow Electronics, Inc., dated August 1, 2024.	​
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)	​

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SIGNATURES

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 hereunto duly authorized.

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​	​	ARROW ELECTRONICS, INC.
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Date:	August 1, 2024	By:	/s/ Carine Jean-Claude
​	​	Name:	Carine Jean-Claude
​	​	Title:	Senior Vice President, Chief Legal Officer and Secretary

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​<br><br>​<br><br>​<br><br>​	​
ARROW ELECTRONICS, INC.<br><br>9151 EAST PANORAMA CIRCLE<br><br>CENTENNIAL, CO 80112<br><br>303-824-4000	​	NEWS

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Exhibit 99.1

Arrow Electronics Reports Second-Quarter 2024 Results

-- Sales of $6.9 billion, exceeding guidance --

-- Second-Quarter Earnings Per Diluted Share of $2.01; Non-GAAP Earnings Per Diluted Share of $2.78 --

CENTENNIAL, Colo.--(BUSINESS WIRE)- Aug. 1, 2024--Arrow Electronics, Inc. (NYSE:ARW) today announced financial results for its second quarter of 2024.

“We continued to execute well in an evolving market environment, delivering second-quarter sales and non-GAAP earnings per diluted share comfortably ahead of our guided ranges,” said Sean Kerins, Arrow’s president and chief executive officer.

“In addition, our value-added offerings in global components as well as better momentum in enterprise computing solutions contributed to our overall operating margin stability in the quarter,” said Mr. Kerins.

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Arrow Consolidated
​		Quarter Ended						Six Months Ended
​	​	​	June 29,	​	​	July 1,	​	​	June 29,	​	​	July 1,
(in millions except per share data)		​	2024		​	2023		​	2024		​	2023
Consolidated sales	​	$	6,893	​	$	8,515	​	$	13,817	​	$	17,251
Net income attributable to shareholders	​		109	​		237	​		192	​		510
Net income per diluted share	​	​	2.01	​	​	4.12	​	​	3.53	​	​	8.74
Non-GAAP net income attributable to shareholders ^(1)^	​	​	150	​	​	251	​	​	282	​	​	524
Non-GAAP net income per diluted share	​	​	2.78	​	​	4.37	​	​	5.18	​	​	8.98

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Both GAAP and non-GAAP earnings per share in the second quarter of 2024 include a $0.29 benefit and a $20 million operating income benefit related to the collection of certain aged receivables related to one customer in the ECS segment. In the second quarter of 2024, sales decreased 19 percent year over year. Changes in foreign currencies had a negative impact on growth of approximately $52.2 million on sales and $0.05 on earnings per share on a diluted basis compared to the second quarter of 2023.

Global Components

“Across many of the segments in which we compete, we’re seeing signs of incremental improvement in leading indicators, with book-to-bill ratios advancing across all regions and bookings growing sequentially.  Though the automotive and broader industrial markets are still experiencing softness, we now believe we’re in the later stages of the industry’s cyclical correction,” said Mr. Kerins.

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Global Components
​		Quarter Ended						Six Months Ended
​	​	​	June 29,	​	​	July 1,	​	​	June 29,	​	​	July 1,
(in millions)	​	​	2024	​	​	2023	​	​	2024		​	2023
Global components sales	​	$	5,032	​	$	6,683	​	$	10,223	​	$	13,539
Global components operating income, as reported	​		210	​		381	​		436	​		799
Global components non-GAAP operating income	​	​	218	​	​	388	​	​	461	​	​	812

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In the second quarter of 2024, global components sales decreased 25 percent year over year. Americas components second-quarter sales decreased 24 percent year over year. EMEA components second-quarter sales decreased 33 percent year over year and decreased 32 percent year over year on a constant currency basis. Asia-Pacific components second-quarter sales decreased 18 percent year over year and decreased 17 percent year over year on a constant currency basis.

Global Enterprise Computing Solutions

“Our enterprise computing solutions business delivered year-over-year billings growth as we continued to capitalize on the market’s transition to IT as a service. We benefited from another solid quarter in EMEA along with improving activity levels in North America,” said Mr. Kerins.

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​<br><br>​<br><br>​<br><br>​	​
ARROW ELECTRONICS, INC.<br><br>9151 EAST PANORAMA CIRCLE<br><br>CENTENNIAL, CO 80112<br><br>303-824-4000	​	NEWS

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Global Enterprise Computing Solutions (ECS)
​		Quarter Ended						Six Months Ended
​	​	​	June 29,	​	​	July 1,	​	​	June 29,	​	​	July 1,
(in millions)	​	​	2024	​	​	2023	​	​	2024		​	2023
Global ECS sales	​	$	1,861	​	$	1,832	​	$	3,594	​	$	3,712
Global ECS operating income, as reported	​		103	​		86	​		174	​		167
Global ECS non-GAAP operating income	​	​	104	​	​	87	​	​	176	​	​	170

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In the second quarter of 2024, global ECS sales increased 2 percent year over year. EMEA ECS second-quarter sales increased 8 percent year over year and increased 9 percent year over year on a constant currency basis. Americas ECS second-quarter sales decreased 4 percent year over year and decreased 3 percent year over year on a constant currency basis.

Other Financial Metrics

“In the second quarter, we managed our working capital in line with market conditions, reducing inventory levels by approximately $140 million, or $1.2 billion over the last nine months,” said Raj Agrawal, Arrow’s senior vice president and chief financial officer. “We also generated $320 million in cash flow from operations, providing us capital allocation flexibility, and enabling $50 million in share repurchases during the quarter.”

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^1^ A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the reconciliation tables included herein.

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​ Third-Quarter 2024 Outlook

●	Consolidated sales of $6.37 billion to $6.97 billion, with global components sales of $4.70 billion to $5.10 billion, and global enterprise computing solutions sales of $1.67 billion to $1.87 billion
●	Net income per share on a diluted basis of $1.70 to $1.90, and non-GAAP net income per share on a diluted basis of $2.10 to $2.30
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●	Average tax rate in the range of 23 to 25 percent
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●	Interest expense of approximately $70 million
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●	Changes in foreign currencies to increase sales by approximately $7 million, and to have no impact on earnings per share on a diluted basis compared to the third quarter of 2023
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●	Changes in foreign currencies to increase quarter-over-quarter growth in sales by $30 million and earnings per share on a diluted basis by $0.02 compared to the second quarter of 2024
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Third-Quarter 2024 GAAP to non-GAAP Outlook Reconciliation
NON-GAAP SALES RECONCILIATION
​		Quarter Ended					​	​		Quarter Ended					​	​
​	​	September 28,			September 30,			​		September 28,			June 29,		​	​
(in billions)		2024			2023			% Change		2024			2024			% Change
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global components sales, GAAP	​	$	4.70 - 5.10	​	$	6.25		(25%) - (18%)	​	$	4.70 - 5.10	​	$	5.03		(7%) - 1%
Impact of changes in foreign currencies	​		—	​		—		​	​		—	​		0.02		​
Global components sales, constant currency	​	$	4.70 - 5.10	​	$	6.25		(25%) - (18%)	​	$	4.70 - 5.10	​	$	5.05		(7%) - 1%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Global ECS sales, GAAP	​	$	1.67 - 1.87	​	$	1.76		(5%) - 6%	​	$	1.67 - 1.87	​	$	1.86		(10%) - 0%
Impact of changes in foreign currencies	​		—	​		0.01		​	​		—	​		0.01		​
Global ECS sales, constant currency	​	$	1.67 - 1.87	​	$	1.77		(6%) - 6%	​	$	1.67 - 1.87	​	$	1.87		(11%) - 0%

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NON-GAAP EARNINGS RECONCILIATION
​		​	​		Intangible amortization			Restructuring &			​	​
​	​	Reported GAAP measure			expense			integration charges		​	Non-GAAP measure
Net income per diluted share	​	​	$1.70 to $1.90	​	​	$0.10	​	​	$0.30	​	​	$2.10 to $2.30

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Earnings Presentation

Please refer to the earnings presentation, which can be found at investor.arrow.com, as a supplement to the company’s earnings release. The company uses its website as a tool to disclose important information about the company and to comply with its disclosure obligations under Regulation Fair Disclosure.

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Webcast and Conference Call Information

Arrow Electronics will host a conference call to discuss second-quarter 2024 financial results on August 1, 2024, at 1:00 PM ET.

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A live webcast of the conference call will be available via the events section of investor.arrow.com or by accessing the webcast link directly at https://events.q4inc.com/attendee/244342075. Shortly after the conclusion of the conference call, a webcast replay will be available on the Arrow website for one year.

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About Arrow Electronics

Arrow Electronics guides innovation forward for thousands of leading technology manufacturers and service providers. With 2023 sales of $33 billion, Arrow develops technology solutions that help improve business and daily life. Learn more at arrow.com.

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Information Relating to Forward-Looking Statements

This press release includes “forward-looking” statements, as the term is defined under the federal securities laws, including but not limited to statements regarding: Arrow’s future financial performance, including its outlook on financial results for the third quarter of fiscal 2024 such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, interest and other

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​ expense, impact to sales due to changes in foreign currencies, intangible amortization expense per diluted share, restructuring & integration charges per diluted share, and expectations regarding market demand and conditions and shareholder returns. These and other 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: unfavorable economic conditions; disruptions or inefficiencies in the supply chain; political instability and changes; impacts of military conflict and sanctions; industry conditions; changes in product supply, pricing and customer demand; competition; other vagaries in the global components and the global ECS markets; deteriorating economic conditions, including economic recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; the effects of natural or man-made catastrophic events; 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; breaches of security or privacy of business information and information system failures, including related to current or future implementations, integrations and upgrades; outbreaks, epidemics, pandemics, or public health crises; and the company's ability to generate positive 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 the company's most recent 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.

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 provides certain non-GAAP financial information. The company provides the following non-GAAP metrics: sales, operating income (including by business segment), income before income taxes, net income attributable to shareholders, effective tax rate and net income per share on a diluted basis. The foregoing non-GAAP measures are adjusted by certain of the following, as applicable: impact of changes in foreign currencies (referred to as “changes in foreign currencies” or “on a constant currency basis”) by re-translating prior-period results at current period foreign exchange rates; identifiable intangible asset amortization, restructuring, integration, and other charges; net gains and losses on investments; impact of wind down to inventory; loss on extinguishment of debt; and impact of tax legislation changes. Management believes that providing this additional information is useful to the reader to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, in conjunction with, and not as a substitute for, data presented in accordance with GAAP. For further discussion of our non-GAAP measures and related adjustments, refer to the section entitled “Management’s Discussion and Analysisof Financial Condition and Results of Operations**”** in the company's most recent Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K.

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Contacts		​
Investors:	​	Brad Windbigler,
​	​	Treasurer and Vice President, Investor Relations
​	​	720-654-9893
​	​	​
Media:	​	John Hourigan,
​	​	Vice President, Public Affairs and Corporate Marketing
​	​	303-824-4586

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​ ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Quarter Ended					​	Six Months Ended
​		​	June 29, 2024		​	July 1, 2023		​	June 29, 2024		​	July 1, 2023
​	​	​	​	​	​	​	​	​	​	​	​	​
Sales	​	$	6,892,868	​	$	8,514,516	​	$	13,817,128	​	$	17,250,944
Cost of sales	​		6,046,424	​		7,448,467	​		12,112,858	​		15,071,073
Gross profit	​		846,444	​		1,066,049	​		1,704,270	​		2,179,871
Operating expenses:	​			​			​			​
Selling, general, and administrative	​		552,595	​		617,202	​		1,135,921	​		1,259,633
Depreciation and amortization	​		41,037	​		46,264	​		82,764	​		92,943
Restructuring, integration, and other	​		40,537	​		10,333	​		87,393	​		12,893
​	​		634,169	​		673,799	​		1,306,078	​		1,365,469
Operating income	​		212,275	​		392,250	​		398,192	​		814,402
Equity in earnings of affiliated companies	​		1,254	​		3,061	​		910	​		2,981
(Loss) gain on investments, net	​		(4,615)	​		497	​		(4,517)	​		10,808
Loss on extinguishment of debt	​	​	(1,657)	​	​	—	​	​	(1,657)	​	​	—
Employee benefit plan expense, net	​		(980)	​		(803)	​		(1,913)	​		(1,656)
Interest and other financing expense, net	​		(66,891)	​		(84,834)	​		(146,495)	​		(164,492)
Income before income taxes	​		139,386	​		310,171	​		244,520	​		662,043
Provision for income taxes	​		29,762	​		72,380	​		51,798	​		148,927
Consolidated net income	​		109,624	​		237,791	​		192,722	​		513,116
Noncontrolling interests	​		926	​		1,232	​		423	​		2,807
Net income attributable to shareholders	​	$	108,698	​	$	236,559	​	$	192,299	​	$	510,309
Net income per share:	​			​			​			​
Basic	​	$	2.03	​	$	4.17	​	$	3.56	​	$	8.84
Diluted	​	$	2.01	​	$	4.12	​	$	3.53	​	$	8.74
Weighted-average shares outstanding:	​			​			​			​
Basic	​		53,640	​		56,720	​		53,944	​		57,726
Diluted	​		54,181	​		57,355	​		54,496	​		58,409

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​ ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

(Unaudited)

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​		June 29, 2024			December 31, 2023
​	​	​	​	​	​	​
ASSETS		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	213,009	​	$	218,053
Accounts receivable, net	​		10,886,501	​		12,238,073
Inventories	​		4,654,793	​		5,187,225
Other current assets	​		1,010,942	​		684,126
Total current assets	​		16,765,245	​		18,327,477
Property, plant, and equipment, at cost:	​			​
Land	​		5,691	​		5,691
Buildings and improvements	​		190,109	​		195,579
Machinery and equipment	​		1,623,869	​		1,632,606
​	​		1,819,669	​		1,833,876
Less: Accumulated depreciation and amortization	​		(1,319,945)	​		(1,303,136)
Property, plant, and equipment, net	​		499,724	​		530,740
Investments in affiliated companies	​		60,400	​		62,741
Intangible assets, net	​		112,470	​		127,440
Goodwill	​		2,052,701	​		2,050,426
Other assets	​		617,226	​		627,344
Total assets	​	$	20,107,766	​	$	21,726,168
LIABILITIES AND EQUITY	​			​
Current liabilities:	​			​
Accounts payable	​	$	8,770,862	​	$	10,070,015
Accrued expenses	​		1,687,273	​		1,463,915
Short-term borrowings, including current portion of long-term debt	​		860,538	​		1,653,954
Total current liabilities	​		11,318,673	​		13,187,884
Long-term debt	​		2,479,313	​		2,153,553
Other liabilities	​		495,730	​		507,424
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Equity:	​			​
Shareholders’ equity:	​			​
Common stock, par value $1:	​			​
Authorized - 160,000 shares in both 2024 and 2023	​			​		​
Issued - 58,046 and 57,691 shares in 2024 and 2023	​		58,046	​		57,691
Capital in excess of par value	​		574,530	​		553,340
Treasury stock (5,101 and 3,880 shares in 2024 and 2023, respectively), at cost	​		(456,123)	​		(297,745)
Retained earnings	​		5,982,516	​		5,790,217
Accumulated other comprehensive loss	​		(415,666)	​		(298,039)
Total shareholders’ equity	​		5,743,303	​		5,805,464
Noncontrolling interests	​		70,747	​		71,843
Total equity	​		5,814,050	​		5,877,307
Total liabilities and equity	​	$	20,107,766	​	$	21,726,168

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​ ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

​	​	​	​	​	​	​
​	​	Quarter Ended
​		June 29, 2024			July 1, 2023
Cash flows from operating activities:		​			​
Consolidated net income	​	$	109,624	​	$	237,791
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:	​			​
Depreciation and amortization	​		41,037	​		46,264
Amortization of stock-based compensation	​		8,253	​		8,852
Equity in earnings of affiliated companies	​		(1,254)	​		(3,061)
Deferred income taxes	​		(4,597)	​		(25,869)
Loss on extinguishment of debt	​	​	1,657	​		—
Loss (gain) on investments, net	​		4,750	​	​	(497)
Other	​		3,675	​		1,665
Change in assets and liabilities, net of effects of acquired businesses:	​		​	​		​
Accounts receivable, net	​		155,886	​		(377,117)
Inventories	​		130,661	​		58,148
Accounts payable	​		(160,026)	​		(8,558)
Accrued expenses	​		251,990	​		(83,267)
Other assets and liabilities	​		(221,475)	​		18,845
Net cash provided by (used for) operating activities	​		320,181	​		(126,804)
Cash flows from investing activities:	​		​	​		​
Acquisition of property, plant, and equipment	​		(22,101)	​		(16,991)
Other	​	​	1,313	​	​	95
Net cash used for investing activities	​		(20,788)	​		(16,896)
Cash flows from financing activities:	​		​	​	​	​
Change in short-term and other borrowings	​		(434,845)	​		344,389
Proceeds from (repayments of) long-term bank borrowings, net	​		196,575	​		(43,786)
Net proceeds from note offering	​	​	494,678	​	​	(2,332)
Redemption of notes	​		(500,000)	​		—
Proceeds from exercise of stock options	​		1,839	​		10,447
Repurchases of common stock	​		(75,353)	​		(212,416)
Settlement of forward-starting interest rate swap	​		—	​		56,711
Other	​		(141)	​		(142)
Net cash (used for) provided by financing activities	​	​	(317,247)	​	​	152,871
Effect of exchange rate changes on cash	​		(11,947)	​		25,657
Net (decrease) increase in cash and cash equivalents	​		(29,801)	​		34,828
Cash and cash equivalents at beginning of period	​		242,810	​		205,554
Cash and cash equivalents at end of period	​	$	213,009	​	$	240,382

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	​	7

​

​ ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

​	​	​	​	​	​	​
​	​	Six Months Ended
​		June 29, 2024			July 1, 2023
Cash flows from operating activities:		​			​
Consolidated net income	​	$	192,722	​	$	513,116
Adjustments to reconcile consolidated net income to net cash provided by operations:	​			​
Depreciation and amortization	​		82,764	​		92,943
Amortization of stock-based compensation	​		21,700	​		28,349
Equity in earnings of affiliated companies	​		(910)	​		(2,981)
Deferred income taxes	​		(7,398)	​		(33,399)
Loss on extinguishment of debt	​	​	1,657	​		—
Loss (gain) on investments, net	​		4,763	​		(10,808)
Other	​		4,864	​		2,986
Change in assets and liabilities, net of effects of acquired businesses:	​		​	​
Accounts receivable, net	​		1,213,562	​		1,324,772
Inventories	​		493,474	​		(141,373)
Accounts payable	​		(1,237,812)	​		(1,513,259)
Accrued expenses	​		273,043	​		(215,583)
Other assets and liabilities	​		(319,038)	​		52,237
Net cash provided by operating activities	​		723,391	​		97,000
Cash flows from investing activities:	​			​
Acquisition of property, plant, and equipment	​		(51,636)	​		(37,105)
Other	​		6,452	​		10,962
Net cash used for investing activities	​		(45,184)	​		(26,143)
Cash flows from financing activities:	​			​
Change in short-term and other borrowings	​		(1,144,520)	​		198,339
Proceeds from (repayments of) long-term bank borrowings, net	​		673,607	​		(9,426)
Net proceeds from note offering	​		494,678	​		496,268
Redemption of notes	​	​	(500,000)	​	​	(300,000)
Proceeds from exercise of stock options	​		4,768	​		16,381
Repurchases of common stock	​		(163,301)	​		(516,217)
Settlement of forward-starting interest rate swap	​		—	​		56,711
Other	​		(141)	​		(142)
Net cash used for financing activities	​		(634,909)	​		(58,086)
Effect of exchange rate changes on cash	​		(48,342)	​		50,696
Net (decrease) increase in cash and cash equivalents	​		(5,044)	​		63,467
Cash and cash equivalents at beginning of period	​		218,053	​		176,915
Cash and cash equivalents at end of period	​	$	213,009	​	$	240,382

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	​	8

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​ ARROW ELECTRONICS, INC.

NON-GAAP SALES RECONCILIATION

(In thousands)

(Unaudited)

​	​	​	​	​	​	​	​	​	​
​		Quarter Ended
​		June 29, 2024			July 1, 2023			% Change
​	​	​	​	​	​	​	​	​	​
Consolidated sales, as reported	​	$	6,892,868	​	$	8,514,516		(19.0)	%
Impact of changes in foreign currencies	​		—	​		(52,232)			​
Consolidated sales, constant currency	​	$	6,892,868	​	$	8,462,284		(18.5)	%
​	​	​	​	​	​	​	​	​	​
Global components sales, as reported	​	$	5,032,031	​	$	6,682,882		(24.7)	%
Impact of changes in foreign currencies	​		—	​		(44,642)			​
Global components sales, constant currency	​	$	5,032,031	​	$	6,638,240		(24.2)	%
​	​	​	​	​	​	​	​	​	​
Americas components sales, as reported	​	$	1,572,840	​	$	2,066,562		(23.9)	%
Impact of changes in foreign currencies	​		—	​		(1,513)			​
Americas components sales, constant currency	​	$	1,572,840	​	$	2,065,049		(23.8)	%
​	​	​	​	​	​	​	​	​	​
Asia components sales, as reported	​	$	2,019,697	​	$	2,462,841		(18.0)	%
Impact of changes in foreign currencies	​		—	​		(17,330)			​
Asia components sales, constant currency	​	$	2,019,697	​	$	2,445,511		(17.4)	%
​	​	​	​	​	​	​	​	​	​
EMEA components sales, as reported	​	$	1,439,494	​	$	2,153,479		(33.2)	%
Impact of changes in foreign currencies	​		—	​		(25,799)			​
EMEA components sales, constant currency	​	$	1,439,494	​	$	2,127,680		(32.3)	%
​	​	​	​	​	​	​	​	​	​
Global ECS sales, as reported	​	$	1,860,837	​	$	1,831,634		1.6	%
Impact of changes in foreign currencies	​		—	​		(7,590)			​
Global ECS sales, constant currency	​	$	1,860,837	​	$	1,824,044		2.0	%
​	​	​	​	​	​	​	​	​	​
Americas ECS sales, as reported	​	$	964,070	​	$	1,000,506		(3.6)	%
Impact of changes in foreign currencies	​		—	​		(1,709)			​
Americas ECS sales, constant currency	​	$	964,070	​	$	998,797		(3.5)	%
​	​	​	​	​	​	​	​	​	​
EMEA ECS sales, as reported	​	$	896,767	​	$	831,128		7.9	%
Impact of changes in foreign currencies	​		—	​		(5,881)			​
EMEA ECS sales, constant currency	​	$	896,767	​	$	825,247		8.7	%

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	​	9

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​

ARROW ELECTRONICS, INC.

NON-GAAP SALES RECONCILIATION

(In thousands)

(Unaudited)

​	​	​	​	​	​	​	​	​	​
​		Six Months Ended
​		June 29, 2024			July 1, 2023			% Change
​	​	​	​	​	​	​	​	​	​
Consolidated sales, as reported	​	$	13,817,128	​	$	17,250,944	​	(19.9)	%
Impact of changes in foreign currencies	​		—	​		(42,862)	​		​
Consolidated sales, constant currency	​	$	13,817,128	​	$	17,208,082	​	(19.7)	%
​	​	​	​	​	​	​	​	​	​
Global components sales, as reported	​	$	10,223,448	​	$	13,538,675	​	(24.5)	%
Impact of changes in foreign currencies	​		—	​		(48,805)	​		​
Global components sales, constant currency	​	$	10,223,448	​	$	13,489,870	​	(24.2)	%
​	​	​	​	​	​	​	​	​	​
Americas components sales, as reported	​	$	3,169,532	​	$	4,300,015	​	(26.3)	%
Impact of changes in foreign currencies	​		—	​		(2,185)	​		​
Americas components sales, constant currency	​	$	3,169,532	​	$	4,297,830	​	(26.3)	%
​	​	​	​	​	​	​	​	​	​
Asia components sales, as reported	​	$	3,957,915	​	$	4,839,036	​	(18.2)	%
Impact of changes in foreign currencies	​		—	​		(41,966)	​		​
Asia components sales, constant currency	​	$	3,957,915	​	$	4,797,070	​	(17.5)	%
​	​	​	​	​	​	​	​	​	​
EMEA components sales, as reported	​	$	3,096,001	​	$	4,399,624	​	(29.6)	%
Impact of changes in foreign currencies	​		—	​		(4,654)	​		​
EMEA components sales, constant currency	​	$	3,096,001	​	$	4,394,970	​	(29.6)	%
​	​	​	​	​	​	​	​	​	​
Global ECS sales, as reported	​	$	3,593,680	​	$	3,712,269	​	(3.2)	%
Impact of changes in foreign currencies	​		—	​		5,943	​		​
Global ECS sales, constant currency	​	$	3,593,680	​	$	3,718,212	​	(3.3)	%
​	​	​	​	​	​	​	​	​	​
Americas ECS sales, as reported	​	$	1,871,818	​	$	1,998,620	​	(6.3)	%
Impact of changes in foreign currencies	​		—	​		(2,539)	​		​
Americas ECS sales, constant currency	​	$	1,871,818	​	$	1,996,081	​	(6.2)	%
​	​	​	​	​	​	​	​	​	​
EMEA ECS sales, as reported	​	$	1,721,862	​	$	1,713,649	​	0.5	%
Impact of changes in foreign currencies	​		—	​		8,482	​		​
EMEA ECS sales, constant currency	​	$	1,721,862	​	$	1,722,131	​	(0.0)	%

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	​	10

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​ ARROW ELECTRONICS, INC.

NON-GAAP EARNINGS RECONCILIATION

(In thousands except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Three months ended June 29, 2024
​		Reported			Intangible			Restructuring,			Impact of		​	​	Non	​	​		​	​
​	​	GAAP		​	amortization		​	Integration		​	Wind		​	​	recurring	​	​	​	Non-GAAP
​	​	measure		​	expense		​	and other		​	Down^(1)^		​	​	tax items	​	Other^(2)^	​	measure
Operating income	​	$	212,275	​	$	7,456	​	$	40,537	​	$	1,627	​	$	—	$	—	​	​	261,895	​
Income before income taxes	​		139,386	​		7,456	​		40,537	​		1,627	​		—		6,272	​		195,278	​
Net income attributable to shareholders	​	$	108,698	​	$	5,457	​	$	30,323	​	$	1,238	​	$	—	$	4,766	​	$	150,482	​
Net income per diluted share ^(4)^	​	$	2.01	​	$	0.10	​	$	0.56	​	$	0.02	​	$	—	$	0.09	​	$	2.78	​
Effective tax rate ^(5)^	​		21.4	%		​	​			​		​	​		​		​	​		22.4	%

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1

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Three months ended July 1, 2023
​		Reported			Intangible			Restructuring,			Impact of		​	​	Non	​	​		​	​
​	​	GAAP		​	amortization		​	Integration		​	Wind		​	​	recurring	​	​	​	Non-GAAP
​	​	measure		​	expense		​	and other		​	Down^(1)^		​	​	tax items	​	Other^(3)^	​	measure
Operating income	​	$	392,250	​	$	7,908	​	$	10,333	​	$	—	​	$	—	$	—	​	$	410,491	​
Income before income taxes	​		310,171	​		7,908	​		10,333	​		—	​		—		(497)	​		327,915	​
Net income attributable to shareholders	​	$	236,559	​	$	5,780	​	$	7,736	​	$	—	​	$	942	$	(378)	​	$	250,639	​
Net income per diluted share ^(4)^	​	$	4.12	​	$	0.10	​	$	0.13	​	$	—	​	$	0.02	$	(0.01)	​	$	4.37	​
Effective tax rate ^(5)^	​		23.3	%		​	​			​			​					​		23.1	%

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	​	11

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​ ARROW ELECTRONICS, INC.

NON-GAAP EARNINGS RECONCILIATION

(In thousands except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Six months ended June 29, 2024
​		Reported			Intangible			Restructuring,			Impact of		​	​	Non	​	​	​	​	​
​	​	GAAP		​	amortization		​	Integration		​	Wind		​	​	recurring	​	​	​	Non-GAAP
​		measure			expense			and other		​	Down^(1)^		​	​	tax items	​	Other^(2)^	​	measure		​
Operating income	​	$	398,192	​	$	15,002	​	$	87,393	​	$	12,086	​	$	—	$	—	​	$	512,673	​
Income before income taxes	​		244,520	​		15,002	​		87,393	​		12,086	​		—		6,174	​		365,175	​
Net income attributable to shareholders	​	$	192,299	​	$	10,989	​	$	65,165	​	$	9,195	​	$	—	$	4,692	​	$	282,340	​
Net income per diluted share ^(4)^	​	$	3.53	​	$	0.20	​	$	1.20	​	$	0.17	​	$	—	$	0.09	​	$	5.18	​
Effective tax rate ^(5)^	​		21.2	%		​	​			​		​	​					​		22.5	%

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Six months ended July 1, 2023
​		Reported			Intangible			Restructuring,			Impact of		​	​	Non	​	​	​	​
​	​	GAAP		​	amortization		​	Integration		​	Wind		​	​	recurring	​	​	​	Non-GAAP
​	​	measure		​	expense		​	and other		​	Down^(1)^		​	​	tax items	​	Other^(3)^	​	measure
Operating income	​	$	814,402	​	$	15,888	​	$	12,893	​	$	—	​	$	—	$	—	​	$	843,183	​
Income before income taxes	​		662,043	​		15,888	​		12,893	​		—	​		—		(10,808)	​		680,016	​
Net income attributable to shareholders	​	$	510,309	​	$	11,616	​	$	9,576	​	$	—	​	$	942	$	(8,218)	​	$	524,225	​
Net income per diluted share ^(4)^	​	$	8.74	​	$	0.20	​	$	0.16	​	$	—	​	$	0.02	$	(0.14)	​	$	8.98	​
Effective tax rate ^(5)^	​		22.5	%		​	​			​			​					​		22.5	%

​

​

---

(1) Includes write downs of inventory related to the wind down of a business.

(2) Other includes loss (gain) on investments, net and loss on extinguishment of debt.

(3) Other includes loss (gain) on investments, net.

(4) The sum of the components for non-GAAP diluted EPS, as adjusted may not agree to totals, as presented, due to rounding.

(5) The items as shown in this table, represent the reconciling items for the tax rate as reported and as a non-GAAP measure.

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	​	12

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​ ARROW ELECTRONICS, INC.

SEGMENT INFORMATION

(In thousands)

(Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Quarter Ended						Six Months Ended
​		June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Sales:	​	​		​	​		​	​		​	​
Global components	​	$	5,032,031	​	$	6,682,882	​	$	10,223,448	​	$	13,538,675
Global ECS	​		1,860,837	​		1,831,634	​		3,593,680	​		3,712,269
Consolidated	​	$	6,892,868	​	$	8,514,516	​	$	13,817,128	​	$	17,250,944
Operating income (loss):	​			​			​			​
Global components (a)	​	$	210,201	​	$	381,314	​	$	435,763	​	$	798,853
Global ECS (b)	​		102,581	​		86,228	​		174,040	​		167,327
Corporate (c)	​		(100,507)	​		(75,292)	​		(211,611)	​		(151,778)
Consolidated	​	$	212,275	​	$	392,250	​	$	398,192	​	$	814,402

​

(a)	Global components operating income includes charges of $1.6 million and $12.1 million in inventory write downs related to the wind down of a business for the second quarter and first six months of 2024, respectively.
(b)	Global ECS operating income includes a $20.0 million benefit related to the reversal of an allowance for credit losses due to the collection of certain aged receivables for the second quarter and first six months of 2024.
---	---
(c)	Corporate operating (loss) includes restructuring, integration, and other charges of $40.5 million and $87.4 million for the second quarter and first six months of 2024, respectively, and $10.3 million and $12.9 million for the second quarter and first six months of 2023, respectively.
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​

NON-GAAP SEGMENT RECONCILIATION

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Quarter Ended						Six Months Ended
​		June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Global components operating income, as reported	​	$	210,201	​	$	381,314	​	$	435,763	​	$	798,853
Intangible assets amortization expense	​		6,399	​		6,679	​		12,887	​		13,424
Impact of wind down to inventory	​		1,627	​		—	​		12,086	​		—
Global components non-GAAP operating income	​	$	218,227	​	$	387,993	​	$	460,736	​	$	812,277
​	​	​	​	​	​	​	​	​	​	​	​	​
Global ECS operating income, as reported	​	$	102,581	​	$	86,228	​	$	174,040	​	$	167,327
Intangible assets amortization expense	​		1,057	​		1,229	​		2,115	​		2,464
Global ECS non-GAAP operating income	​	$	103,638	​	$	87,457	​	$	176,155	​	$	169,791

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	​	13

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