arw-20211104
0000007536FALSE00000075362021-11-042021-11-04

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): November 4, 2021

ARROW ELECTRONICS INC
(Exact Name of Registrant as Specified in Charter)

New York1-448211-1806155
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)

9201 East Dry Creek Road,Centennial,CO80112
(Address of principal executive offices)(Zip Code)

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:

☐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))

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

Title of each classTrading Symbol(s)Name of the exchange on which registered
Common Stock, $1 par valueARWNew York Stock Exchange

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. ☐
 



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 4, 2021, the Registrant issued a press release announcing its third quarter 2021 earnings.  A copy of the press release is attached hereto as an Exhibit (99.1).

On November 4, 2021, the Registrant also issued a press release containing a third quarter 2021 CFO commentary related to its third quarter 2021 earnings.  A copy of that press release is attached hereto as an Exhibit (99.2).

The information in this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           EXHIBITS

Exhibit NumberDescription
   
   
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

  ARROW ELECTRONICS, INC.
 
   
Date:November 4, 2021By:/s/ Carine Jean-Claude
  Name:Carine Jean-Claude
  Title:Senior Vice President, Chief Legal Officer and Secretary
 


ARROW ELECTRONICS, INC.
9201 E. DRY CREEK ROAD
CENTENNIAL, CO 80112
303-824-4000
NEWS

Exhibit 99.1
Arrow Electronics Reports Third-Quarter 2021 Results
-- Record Gross Profit, Operating Income, and Earnings per Share --
-- Third-Quarter Earnings Per Share of $4.00; Non-GAAP Earnings Per Share of $4.04 --
CENTENNIAL, Colo.--(BUSINESS WIRE)-Nov. 4, 2021--Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2021 sales of $8.51 billion, an increase of 18 percent from sales of $7.23 billion in the third quarter of 2020. Third-quarter net income was $290 million, or $4.00 per share on a diluted basis, compared with a net income of $166 million, or $2.13 per share on a diluted basis, in the third quarter of 2020. Non-GAAP net income1 was $293 million, or $4.04 per share on a diluted basis, in the third quarter of 2021, compared with non-GAAP net income of $162 million, or $2.08 per share on a diluted basis, in the third quarter of 2020.
“Arrow’s unwavering commitment to our customers’ success continues to foster expanding opportunities for our own business in the areas of supply chain as a service, designed and engineered value-enhancing solutions, and secure management of mission-critical software workloads,” said Michael J. Long, chairman, president, and chief executive officer. “The value we deliver to customers and suppliers is inexorably linked to the value we capture for all of our stakeholders, which is enabling us to navigate through the near-term supply challenges. We expect component supply to remain well below demand in the coming quarters and through the better part of 2022.”
Global components third-quarter sales of $6.62 billion reflected an increase of 25 percent year over year and non-GAAP sales increased 24 percent year over year. Asia-Pacific components third-quarter sales increased 16 percent year over year and non-GAAP sales in the region increased 15 percent year over year. Americas components third-quarter sales increased 33 percent year over year. Europe components third-quarter sales increased 33 percent year over year and non-GAAP sales in the region increased 32 percent year over year. Global components third-quarter operating income was $385 million, and third-quarter non-GAAP operating income was $392 million.
“While global components sales were limited by product supply, we were able to attach higher value to those sales than ever before as shown by our margin expansion,” Mr. Long said. “Arrow has never worked harder to help alleviate our customers' and suppliers’ biggest problems with respect to getting components to manufacturing and products to market.”
Global enterprise computing solutions third-quarter sales of $1.89 billion reflected a decrease of 2 percent year over year and non-GAAP sales decreased 3 percent year over year. Europe enterprise computing solutions third-quarter sales increased 5 percent year over year and non-GAAP sales in the region increased 3 percent year over year. Americas enterprise computing solutions third-quarter sales decreased 6 percent year over year. Global enterprise computing solutions third-quarter operating income was $77 million, and third-quarter non-GAAP operating income was $79 million.
“Demand for complex IT solutions continues to grow, and we expect to see significant upside in this area when near-term project postponements and incompletions resulting from supply chain challenges are resolved,” said Mr. Long.

“We are taking advantage of the current environment to enhance the returns profile of our business while further solidifying our balance sheet. Our return on invested capital increased year over year for the sixth straight quarter, and our leverage ratios are at the lowest levels in ten years,” said Chris Stansbury, senior vice president and chief financial officer. “Our strong profitability, positive cash flow from operations, and the effective management of our balance sheet enabled us to deliver on our commitment to return cash to shareholders through the repurchase of approximately $250 million of shares for the second consecutive quarter. Our current repurchase authorization stands at approximately $413 million.”








1 A reconciliation of non-GAAP financial measures, including sales, gross profit, operating income, net income attributable to shareholders, and net income per share, to GAAP financial measures is presented in the reconciliation tables included herein.
image2.jpg
1




FOURTH-QUARTER 2021 OUTLOOK
•Consolidated sales of $8.55 billion to $9.15 billion, with global components sales of $6.35 billion to $6.65 billion, and global enterprise computing solutions sales of $2.2 billion to $2.5 billion
•Net income per share on a diluted basis of $4.19 to $4.35, and non-GAAP net income per share on a diluted basis1 of $4.37 to $4.53
•Average tax rate of approximately 23.5 percent compared to the long-term range of 23 to 25 percent
•Average diluted shares outstanding of 71 million
•Interest expense of approximately $32 million
•Expecting average USD-to-Euro exchange rate of $1.16 to €1; changes in foreign currencies to decrease sales by approximately $15 million, and earnings per share on a diluted basis by $.01 compared to the fourth quarter of 2020

Fourth-Quarter 2021 Outlook
Reported GAAP measureIntangible amortization expenseRestructuring & integration chargesNon-GAAP measure
Net income per diluted share$4.19 - $4.35$.09$.09$4.37 - $4.53
Please refer to the CFO commentary, which can be found at investor.arrow.com, as a supplement to the company’s earnings release.
Arrow Electronics guides innovation forward for over 180,000 leading technology manufacturers and service providers. With 2020 sales of $29 billion, Arrow develops technology solutions that improve business and daily life. Learn more at fiveyearsout.com.
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 fourth quarter of fiscal 2021, such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, average diluted shares outstanding, interest expense, average USD-to-Euro exchange rate, impact to sales due to changes in foreign currencies, intangible amortization expense per diluted share, restructuring and integration charges per diluted share, and expectation regarding market demand. 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 treat COVID-19, industry conditions, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global enterprise computing solutions markets, changes in relationships with key suppliers, increased profit margin pressure, foreign currency fluctuation, changes in legal and regulatory matters, non-compliance with certain regulations, such as export, anti-trust, 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 the company's periodic reports on Form 10-K and Form 10-Q and subsequent filings made 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 relating to sales, gross profit, operating income, income before income taxes, provision for income taxes, net income, and net income per basic and diluted share.
The company provides non-GAAP sales, gross profit, operating income, income before income taxes, provision for income taxes, net income, and net income per share on a diluted basis, which are non-GAAP measures adjusted for the impact of changes in foreign currencies (referred to as "changes in foreign currencies") by re-translating prior period results at current period foreign exchange rates, the impact of notes receivable reserves and recoveries related to the AFS business (referred to as “AFS notes receivable reserves and recoveries”), identifiable intangible asset amortization, restructuring, integration, and other charges, impairments of long-lived assets, the impact of wind down, gains and losses on investments, the impact of tax legislation changes, and pension settlement gains and losses.
The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers these items referred to above to be
image2.jpg
2




outside the company’s core operating results. This non-GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation.
The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, sales, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.
A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the tables below.
image2.jpg
3




ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Quarter EndedNine Months Ended
October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales$8,512,391 $7,231,260 $25,460,941 $20,219,171 
Cost of sales7,436,619 6,442,670 22,454,954 17,951,727 
Gross profit1,075,772 788,590 3,005,987 2,267,444 
Operating expenses:
Selling, general, and administrative expenses
625,883 504,211 1,802,534 1,539,520 
Depreciation and amortization
48,054 46,732 146,924 140,654 
Impairments— 2,305 4,482 7,223 
Restructuring, integration, and other charges (credits)(3,030)(2,840)7,157 6,948 
670,907 550,408 1,961,097 1,694,345 
Operating income404,865 238,182 1,044,890 573,099 
Equity in earnings of affiliated companies1,151 61 2,185 308 
Gain (loss) on investments, net1,386 2,726 10,905 (3,183)
Employee benefit plan (expense) credit, net(1,256)595 (3,924)(1,687)
Interest and other financing expense, net(32,667)(30,461)(97,008)(105,596)
Income before income taxes373,479 211,103 957,048 462,941 
Provision for income taxes82,929 44,707 218,068 113,453 
Consolidated net income290,550 166,396 738,980 349,488 
Noncontrolling interests523 336 1,991 1,121 
Net income attributable to shareholders$290,027 $166,060 $736,989 $348,367 
Net income per share:
Basic$4.05 $2.15 $10.04 $4.42 
Diluted$4.00 $2.13 $9.92 $4.39 
Weighted-average shares outstanding:
Basic71,671 77,390 73,426 78,807 
Diluted72,571 78,086 74,313 79,404 
image2.jpg
4




ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
(Unaudited)
October 2, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$215,932 $373,615 
Accounts receivable, net9,329,427 9,205,343 
Inventories3,834,988 3,287,308 
Other current assets345,317 286,633 
Total current assets13,725,664 13,152,899 
Property, plant, and equipment, at cost:  
Land5,691 7,940 
Buildings and improvements188,205 207,614 
Machinery and equipment1,537,671 1,553,371 
 1,731,567 1,768,925 
Less: Accumulated depreciation and amortization(1,026,172)(969,320)
Property, plant, and equipment, net705,395 799,605 
Investments in affiliated companies69,022 76,358 
Intangible assets, net204,458 233,819 
Goodwill2,090,248 2,115,469 
Other assets635,673 675,761 
Total assets$17,430,460 $17,053,911 
LIABILITIES AND EQUITY  
Current liabilities:  
Accounts payable$8,005,207 $7,937,889 
Accrued expenses1,142,753 1,034,361 
Short-term borrowings, including current portion of long-term debt353,915 158,633 
Total current liabilities9,501,875 9,130,883 
Long-term debt2,039,761 2,097,940 
Other liabilities651,196 676,136 
Equity:  
Shareholders’ equity:  
Common stock, par value $1:  
Authorized - 160,000 shares in both 2021 and 2020  
Issued - 125,424 shares in both 2021 and 2020125,424 125,424 
Capital in excess of par value1,183,009 1,165,850 
Treasury stock (55,370 and 50,581 shares in 2021 and 2020, respectively), at cost(3,380,984)(2,776,821)
 Retained earnings7,416,740 6,679,751 
 Accumulated other comprehensive loss(165,711)(104,885)
Total shareholders’ equity5,178,478 5,089,319 
Noncontrolling interests59,150 59,633 
Total equity5,237,628 5,148,952 
Total liabilities and equity$17,430,460 $17,053,911 
image2.jpg
5




ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended
October 2, 2021September 26, 2020
Cash flows from operating activities:
Consolidated net income$290,550 $166,396 
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization48,054 46,732 
Amortization of stock-based compensation7,639 6,285 
Equity in earnings of affiliated companies(1,151)(61)
Deferred income taxes(2,715)(7,369)
Impairments— 2,305 
Gain on investments, net(1,301)(2,727)
Other1,539 3,995 
Change in assets and liabilities, net of effects of acquired and disposed businesses:
Accounts receivable, net(545,314)87,402 
Inventories(211,554)207,646 
Accounts payable413,992 (176,973)
Accrued expenses91,481 (41,889)
Other assets and liabilities23,026 (17,015)
Net cash provided by operating activities114,246 274,727 
Cash flows from investing activities:
Acquisition of property, plant, and equipment(21,176)(30,013)
Other373 (9,116)
Net cash used for investing activities(20,803)(39,129)
Cash flows from financing activities:
Change in short-term and other borrowings(1,155)(78,966)
Proceeds from long-term bank borrowings, net154,994 328 
Proceeds from exercise of stock options3,621 2,233 
Repurchases of common stock(250,221)(153,011)
Net cash used for financing activities(92,761)(229,416)
Effect of exchange rate changes on cash(28,820)15,009 
Net increase (decrease) in cash and cash equivalents(28,138)21,191 
Cash and cash equivalents at beginning of period244,070 205,828 
Cash and cash equivalents at end of period$215,932 $227,019 
image2.jpg
6




ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
October 2, 2021September 26, 2020
Cash flows from operating activities:
Consolidated net income$738,980 $349,488 
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization146,924 140,654 
Amortization of stock-based compensation29,606 28,602 
Equity in earnings of affiliated companies(2,185)(308)
Deferred income taxes9,354 38,976 
Impairments4,482 7,223 
Loss (gain) on investments, net(10,820)3,198 
Other3,190 4,043 
Change in assets and liabilities, net of effects of acquired and disposed businesses:
Accounts receivable, net(262,272)533,570 
Inventories(581,766)260,573 
Accounts payable136,329 (228,000)
Accrued expenses174,583 29,154 
Other assets and liabilities4,685 (7,336)
Net cash provided by operating activities391,090 1,159,837 
Cash flows from investing activities:
Acquisition of property, plant, and equipment(62,285)(89,555)
Proceeds from sale of property, plant, and equipment22,171 — 
Other373 (14,582)
Net cash used for investing activities(39,741)(104,137)
Cash flows from financing activities:
Change in short-term and other borrowings(15,986)(86,155)
Proceeds from (repayments of) long-term bank borrowings, net289,235 (411,362)
Redemption of notes(130,860)(209,366)
Proceeds from exercise of stock options44,938 5,963 
Repurchases of common stock(661,548)(384,750)
Settlement of forward-starting interest rate swap— (48,378)
Other(159)(141)
Net cash used for financing activities(474,380)(1,134,189)
Effect of exchange rate changes on cash(34,652)5,405 
Net decrease in cash and cash equivalents(157,683)(73,084)
Cash and cash equivalents at beginning of period373,615 300,103 
Cash and cash equivalents at end of period$215,932 $227,019 
image2.jpg
7




ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
Quarter Ended
October 2, 2021September 26, 2020% Change
Consolidated sales, as reported$8,512,391 $7,231,260 17.7 %
Impact of changes in foreign currencies— 54,931 
Non-GAAP consolidated sales$8,512,391 $7,286,191 16.8 %
Global components sales, as reported$6,623,926 $5,307,737 24.8 %
Impact of changes in foreign currencies— 34,663 
Non-GAAP global components sales$6,623,926 $5,342,400 24.0 %
Americas components sales, as reported$2,018,551 $1,515,962 33.2 %
Impact of changes in foreign currencies— 78 
Non-GAAP Americas components sales$2,018,551 $1,516,040 33.1 %
Asia components sales, as reported$3,009,390 $2,595,103 16.0 %
Impact of changes in foreign currencies— 18,496 
Non-GAAP Asia components sales$3,009,390 $2,613,599 15.1 %
Europe components sales, as reported$1,595,985 $1,196,672 33.4 %
Impact of changes in foreign currencies— 16,089 
Non-GAAP Europe components sales$1,595,985 $1,212,761 31.6 %
Global ECS sales, as reported$1,888,465 $1,923,523 (1.8)%
Impact of changes in foreign currencies— 20,268 
Non-GAAP global ECS sales$1,888,465 $1,943,791 (2.8)%
Americas ECS sales, as reported$1,203,663 $1,273,791 (5.5)%
Impact of changes in foreign currencies— 5,769 
Non-GAAP Americas ECS sales$1,203,663 $1,279,560 (5.9)%
Europe ECS sales, as reported$684,802 $649,732 5.4 %
Impact of changes in foreign currencies— 14,499 
Non-GAAP Europe ECS sales$684,802 $664,231 3.1 %
image2.jpg
8





ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
Nine Months Ended
October 2, 2021September 26, 2020% Change
Consolidated sales, as reported$25,460,941 $20,219,171 25.9 %
Impact of changes in foreign currencies— 476,218 
Non-GAAP Consolidated sales$25,460,941 $20,695,389 23.0 %
Global components sales, as reported$19,677,940 $14,579,593 35.0 %
Impact of changes in foreign currencies— 298,100 
Non-GAAP Global components sales$19,677,940 $14,877,693 32.3 %
Americas components sales, as reported$5,690,480 $4,557,661 24.9 %
Impact of changes in foreign currencies— 425 
Non-GAAP Americas components sales$5,690,480 $4,558,086 24.8 %
Asia components sales, as reported$9,332,211 $6,396,853 45.9 %
Impact of changes in foreign currencies— 60,105 
Non-GAAP Asia components sales$9,332,211 $6,456,958 44.5 %
Europe components sales, as reported$4,655,249 $3,625,079 28.4 %
Impact of changes in foreign currencies— 237,570 
Non-GAAP Europe components sales$4,655,249 $3,862,649 20.5 %
Global ECS sales, as reported$5,783,001 $5,639,578 2.5 %
Impact of changes in foreign currencies— 178,118 
Non-GAAP Global ECS sales$5,783,001 $5,817,696 (0.6)%
Americas ECS sales, as reported$3,522,356 $3,625,735 (2.9)%
Impact of changes in foreign currencies— 37,655 
Non-GAAP Americas ECS sales$3,522,356 $3,663,390 (3.8)%
Europe ECS sales, as reported$2,260,645 $2,013,843 12.3 %
Impact of changes in foreign currencies— 140,463 
Non-GAAP Europe ECS sales$2,260,645 $2,154,306 4.9 %
image2.jpg
9




ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Three months ended October 2, 2021
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
AFS Reserves & RecoveriesImpairmentsImpact of Wind Down
Other(1)
Non-GAAP
measure
Sales$8,512,391 $— $— $— $— $— $— $8,512,391 
Gross Profit1,075,772 — — — — — — 1,075,772 
Operating income404,865 9,202 (3,030)— — — — 411,037 
Income before income taxes373,479 9,202 (3,030)— — — (1,386)378,265 
Provision for income taxes82,929 2,353 (689)— — — (334)84,259 
Consolidated net income290,550 6,849 (2,341)— — — (1,052)294,006 
Noncontrolling interests523 147 — — — — — 670 
Net income attributable to shareholders$290,027 $6,702 $(2,341)$— $— $— $(1,052)$293,336 
Net income per diluted share (3)
$4.00 $0.09 $(0.03)$— $— $— $(0.01)$4.04 
Effective tax rate (4)
22.2 %22.3 %
Three months ended September 26, 2020
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
AFS Reserves & RecoveriesImpairmentsImpact of Wind Down
Other(3)
Non-GAAP
measure
Sales$7,231,260 $— $— $— $— $— $— $7,231,260 
Gross Profit788,590 — — — — (475)— 788,115 
Operating income238,182 9,352 (2,840)(233)2,305 (2,487)— 244,279 
Income before income taxes211,103 9,352 (2,840)(233)2,305 (2,478)(4,495)212,714 
Provision for income taxes44,707 2,396 (665)(56)556 (583)3,797 50,152 
Consolidated net income166,396 6,956 (2,175)(177)1,749 (1,895)(8,292)162,562 
Noncontrolling interests336 146 — — — — — 482 
Net income attributable to shareholders$166,060 $6,810 $(2,175)$(177)$1,749 $(1,895)$(8,292)$162,080 
Net income per diluted share (4)
$2.13 $0.09 $(0.03)$— $0.02 $(0.02)$(0.11)$2.08 
Effective tax rate (5)
21.2 %23.6 %
image2.jpg
10




ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Nine months ended October 2, 2021
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
AFS Reserves & RecoveriesImpairmentsImpact of Wind Down
Other(2)
Non-GAAP
measure
Sales$25,460,941 $— $— $— $— $— $— $25,460,941 
Gross Profit3,005,987 — — — — — — 3,005,987 
Operating income1,044,890 27,844 7,157 — 4,482 — — 1,084,373 
Income before income taxes957,048 27,844 7,157 — 4,482 — (10,724)985,807 
Provision for income taxes218,068 7,120 1,487 — 1,078 — (2,581)225,172 
Consolidated net income738,980 20,724 5,670 — 3,404 — (8,143)760,635 
Noncontrolling interests1,991 447 — — — — — 2,438 
Net income attributable to shareholders$736,989 $20,277 $5,670 $— $3,404 $— $(8,143)$758,197 
Net income per diluted share (4)
$9.92 $0.27 $0.08 $— $0.05 $— $(0.11)$10.20 
Effective tax rate (5)
22.8 %22.8 %
Nine months ended September 26, 2020
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
AFS Reserves & RecoveriesImpairmentsImpact of Wind Down
Other(3)
Non-GAAP
measure
Sales$20,219,171 $— $— $— $— $— $— $20,219,171 
Gross Profit2,267,444 — — — — (11,171)— 2,256,273 
Operating income573,099 29,041 6,948 (956)7,223 (14,311)— 601,044 
Income before income taxes462,941 29,041 6,948 (956)7,223 (14,292)1,414 492,319 
Provision for income taxes113,453 7,461 2,219 (231)2,356 (3,245)1,608 123,621 
Consolidated net income349,488 21,580 4,729 (725)4,867 (11,047)(194)368,698 
Noncontrolling interests1,121 420 — — — — — 1,541 
Net income attributable to shareholders$348,367 $21,160 $4,729 $(725)$4,867 $(11,047)$(194)$367,157 
Net income per diluted share (4)
$4.39 $0.27 $0.06 $(0.01)$0.06 $(0.14)$— $4.62 
Effective tax rate (5)
24.5 %25.1 %
(1) Other includes gain on investments, net.
(2) Other includes gain on investments, net and pension settlement loss.
(3) Other includes (gain) loss on investments, net, non-recurring tax items, and pension settlement gain.
(4) In all periods presented the sum of the components for 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 by GAAP measure and as a non-GAAP measure.



image2.jpg
11






ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
Quarter EndedNine Months Ended
October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales:
Global components$6,623,926 $5,307,737 $19,677,940 $14,579,593 
Global ECS1,888,465 1,923,523 5,783,001 5,639,578 
Consolidated$8,512,391 $7,231,260 $25,460,941 $20,219,171 
Operating income (loss):
Global components (a)$385,353 $203,603 $1,001,772 $550,206 
Global ECS (b)76,793 82,529 235,251 197,883 
Corporate (c)(57,281)(47,950)(192,133)(174,990)
Consolidated$404,865 $238,182 $1,044,890 $573,099 

(a)Global components operating income includes $12.5 million and $2.4 million related to proceeds from legal settlements for the first nine months of 2021 and 2020, respectively, and $4.5 million in impairment charges related to various long lived assets for the first nine months of 2021.
(b)Global ECS operating income for the first nine months of 2020 includes $4.9 million in impairment charges related to various long-lived assets, and reserves and other adjustments of approximately $29.9 million 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.
(c)Corporate operating income includes restructuring, integration, and other charges (credits) of $(3.0) million and $7.2 million for the third quarter and first nine months of 2021, respectively, and $(2.8) million and $6.9 million for the third quarter and first nine months of 2020, respectively, and $2.3 million of impairment charges related to long-lived assets for the third quarter and first nine months of 2020.

NON-GAAP SEGMENT RECONCILIATION
Quarter EndedNine Months Ended
October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Global components operating income, as reported$385,353 $203,603 $1,001,772 $550,206 
Intangible assets amortization expense6,974 7,014 20,973 21,653 
Impairments— — 4,482 — 
Impact of wind down— (2,487)— (14,311)
AFS notes receivable recoveries— (233)— (956)
Global components non-GAAP operating income$392,327 $207,897 $1,027,227 $556,592 
Global ECS operating income, as reported$76,793 $82,529 $235,251 $197,883 
Intangible assets amortization expense2,228 2,338 6,871 7,388 
Impairments— — — 4,918 
Global ECS non-GAAP operating income$79,021 $84,867 $242,122 $210,189 





Contact:            Steven O’Brien,
            Vice President, Investor Relations
            303-824-4544


Media Contact:        John Hourigan,
            Vice President, Global Communications
            303-824-4586
image2.jpg
12


1investor.arrow.com Third Quarter 2021 CFO Commentary As reflected in our earnings release, there are a number of items that impact the comparability of our results with those in the trailing quarter and prior quarter of last year. The discussion of our results may exclude these items to give you a better sense of our operating results. As always, the operating information we provide to you should be used as a complement to GAAP numbers. For a complete reconciliation between our GAAP and non-GAAP results, please refer to our earnings release and the earnings reconciliation found at the end of this document. The following reported and non-GAAP information included in this CFO commentary is unaudited and should be read in conjunction with the company’s Form 10-Q for the quarterly period ended October 2, 2021, and the Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Third-quarter 2021 diluted earnings per share increased 88% year over year; non- GAAP diluted earnings per share increased 94% year over year


 
Third-Quarter 2021 CFO Commentary 2investor.arrow.com Third-Quarter Summary Third-quarter results benefited from continued strong demand for electronic components and associated design, engineering and supply chain services. However, both global components and enterprise computing solutions were limited by the current shortfall between semiconductor and electronic component supply and demand from products with growing electronic content. Both businesses did well to adapt to severe supply chain challenges. Arrow Electronics' leadership position across a diverse portfolio of products and solutions drove all-time record quarterly gross profit, operating income and earnings per share. Financial performance is a direct outcome from driving success for our customers and all our stakeholders. During the third quarter, demand from customers across most key verticals, including transportation, industrial, communications, data networking, and computing, remained strong, but unsatiated. Arrow was able to procure some additional supply during the quarter, which with increased prices, led to sales near the high end of prior guidance. Customer mix, regional mix, uptake of services and solutions, and some higher prices drove operating growth at more than three times sales growth leading higher margins. For the enterprise computing solutions business, net sales were within the prior guidance range. Demand for complex, transformational IT projects was strong, and backlog increased significantly, but supply chain challenges limited hardware sales and had a dampening impact on associated software sales. Full-year 2021 operating income remains on track to increase year over year. Returns metrics further improved in the third quarter due to profit growth and the proactive management of working capital. Cash was returned to shareholders through the repurchase of 2.1 million shares for $250 million. This was the second consecutive quarter where repurchases totaled $250 million. Record gross profit, operating income, net income and earnings per share on a diluted basis for any quarter.


 
Third-Quarter 2021 CFO Commentary 3investor.arrow.com P&L Highlights* Q3 2021 Y/Y Change Y/Y Change Adjusted for Currency Q/Q Change Sales $8,512 18% 17% (1)% Gross Profit Margin 12.6% 170 bps 170 bps 90 bps Operating Income $405 70% 70% 19% Operating Margin 4.8% 150 bps 150 bps 80 bps Non-GAAP Operating Income $411 68% 68% 15% Non-GAAP Operating Margin 4.8% 140 bps 140 bps 60 bps Net Income $290 75% 74% 21% Diluted EPS $4.00 88% 88% 24% Non-GAAP Net Income $293 81% 81% 18% Non-GAAP Diluted EPS $4.04 94% 94% 21% Consolidated Overview Third Quarter 2021 * $ in millions, except per share data; may reflect rounding. • Consolidated sales were $8.51 billion – Above the midpoint of the prior expectation of $8.175 billion - $8.775 billion – Changes in foreign currencies positively impacted sales growth by approximately $55 million year over year – The prior sales expectation included an anticipated $40 million benefit to growth from currencies • Consolidated gross profit margin was 12.6% – Up 170 basis points year over year due to higher global components gross margins • Operating income margin and non-GAAP operating income margin were 4.8% – Operating expenses as a percentage of sales were 7.9%, up 30 basis points year over year – Non-GAAP operating expenses as a percentage of sales were 7.8%, up 30 basis points year over year • Interest and other expense, net was $33 million – Relatively in line with the prior expectation of $32 million


 
Third-Quarter 2021 CFO Commentary 4investor.arrow.com • Effective tax rate was 22.2% for the quarter and non-GAAP effective tax rate for the quarter was 22.3% – Effective tax rate was lower than the prior expectation of 23.5%, and the long-term target range of 23% - 25% – Expecting full-year 2021 effective tax rate to be near the low end of the target long-term range • Diluted shares outstanding were 72.6 million – In line with the prior expectation of 73 million • Diluted earnings per share were $4.00 – Above the prior expectation of $3.24 - $3.40 • Non-GAAP diluted earnings per share were $4.04 – Above the prior expectation of $3.42 - $3.58 – Changes in foreign currencies had no measurable impact on earnings per share compared to the third quarter of 2020 A reconciliation of non-GAAP financial measures, including sales, gross profit margin, operating expenses, operating income margin, effective tax rate, and diluted earnings per share, to GAAP financial measures is presented in the reconciliation tables included herein.


 
Third-Quarter 2021 CFO Commentary 5investor.arrow.com $204 $230 $289 $327 $385 $208 $236 $296 $339 $392 GAAP Non-GAAP Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $0 $100 $200 $300 $400 Components Global • Sales increased 25% year over year – Sales increased 24% year over year adjusted for changes in foreign currencies – Record quarterly sales • Lead times increased year over year • Backlog increased significantly year over year • Book-to-bill was above parity in all regions • Record quarterly operating income • Operating margin of 5.8% increased 200 basis points year over year • Non-GAAP operating margin of 5.9% increased 200 basis points year over year – Increased sales volumes, service uptake, and some higher prices resulted in increased margins year over year • Return on working capital increased year over year Global components third-quarter sales increased 25% year over year. Operating Income ($ in millions)


 
Third-Quarter 2021 CFO Commentary 6investor.arrow.com $1,516 $1,625 $1,701 $1,971 $2,019 Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $1,200 $1,300 $1,400 $1,500 $1,600 $1,700 $1,800 $1,900 $2,000 $2,100 Components Americas • Sales increased 33% year over year – Strong growth in transportation, industrial, communications, computing, consumer, and data processing sales year over year – Aerospace and defense and lighting sales increased year over year – Medical devices sales were approximately flat year over year Americas components sales increased 33% year over year. Sales ($ in millions)


 
Third-Quarter 2021 CFO Commentary 7investor.arrow.com $2,595 $2,935 $3,173 $3,149 $3,009 Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $1,400 $1,600 $1,800 $2,000 $2,200 $2,400 $2,600 $2,800 $3,000 $3,200 Components Asia • Sales increased 16% year over year – Sales increased 15% year over year adjusted for changes in foreign currencies – Record third-quarter sales – Strong growth in aerospace and defense, transportation, and computing sales year over year – Industrial sales increased year over year Asia components sales increased 16% year over year. Sales ($ in millions)


 
Third-Quarter 2021 CFO Commentary 8investor.arrow.com $1,197 $1,362 $1,569 $1,491 $1,596 Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 $1,600 $1,700 Components Europe Europe components sales increased 33% year over year. Sales ($ in millions) • Sales increased 33% year over year – Sales increased 32% year over year adjusted for changes in foreign currencies – Record third-quarter sales – Strong growth across nearly all verticals, including transportation, industrial, industrial automation equipment, aerospace & defense, medical devices, lighting, communications, computing, data processing, and consumer


 
Third-Quarter 2021 CFO Commentary 9investor.arrow.com $83 $156 $77 $81 $77 $85 $158 $80 $83 $79 GAAP Non-GAAP Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $20 $40 $60 $80 $100 $120 $140 $160 Enterprise Computing Solutions Global • Sales decreased 2% year over year – Sales decreased 3% year over year adjusted for changes in foreign currencies • Backlog increased significantly year over year and from the second quarter • Operating margin of 4.1% decreased 20 basis points year over year • Non-GAAP operating margin of 4.2% decreased 20 basis points year over year • Return on working capital remains favorable Enterprise computing solutions sales decreased 2% year over year. Operating Income ($ in millions)


 
Third-Quarter 2021 CFO Commentary 10investor.arrow.com $1,274 $1,484 $1,151 $1,167 $1,204 Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $600 $800 $1,000 $1,200 $1,400 $1,600 Enterprise Computing Solutions Americas • Sales decreased 6% year over year – Sales decreased 6% year over year adjusted for changes in foreign currencies – Networking billings increased year over year – Industry-standard and proprietary server billings decreased year over year ECS Americas sales decreased 6% year over year. Sales ($ in millions)


 
Third-Quarter 2021 CFO Commentary 11investor.arrow.com $650 $1,047 $791 $785 $685 Q3-'20 Q4-'20 Q1-'21 Q2-'21 Q3-'21 $400 $500 $600 $700 $800 $900 $1,000 $1,100 Enterprise Computing Solutions Europe • Sales increased 5% year over year – Sales increased 3% year over year adjusted for changes in foreign currencies – Record third-quarter sales – Strong growth in networking billings year over year – Storage, infrastructure software, services, and industry-standard server billings increased year over year – Proprietary server billings decreased year over year ECS Europe sales increased 5% year over year. Sales ($ in millions)


 
Third-Quarter 2021 CFO Commentary 12investor.arrow.com Cash Flow from Operations Cash flow from operating activities was $114 million in the quarter and was $591 million over the last 12 months. Working Capital The company reports return on working capital ("ROWC") and ROWC (non- GAAP) to provide investors an additional method for assessing working capital. The company uses ROWC to measure economic returns to help the company evaluate the effectiveness of investments in the inventories we chose to buy and the business arrangements we have with our customers and suppliers. ROWC was 31.4% in the third quarter, up 950 basis points year over year. ROWC (non-GAAP) was 31.9% in the third quarter, up 940 basis points year over year. Return on Invested Capital The company reports return on invested capital ("ROIC") and ROIC (non- GAAP) to provide investors an additional method for assessing operating income. Among other uses, the company uses ROIC to measure economic returns relative to our cost of capital in evaluating overall effectiveness of our business strategy. ROIC was 17.2% in the third quarter, up 630 basis points year over year. ROIC (non-GAAP) was 17.5% in the third quarter, up 670 basis points year over year. Share Buyback The company repurchased approximately 2.1 million shares of stock for $250 million during the quarter. Total cash returned to shareholders over the last 12 months was approximately $750 million. Debt and Liquidity Net debt totaled $2.18 billion. Total liquidity of $3.18 billion when including cash of $216 million. Total cash returned to shareholders was $750 million over the last 12 months.


 
Third-Quarter 2021 CFO Commentary 13investor.arrow.com Arrow Electronics Outlook Guidance We are expecting the average USD-to-Euro exchange rate for the fourth quarter of 2021 to be $1.16 to €1; changes in foreign currencies to decrease sales by approximately $15 million, and earnings per share on a diluted basis by $.01 compared to the fourth quarter of 2020. 1 Assumes an average tax rate of approximately 23.5% at the low end of the 23% to 25% target range. Quarter Closing Dates Beginning and ending dates may impact comparisons to prior periods Quarter Closing Dates First Second Third Fourth 2020 Mar. 28 Jun. 27 Sep. 26 Dec. 31 2021 Apr. 3 Jul. 3 Oct. 2 Dec. 31 2022 Apr. 2 Jul. 2 Oct. 1 Dec. 31 Fourth-Quarter 2021 Guidance Reconciliation Reported GAAP measure Intangible amortization expense Restructuring & integration charges Non-GAAP measure Net income per diluted share $4.19 - $4.35 $.09 $.09 $4.37 - $4.53 Fourth-Quarter 2021 Guidance Consolidated Sales $8.55 billion to $9.15 billion Global Components $6.35 billion to $6.65 billion Global ECS $2.2 billion to $2.5 billion Diluted Earnings Per Share1 $4.19 to $4.35 Non-GAAP Diluted Earnings Per Share1 $4.37 to $4.53 Interest and other expense, net $32 million Diluted shares outstanding 71 million


 
Third-Quarter 2021 CFO Commentary 14investor.arrow.com Risk Factors The discussion of the company’s business and operations should be read together with the risk factors contained in Item 1A of its most recent Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which the company is or may become subject. If any of the described events occur, the company’s business, results of operations, financial condition, liquidity, or access to the capital markets could be materially adversely affected. 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 fourth quarter of fiscal 2021, such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, average diluted shares outstanding, interest expense, average USD-to-Euro exchange rate, impact to sales due to changes in foreign currencies, intangible amortization expense per diluted share, restructuring and integration charges per diluted share, and expectation regarding market demand. 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 treat COVID-19, industry conditions, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global enterprise computing solutions markets, changes in relationships with key suppliers, increased profit margin pressure, foreign currency fluctuation, changes in legal and regulatory matters, non-compliance with certain regulations, such as export, anti-trust, 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 the company's periodic reports on Form 10-K and Form 10-Q and subsequent filings made 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.


 
Third-Quarter 2021 CFO Commentary 15investor.arrow.com 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 relating to sales, gross profit, operating income, income before income taxes, provision for income taxes, net income, net income per share on a diluted basis, effective tax rate, return on working capital, and return on invested capital. The company provides non-GAAP sales, gross profit, operating income, income before income taxes, provision for income taxes, net income, net income per share on a diluted basis, effective tax rate, return on working capital, and return on invested capital, which are non-GAAP measures adjusted for the impact of changes in foreign currencies (referred to as "changes in foreign currencies") by re-translating prior period results at current period foreign exchange rates, the impact of notes receivable reserves and recoveries related to the AFS business (referred to as “AFS notes receivable reserves and recoveries”), identifiable intangible asset amortization, restructuring, integration, and other charges, impairments of long-lived assets, the impact of wind down, gains and losses on investments, the impact of tax legislation changes, and pension settlement gains and losses. The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers these items referred to above to be outside the company’s core operating results. This non- GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, sales, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the tables below. Certain Non-GAAP Financial Information The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance.


 
Third-Quarter 2021 CFO Commentary 16investor.arrow.com Earnings Reconciliation Three months ended October 2, 2021 Reported GAAP measure Intangible amortization expense Restructuring & Integration credits AFS Reserves & Recoveries Impairments Impact of Wind Down Other(1) Non-GAAP measure Sales $ 8,512,391 $ — $ — $ — $ — $ — $ — $ 8,512,391 Gross Profit 1,075,772 — — — — — — 1,075,772 Operating income 404,865 9,202 (3,030) — — — — 411,037 Income before income taxes 373,479 9,202 (3,030) — — — (1,386) 378,265 Provision for income taxes 82,929 2,353 (689) — — — (334) 84,259 Consolidated net income 290,550 6,849 (2,341) — — — (1,052) 294,006 Noncontrolling interests 523 147 — — — — — 670 Net income attributable to shareholders $ 290,027 $ 6,702 $ (2,341) $ — $ — $ — $ (1,052) $ 293,336 Net income per diluted share (4) $ 4.00 $ 0.09 $ (0.03) $ — $ — $ — $ (0.01) $ 4.04 Effective tax rate (5) 22.2 % 22.3 % Three months ended September 26, 2020 Reported GAAP measure Intangible amortization expense Restructuring & Integration charges AFS Reserves & Recoveries Impairments Impact of Wind Down Other(2) Non-GAAP measure Sales $ 7,231,260 $ — $ — $ — $ — $ — $ — $ 7,231,260 Gross Profit 788,590 — — — — (475) — 788,115 Operating income 238,182 9,352 (2,840) (233) 2,305 (2,487) — 244,279 Income before income taxes 211,103 9,352 (2,840) (233) 2,305 (2,478) (4,495) 212,714 Provision for income taxes 44,707 2,396 (665) (56) 556 (583) 3,797 50,152 Consolidated net income 166,396 6,956 (2,175) (177) 1,749 (1,895) (8,292) 162,562 Noncontrolling interests 336 146 — — — — — 482 Net income attributable to shareholders $ 166,060 $ 6,810 $ (2,175) $ (177) $ 1,749 $ (1,895) $ (8,292) $ 162,080 Net income per diluted share (4) $ 2.13 $ 0.09 $ (0.03) $ — $ 0.02 $ (0.02) $ (0.11) $ 2.08 Effective tax rate (5) 21.2 % 23.6 % Three months ended July 3, 2021 Reported GAAP measure Intangible amortization expense Restructuring & Integration credits AFS Reserves & Recoveries Impairments Impact of Wind Down Other(3) Non-GAAP measure Sales $ 8,562,631 $ — $ — $ — $ — $ — $ — $ 8,562,631 Gross Profit 1,000,105 — — — — — — 1,000,105 Operating income 340,522 9,316 4,478 — 4,482 — — 358,798 Income before income taxes 315,315 9,316 4,478 — 4,482 — (6,545) 327,046 Provision for income taxes 74,113 2,382 1,010 — 1,078 — (1,575) 77,008 Consolidated net income 241,202 6,934 3,468 — 3,404 — (4,970) 250,038 Noncontrolling interests 561 150 — — — — — 711 Net income attributable to shareholders $ 240,641 $ 6,784 $ 3,468 $ — $ 3,404 $ — $ (4,970) $ 249,327 Net income per diluted share (4) $ 3.23 $ 0.09 $ 0.05 $ — $ 0.05 $ — $ (0.07) $ 3.34 Effective tax rate (5) 23.5 % 23.5 % (1) Other includes gain on investments, net. (2) Other includes gain on investments, net, non recurring tax items, and pension settlement gain. (3) Other includes gain on investments, net and pension settlement loss. (4) In all periods presented the sum of the components for 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 by GAAP measure and as a non-GAAP measure. ($ in thousands, except per share data)


 
Third-Quarter 2021 CFO Commentary 17investor.arrow.com Return on Working Capital Reconciliation ($ in thousands) Quarter Ended October 2, 2021 September 26, 2020 Numerator: (unaudited) (unaudited) Consolidated operating income, as reported $ 404,865 $ 238,182 x4 x4 Annualized consolidated operating income, as reported $ 1,619,460 $ 952,728 Non-GAAP consolidated operating income 411,037 244,279 x4 x4 Annualized non-GAAP consolidated operating income $ 1,644,148 $ 977,116 Denominator: Accounts receivable, net $ 9,329,427 $ 7,958,675 Inventories 3,834,988 3,235,802 Less: Accounts payable 8,005,207 6,849,252 Working capital $ 5,159,208 $ 4,345,225 Return on working capital 31.4 % 21.9 % Return on working capital (non-GAAP) 31.9 % 22.5 %


 
Third-Quarter 2021 CFO Commentary 18investor.arrow.com Return on Invested Capital Reconciliation ($ in thousands) Quarter Ended October 2, 2021 September 26, 2020 Numerator: (unaudited) (unaudited) Consolidated operating income, as reported $ 404,865 $ 238,182 Equity in earnings of affiliated companies(1) 1,151 61 Less: Noncontrolling interests (1) 523 336 Consolidated operating income, as adjusted 405,493 237,907 Less: Tax effect(2) 90,152 50,461 After-tax consolidated operating income, as adjusted 315,341 187,446 x4 x4 4 Annualized after-tax consolidated operating income, as adjusted $ 1,261,364 $ 749,784 Non-GAAP consolidated operating income 411,037 244,279 Equity in earnings of affiliated companies(1) 1,151 61 Less: Noncontrolling interests (1) 523 336 Non-GAAP consolidated operating income, as adjusted 411,665 244,004 Less: Tax Effect(3) 91,824 57,618 After-tax non-GAAP consolidated operating income, as adjusted 319,841 186,386 x4 x4 Annualized after-tax non-GAAP consolidated operating income, as adjusted $ 1,279,364 $ 745,544 Denominator: Average short-term borrowings, including current portion of long-term debt(4) $ 355,450 $ 205,225 Average long-term debt(4) 1,962,077 2,098,055 Average total equity(4) 5,231,045 4,793,860 Less: Average cash and cash equivalents(4) 230,001 216,424 Invested capital $ 7,318,571 $ 6,880,716 Return on invested capital 17.2 % 10.9 % Return on invested capital (non-GAAP) 17.5 % 10.8 % (1) Operating income, as reported, and non-GAAP operating income is adjusted for noncontrolling interest and equity in losses of affiliated companies to include the pro-rata ownership of non-wholly owned subsidiaries. (2) The tax effect is calculated by applying the effective tax rate for the three months ended October 2, 2021 and September 26, 2020 to consolidated operating income, as adjusted less interest expense. (3) The tax effect is calculated by applying the non-GAAP effective tax rate for the three months ended October 2, 2021 and September 26, 2020 to non- GAAP consolidated operating income, as adjusted less interest expense. (4) The quarter-ended average is based on the addition of the account balance at the end of the most recently ended quarter to the account balance at the end of the prior quarter and dividing by two.