Arrow Electronics, Inc 8-K/A, filed Feb 2, 2023
Arrow Electronics, Inc. (ARW)
8-K/A
2023-02-02
For: 2023-02-02
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Added on
April 08, 2026
About this 8-K/A
Arrow Electronics, Inc filed this 8-K/A on February 2, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2023
(Exact Name of Registrant as Specified in charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
| (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 class | Trading Symbol(s) | Name of the exchange on which registered | ||||||||||||
Indicate by check 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.
☐
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K amends Item 2.02 of the Current Report on Form 8-K filed on February 2, 2023 (the “Original Form 8-K”) solely to correct an error on page 2 of the earnings press release furnished as Exhibit 99.1 thereto (“Exhibit 1”); and the same error on pages 15 and 18 of the CFO commentary press release furnished as Exhibit 99.2 thereto (“Exhibit 2”). As previously furnished, page 2 of Exhibit 1 and page 18 of Exhibit 2 reflected an incorrect sequential percentage change for global components sales, on a constant currency basis, in the table captioned “First-Quarter 2023 GAAP to non-GAAP Outlook Reconciliation”. Additionally, on page 15 of Exhibit 2, a statement regarding our first quarter guidance on a constant currency basis was incorrect. These errors have been corrected on Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 1. No other changes have been made to the Original Form 8-K.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 2, 2023 , the Registrant issued a press release announcing its fourth quarter and fiscal year 2022 earnings. A copy of the press release is attached hereto as an Exhibit (99.1).
On February 2, 2023 , the Registrant also issued a press release containing a fourth quarter and fiscal year 2022 CFO commentary related to its fourth quarter and fiscal year 2022 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 Number | Description | ||||
| 104 | Cover 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: | By: | /s/ Carine Jean-Claude | ||||||||||||
| Carine Jean-Claude | ||||||||||||||
| 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 Fourth-Quarter and Full-Year 2022 Results
-- Fourth-Quarter Earnings Per Share of $5.66; Non-GAAP Earnings Per Share of $5.69 --
-- Announces Additional $1 Billion Share Repurchase Authorization --
CENTENNIAL, Colo.--(BUSINESS WIRE)-Feb. 2, 2023-Arrow Electronics, Inc. (NYSE:ARW) today reported fourth-quarter 2022 sales of $9.32 billion, an increase of 3 percent year over year, and an increase of 8 percent year over year on a constant currency basis1. Fourth-quarter 2022 net income was $349 million, or $5.66 per share on a diluted basis, compared with net income of $371 million, or $5.26 per share on a diluted basis, in the fourth quarter of 2021. Non-GAAP net income1 was $351 million, or $5.69 per share on a diluted basis, in the fourth quarter of 2022, compared with non-GAAP net income of $379 million, or $5.37 per share on a diluted basis, in the fourth quarter of 2021. In the fourth quarter of 2022, changes in foreign currencies had negative impacts on growth of approximately $357 million on sales and $0.19 on earnings per share on a diluted basis compared to the fourth quarter of 2021.
“I am pleased to report that this was another great quarter. Both our global components and global enterprise computing solutions businesses performed well in market conditions that remain challenging,” said Sean Kerins, Arrow's president and chief executive officer. “Our dedicated team helped us deliver strong quarterly sales, gross profit, operating income, and earnings per share.”
Global components fourth-quarter sales of $6.83 billion reflected an increase of 2 percent year over year, and an increase of 6 percent year over year on a constant currency basis. Americas components fourth-quarter sales increased 9 percent year over year. Europe components fourth-quarter sales increased 23 percent year over year, and increased 38 percent year over year on a constant currency basis. Asia-Pacific components fourth-quarter sales decreased 14 percent year over year. Global components fourth-quarter operating income was $443 million and fourth-quarter non-GAAP operating income was $449 million.
“Demand for electronic components and associated design, engineering and supply chain services generally remained healthy in the Americas and Europe regions, but we experienced softer demand in Asia, particularly in China. We are proud to service a variety of industries and provide products from a diverse group of suppliers to a diverse group of customers around the world,” said Mr. Kerins.
Global enterprise computing solutions (“ECS”) fourth-quarter sales of $2.50 billion reflected an increase of 7 percent year over year, and an increase of 12 percent year over year on a constant currency basis. Europe enterprise computing solutions fourth-quarter sales increased 11 percent year over year, and increased 24 percent year over year on a constant currency basis. Americas enterprise computing fourth-quarter sales increased 4 percent year over year. Global enterprise computing solutions fourth-quarter operating income was $155 million. Fourth-quarter non-GAAP operating income was $156 million.
“Hardware supply constraints are easing, and demand remained strong for most of our key technology categories. We continue to see strength in cloud, IT-as-a-Service and enterprise software adoption, and we were pleased with the results of the business,” said Mr. Kerins.
“Enhancing shareholder value remains a top priority," said Raj Agrawal, senior vice president and chief financial officer. “Our strong financial returns and the effective management of our balance sheet have enabled us to deliver on our commitment to return cash to shareholders by repurchasing $300 million of shares during the fourth quarter. We are also pleased to announce that our Board of Directors has approved an additional $1 billion to our repurchase authorization2. Returning cash to shareholders through our stock repurchase plan remains one of our priorities, and this new authorization reflects that commitment."
FULL-YEAR RESULTS
Full-year 2022 sales of $37.12 billion increased 8 percent year over year, and increased 11 percent year over year on a constant currency basis. Net income for 2022 was $1.43 billion, or $21.80 per share on a diluted basis, compared with net income of $1.11 billion, or $15.10 per share on a diluted basis, for 2021. Non-GAAP net income was $1.47 billion, or $22.38 per share on a diluted basis, in 2022 compared with non-GAAP net income of $1.14 billion, or $15.50 per share on a diluted basis, for 2021. In 2022, changes in foreign currencies had negative impacts on growth of approximately $1.18 billion on sales, and $0.53 on earnings per share on a diluted basis compared to 2021.
“In 2022, we delivered the best financial results in the history of the company. Throughout the year, we continued to make investments to support our customer needs, and we continued to grow and generate strong shareholder returns in the process,” said Mr. Kerins. “We continue to have confidence in the business and Arrow’s long-term growth potential.”
1 A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the reconciliation tables included herein.
2 See additional information related to the company's share repurchase program located at page 3 of this press release.
 | 1 | |||||||
FIRST-QUARTER 2023 OUTLOOK
•Consolidated sales of $8.33 billion to $8.93 billion, with global components sales of $6.55 billion to $6.85 billion, and global enterprise computing solutions sales of $1.78 billion to $2.08 billion
•Net income per share on a diluted basis of $4.24 to $4.44, and non-GAAP net income per share on a diluted basis of $4.40 to $4.60
•Average tax rate of approximately 23.5 percent compared to the long-term range of 23 to 25 percent
•Average diluted shares outstanding of 59.5 million
•Interest expense of approximately $68 million
•Expecting the average USD-to-Euro exchange rate to be $1.07 to €1 compared to $1.12 to €1 in the first quarter of 2022
•Changes in foreign currencies to decrease sales by approximately $182 million, and earnings per share on a diluted basis by $0.13 compared to the first quarter of 2022
•Changes in foreign currencies to increase quarter-over-quarter growth in sales by $175 million and earnings per share on a diluted basis by $0.11 compared to the fourth quarter of 2022
•On a constant currency basis, our first quarter guidance implies a sequential growth rate range of down 2 percent to 6 percent for global components and down 18 percent to 30 percent for global enterprise computing solutions, when compared to the fourth quarter of 2022
| First-Quarter 2023 GAAP to non-GAAP Outlook Reconciliation | |||||||||||||||||||||||||||||||||||
| NON-GAAP SALES RECONCILIATION | |||||||||||||||||||||||||||||||||||
| Quarter Ended | Quarter Ended | ||||||||||||||||||||||||||||||||||
| (in billions) | April 1, 2023 | April 2, 2022 | % Change | April 1, 2023 | December 31, 2022 | % Change | |||||||||||||||||||||||||||||
| Global components sales, GAAP | $6.55 - 6.85 | $ | 7.20 | (9)% - (5)% | $6.55 - 6.85 | $ | 6.83 | (4%) - 0% | |||||||||||||||||||||||||||
| Impact of changes in foreign currencies | — | (0.13) | — | 0.13 | |||||||||||||||||||||||||||||||
| Global components sales, constant currency | $6.55 - 6.85 | $ | 7.07 | (7)% - (3)% | $6.55 - 6.85 | $ | 6.96 | (6)% - (2)% | |||||||||||||||||||||||||||
| Global ECS sales, GAAP | $1.78 - 2.08 | $ | 1.88 | (5%) - 11% | $1.78 - 2.08 | $ | 2.50 | (29)% - (17)% | |||||||||||||||||||||||||||
| Impact of changes in foreign currencies | — | (0.05) | — | 0.05 | |||||||||||||||||||||||||||||||
| Global ECS sales, constant currency | $1.78 - 2.08 | $ | 1.83 | (3%) - 14% | $1.78 - 2.08 | $ | 2.55 | (30)% - (18)% | |||||||||||||||||||||||||||
| NON-GAAP EARNINGS RECONCILIATION | ||||||||||||||
| Reported GAAP measure | Intangible amortization expense | Restructuring & integration charges | Non-GAAP measure | |||||||||||
| Net income per diluted share | $4.24 to $4.44 | $0.10 | $0.06 | $4.40 to $4.60 | ||||||||||
Please refer to the CFO commentary, 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 comply with its disclosure obligations under Regulation Fair Disclosure.
Arrow Electronics guides innovation forward for over 210,000 leading technology manufacturers and service providers. With 2022 sales of $37 billion, Arrow develops technology solutions that improve business and daily life. Learn more at fiveyearsout.com.
| 2 | |||||||
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 first quarter of fiscal 2023, 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 expectations regarding customer and market demand and trends, supply chain constraints, business strategy, and shareholder returns. 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: unfavorable economic conditions; disruptions or inefficiencies in the supply chain, including any potential adverse effects of the ongoing global COVID-19 pandemic; political instability; impacts of military conflict, including the conflict in Ukraine; industry conditions; changes in product supply, pricing and customer demand; competition; other vagaries in the global components and the global enterprise computing solutions 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; 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 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 non-GAAP sales, gross profit, operating income, income before income taxes, provision for income taxes, consolidated net income, noncontrolling interests, net income attributable to shareholders, effective tax rate 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" 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, pension settlement loss and net gains and losses on investments. 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.
Share Repurchase Program
The expansion of our share repurchase program occurred on January 31, 2023 and will permit the company to continue repurchasing shares of its common stock as market and business conditions warrant through open market purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. Repurchases may continue from time to time, as conditions permit, until the number of shares authorized to be repurchased have been acquired, or until the authorization to repurchase is terminated, whichever occurs first, and the company has no obligation to repurchase any amount under the program.
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| ARROW ELECTRONICS, INC. | |||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (In thousands except per share data) | |||||||||||||||||||||||
| Quarter Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| Sales | $ | 9,323,023 | $ | 9,016,077 | $ | 37,124,422 | $ | 34,477,018 | |||||||||||||||
| Cost of sales | 8,117,028 | 7,819,699 | 32,287,797 | 30,274,653 | |||||||||||||||||||
| Gross profit | 1,205,995 | 1,196,378 | 4,836,625 | 4,202,365 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general, and administrative expenses | 635,090 | 632,496 | 2,567,008 | 2,435,030 | |||||||||||||||||||
| Depreciation and amortization | 45,595 | 48,196 | 187,382 | 195,120 | |||||||||||||||||||
| Restructuring, integration, and other charges | 2,714 | 3,754 | 13,741 | 15,393 | |||||||||||||||||||
| 683,399 | 684,446 | 2,768,131 | 2,645,543 | ||||||||||||||||||||
| Operating income | 522,596 | 511,932 | 2,068,494 | 1,556,822 | |||||||||||||||||||
| Equity in earnings of affiliated companies | 2,938 | 1,323 | 7,664 | 3,508 | |||||||||||||||||||
| Gain (loss) on investments, net | 8,356 | 2,046 | (2,857) | 12,951 | |||||||||||||||||||
| Employee benefit plan expense, net | (889) | (1,256) | (3,503) | (5,180) | |||||||||||||||||||
| Interest and other financing expense, net | (62,221) | (34,719) | (185,648) | (131,727) | |||||||||||||||||||
| Income before income taxes | 470,780 | 479,326 | 1,884,150 | 1,436,374 | |||||||||||||||||||
| Provision for income taxes | 116,719 | 107,838 | 448,992 | 325,906 | |||||||||||||||||||
| Consolidated net income | 354,061 | 371,488 | 1,435,158 | 1,110,468 | |||||||||||||||||||
| Noncontrolling interests | 4,659 | 280 | 8,274 | 2,271 | |||||||||||||||||||
| Net income attributable to shareholders | $ | 349,402 | $ | 371,208 | $ | 1,426,884 | $ | 1,108,197 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 5.71 | $ | 5.34 | $ | 22.01 | $ | 15.29 | |||||||||||||||
| Diluted | $ | 5.66 | $ | 5.26 | $ | 21.80 | $ | 15.10 | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | 61,175 | 69,556 | 64,838 | 72,472 | |||||||||||||||||||
| Diluted | 61,739 | 70,550 | 65,453 | 73,385 | |||||||||||||||||||
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| ARROW ELECTRONICS, INC. | |||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||||
| (In thousands except par value) | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 176,915 | $ | 222,194 | |||||||
| Accounts receivable, net | 12,322,717 | 11,123,946 | |||||||||
| Inventories | 5,319,369 | 4,201,965 | |||||||||
| Other current assets | 521,339 | 345,218 | |||||||||
| Total current assets | 18,340,340 | 15,893,323 | |||||||||
| Property, plant, and equipment, at cost: | |||||||||||
| Land | 5,691 | 5,736 | |||||||||
| Buildings and improvements | 184,211 | 186,097 | |||||||||
| Machinery and equipment | 1,583,661 | 1,523,919 | |||||||||
| 1,773,563 | 1,715,752 | ||||||||||
| Less: Accumulated depreciation and amortization | (1,177,107) | (1,032,941) | |||||||||
| Property, plant, and equipment, net | 596,456 | 682,811 | |||||||||
| Investments in affiliated companies | 65,112 | 63,695 | |||||||||
| Intangible assets, net | 159,137 | 195,029 | |||||||||
| Goodwill | 2,027,626 | 2,080,371 | |||||||||
| Other assets | 574,511 | 620,311 | |||||||||
| Total assets | $ | 21,763,182 | $ | 19,535,540 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 10,460,419 | $ | 9,617,084 | |||||||
| Accrued expenses | 1,339,302 | 1,326,386 | |||||||||
| Short-term borrowings, including current portion of long-term debt | 589,883 | 382,619 | |||||||||
| Total current liabilities | 12,389,604 | 11,326,089 | |||||||||
| Long-term debt | 3,182,964 | 2,244,443 | |||||||||
| Other liabilities | 579,261 | 624,162 | |||||||||
| Equity: | |||||||||||
| Shareholders' equity: | |||||||||||
| Common stock, par value $1: | |||||||||||
| Authorized – 160,000 shares in both 2022 and 2021 | |||||||||||
| Issued – 125,424 shares in both 2022 and 2021 | 125,424 | 125,424 | |||||||||
| Capital in excess of par value | 1,208,708 | 1,189,845 | |||||||||
| Treasury stock (66,175 and 57,358 shares in 2022 and 2021, respectively), at cost | (4,637,345) | (3,629,265) | |||||||||
| Retained earnings | 9,214,832 | 7,787,948 | |||||||||
| Accumulated other comprehensive loss | (365,262) | (191,657) | |||||||||
| Total shareholders' equity | 5,546,357 | 5,282,295 | |||||||||
| Noncontrolling interests | 64,996 | 58,551 | |||||||||
| Total equity | 5,611,353 | 5,340,846 | |||||||||
| Total liabilities and equity | $ | 21,763,182 | $ | 19,535,540 | |||||||
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| ARROW ELECTRONICS, INC. | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
| Quarter Ended | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Consolidated net income | $ | 354,061 | $ | 371,488 | |||||||
| Adjustments to reconcile consolidated net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization | 45,595 | 48,196 | |||||||||
| Amortization of stock-based compensation | 7,921 | 6,511 | |||||||||
| Equity in earnings of affiliated companies | (2,938) | (1,323) | |||||||||
| Deferred income taxes | (14,518) | 15,395 | |||||||||
| Gain on investments, net | (8,356) | (2,013) | |||||||||
| Other | 939 | 757 | |||||||||
| Change in assets and liabilities: | |||||||||||
| Accounts receivable, net | (801,426) | (1,846,887) | |||||||||
| Inventories | (154,022) | (378,839) | |||||||||
| Accounts payable | 779,217 | 1,630,583 | |||||||||
| Accrued expenses | (90,566) | 217,358 | |||||||||
| Other assets and liabilities | (7,220) | (33,333) | |||||||||
| Net cash provided by operating activities | 108,687 | 27,893 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of property, plant, and equipment | (24,056) | (20,766) | |||||||||
| Other | 320 | 389 | |||||||||
| Net cash used for investing activities | (23,736) | (20,377) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Change in short-term and other borrowings | (17,700) | 28,924 | |||||||||
| Repayments of long-term bank borrowings, net | (5,018) | (289,922) | |||||||||
| Net proceeds from note offerings | — | 495,134 | |||||||||
| Proceeds from exercise of stock options | 906 | 2,044 | |||||||||
| Repurchases of common stock | (324,233) | (250,000) | |||||||||
| Settlement of forward-starting interest rate swap | — | 24,896 | |||||||||
| Net cash provided by (used for) financing activities | (346,045) | 11,076 | |||||||||
| Effect of exchange rate changes on cash | 104,024 | (12,330) | |||||||||
| Net increase (decrease) in cash and cash equivalents | (157,070) | 6,262 | |||||||||
| Cash and cash equivalents at beginning of period | 333,985 | 215,932 | |||||||||
| Cash and cash equivalents at end of period | $ | 176,915 | $ | 222,194 | |||||||
| 6 | |||||||
| ARROW ELECTRONICS, INC. | |||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (In thousands) | |||||||||||
| Year Ended | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Consolidated net income | $ | 1,435,158 | $ | 1,110,468 | |||||||
| Adjustments to reconcile consolidated net income to net cash provided by (used for) operations: | |||||||||||
| Depreciation and amortization | 187,382 | 195,120 | |||||||||
| Amortization of stock-based compensation | 42,930 | 36,117 | |||||||||
| Equity in (earnings) losses of affiliated companies | (7,664) | (3,508) | |||||||||
| Deferred income taxes | (13,050) | 24,749 | |||||||||
| Loss (gain) on investments, net | 2,857 | (12,833) | |||||||||
| Other | 3,612 | 8,429 | |||||||||
| Change in assets and liabilities: | |||||||||||
| Accounts receivable, net | (1,430,400) | (2,109,159) | |||||||||
| Inventories | (1,165,785) | (960,605) | |||||||||
| Accounts payable | 945,819 | 1,766,912 | |||||||||
| Accrued expenses | 102,193 | 391,941 | |||||||||
| Other assets and liabilities | (136,129) | (28,648) | |||||||||
| Net cash provided by (used for) operating activities | (33,077) | 418,983 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of property, plant, and equipment | (78,836) | (83,051) | |||||||||
| Proceeds from sale of property, plant, and equipment | — | 22,171 | |||||||||
| Proceeds from collections of notes receivable | 21,125 | 762 | |||||||||
| Net cash used for investing activities | (57,711) | (60,118) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Change in short-term and other borrowings | 258,816 | 12,938 | |||||||||
| Proceeds from (repayments of) long-term bank borrowings, net | 1,233,250 | (687) | |||||||||
| Redemption of notes | (350,000) | (130,860) | |||||||||
| Net proceeds from note offering | — | 495,134 | |||||||||
| Proceeds from exercise of stock options | 17,340 | 46,982 | |||||||||
| Repurchases of common stock | (1,049,487) | (911,548) | |||||||||
| Settlement of forward-starting interest rate swap | — | 24,896 | |||||||||
| Other | (137) | (159) | |||||||||
| Net cash provided by (used for) used for financing activities | 109,782 | (463,304) | |||||||||
| Effect of exchange rate changes on cash | (64,273) | (46,982) | |||||||||
| Net increase (decrease) in cash and cash equivalents | (45,279) | (151,421) | |||||||||
| Cash and cash equivalents at beginning of year | 222,194 | 373,615 | |||||||||
| Cash and cash equivalents at end of year | $ | 176,915 | $ | 222,194 | |||||||
| 7 | |||||||
| ARROW ELECTRONICS, INC. | |||||||||||||||||
| NON-GAAP SALES RECONCILIATION | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Quarter Ended | |||||||||||||||||
| December 31, 2022 | December 31, 2021 | % Change | |||||||||||||||
| Consolidated sales, as reported | $ | 9,323,023 | $ | 9,016,077 | 3.4 | % | |||||||||||
| Impact of changes in foreign currencies | — | (356,580) | |||||||||||||||
| Consolidated sales, constant currency | $ | 9,323,023 | $ | 8,659,497 | 7.7 | % | |||||||||||
| Global components sales, as reported | $ | 6,827,029 | $ | 6,679,577 | 2.2 | % | |||||||||||
| Impact of changes in foreign currencies | — | (246,723) | |||||||||||||||
| Global components sales, constant currency | $ | 6,827,029 | $ | 6,432,854 | 6.1 | % | |||||||||||
| Americas components sales, as reported | $ | 2,326,995 | $ | 2,137,386 | 8.9 | % | |||||||||||
| Impact of changes in foreign currencies | — | (3,093) | |||||||||||||||
| Americas components sales, constant currency | $ | 2,326,995 | $ | 2,134,293 | 9.0 | % | |||||||||||
| Asia components sales, as reported | $ | 2,543,294 | $ | 2,948,594 | (13.7) | % | |||||||||||
| Impact of changes in foreign currencies | — | (71,987) | |||||||||||||||
| Asia components sales, constant currency | $ | 2,543,294 | $ | 2,876,607 | (11.6) | % | |||||||||||
| Europe components sales, as reported | $ | 1,956,740 | $ | 1,593,597 | 22.8 | % | |||||||||||
| Impact of changes in foreign currencies | — | (171,643) | |||||||||||||||
| Europe components sales, constant currency | $ | 1,956,740 | $ | 1,421,954 | 37.6 | % | |||||||||||
| Global ECS sales, as reported | $ | 2,495,994 | $ | 2,336,500 | 6.8 | % | |||||||||||
| Impact of changes in foreign currencies | — | (109,857) | |||||||||||||||
| Global ECS sales, constant currency | $ | 2,495,994 | $ | 2,226,643 | 12.1 | % | |||||||||||
| Americas ECS sales, as reported | $ | 1,404,224 | $ | 1,356,598 | 3.5 | % | |||||||||||
| Impact of changes in foreign currencies | — | (10,277) | |||||||||||||||
| Americas ECS sales, constant currency | $ | 1,404,224 | $ | 1,346,321 | 4.3 | % | |||||||||||
| Europe ECS sales, as reported | $ | 1,091,770 | $ | 979,902 | 11.4 | % | |||||||||||
| Impact of changes in foreign currencies | — | (99,580) | |||||||||||||||
| Europe ECS sales, constant currency | $ | 1,091,770 | $ | 880,322 | 24.0 | % | |||||||||||
| 8 | |||||||
| ARROW ELECTRONICS, INC. | |||||||||||||||||
| NON-GAAP SALES RECONCILIATION | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Year Ended | |||||||||||||||||
| December 31, 2022 | December 31, 2021 | % Change | |||||||||||||||
| Consolidated sales, as reported | $ | 37,124,422 | $ | 34,477,018 | 7.7 | % | |||||||||||
| Impact of changes in foreign currencies | — | (1,178,364) | |||||||||||||||
| Consolidated sales, constant currency | $ | 37,124,422 | $ | 33,298,654 | 11.5 | % | |||||||||||
| Global components sales, as reported | $ | 28,788,003 | $ | 26,357,517 | 9.2 | % | |||||||||||
| Impact of changes in foreign currencies | — | (811,975) | |||||||||||||||
| Global components sales, constant currency | $ | 28,788,003 | $ | 25,545,542 | 12.7 | % | |||||||||||
| Americas components sales, as reported | $ | 9,592,547 | $ | 7,827,866 | 22.5 | % | |||||||||||
| Impact of changes in foreign currencies | — | (9,068) | |||||||||||||||
| Americas components sales, constant currency | $ | 9,592,547 | $ | 7,818,798 | 22.7 | % | |||||||||||
| Asia components sales, as reported | $ | 11,567,482 | $ | 12,280,805 | (5.8) | % | |||||||||||
| Impact of changes in foreign currencies | — | (141,010) | |||||||||||||||
| Asia components sales, constant currency | $ | 11,567,482 | $ | 12,139,795 | (4.7) | % | |||||||||||
| Europe components sales, as reported | $ | 7,627,974 | $ | 6,248,846 | 22.1 | % | |||||||||||
| Impact of changes in foreign currencies | — | (661,897) | |||||||||||||||
| Europe components sales, constant currency | $ | 7,627,974 | $ | 5,586,949 | 36.5 | % | |||||||||||
| Global ECS sales, as reported | $ | 8,336,419 | $ | 8,119,501 | 2.7 | % | |||||||||||
| Impact of changes in foreign currencies | — | (366,389) | |||||||||||||||
| Global ECS sales, constant currency | $ | 8,336,419 | $ | 7,753,112 | 7.5 | % | |||||||||||
| Americas ECS sales, as reported | $ | 4,847,027 | $ | 4,878,954 | (0.7) | % | |||||||||||
| Impact of changes in foreign currencies | — | (25,737) | |||||||||||||||
| Americas ECS sales, constant currency | $ | 4,847,027 | $ | 4,853,217 | (0.1) | % | |||||||||||
| Europe ECS sales, as reported | $ | 3,489,392 | $ | 3,240,547 | 7.7 | % | |||||||||||
| Impact of changes in foreign currencies | — | (340,652) | |||||||||||||||
| Europe ECS sales, constant currency | $ | 3,489,392 | $ | 2,899,895 | 20.3 | % | |||||||||||
| 9 | |||||||
| ARROW ELECTRONICS, INC. | ||||||||||||||||||||||||||||||||
| NON-GAAP EARNINGS RECONCILIATION | ||||||||||||||||||||||||||||||||
| (In thousands except per share data) | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Three months ended December 31, 2022 | ||||||||||||||||||||||||||||||||
| Reported GAAP measure | Intangible amortization expense | Restructuring & Integration charges | Other(1) | Non-GAAP measure | ||||||||||||||||||||||||||||
| Operating income | $ | 522,596 | $ | 8,170 | $ | 2,714 | $ | — | $ | 533,480 | ||||||||||||||||||||||
| Income before income taxes | 470,780 | 8,170 | 2,714 | (8,356) | 473,308 | |||||||||||||||||||||||||||
| Provision for income taxes | 116,719 | 2,056 | 472 | (2,003) | 117,244 | |||||||||||||||||||||||||||
| Consolidated net income | 354,061 | 6,114 | 2,242 | (6,353) | 356,064 | |||||||||||||||||||||||||||
| Noncontrolling interests | 4,659 | 127 | — | — | 4,786 | |||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 349,402 | $ | 5,987 | $ | 2,242 | $ | (6,353) | $ | 351,278 | ||||||||||||||||||||||
Net income per diluted share(5) | $ | 5.66 | $ | 0.10 | $ | 0.04 | $ | (0.10) | $ | 5.69 | ||||||||||||||||||||||
Effective tax rate (3) | 24.8% | 24.8% | ||||||||||||||||||||||||||||||
| Three months ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| Reported GAAP measure | Intangible amortization expense | Restructuring & Integration charges | Other(1) | Non-GAAP measure | ||||||||||||||||||||||||||||
| Operating income | $ | 511,932 | $ | 9,086 | $ | 3,754 | $ | — | $ | 524,772 | ||||||||||||||||||||||
| Income before income taxes | 479,326 | 9,086 | 3,754 | (2,046) | 490,120 | |||||||||||||||||||||||||||
| Provision for income taxes | 107,838 | 2,337 | 854 | (492) | 110,537 | |||||||||||||||||||||||||||
| Consolidated net income | 371,488 | 6,749 | 2,900 | (1,554) | 379,583 | |||||||||||||||||||||||||||
| Noncontrolling interests | 280 | 143 | — | — | 423 | |||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 371,208 | $ | 6,606 | $ | 2,900 | $ | (1,554) | $ | 379,160 | ||||||||||||||||||||||
Net income per diluted share(5) | $ | 5.26 | $ | 0.09 | $ | 0.04 | $ | (0.02) | $ | 5.37 | ||||||||||||||||||||||
Effective tax rate (3) | 22.5% | 22.6% | ||||||||||||||||||||||||||||||
| 10 | |||||||
| ARROW ELECTRONICS, INC. | ||||||||||||||||||||||||||||||||
| NON-GAAP EARNINGS RECONCILIATION | ||||||||||||||||||||||||||||||||
| (In thousands except per share data) | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2022 | ||||||||||||||||||||||||||||||||
| Reported GAAP measure | Intangible amortization expense | Restructuring & Integration charges | Other(1) | Non-GAAP measure | ||||||||||||||||||||||||||||
| Operating income | $ | 2,068,494 | $ | 34,692 | $ | 13,741 | $ | — | $ | 2,116,927 | ||||||||||||||||||||||
| Income before income taxes | 1,884,150 | 34,692 | 13,741 | 2,857 | 1,935,440 | |||||||||||||||||||||||||||
| Provision for income taxes | 448,992 | 8,848 | 2,931 | 708 | 461,479 | |||||||||||||||||||||||||||
| Consolidated net income | 1,435,158 | 25,844 | 10,810 | 2,149 | 1,473,961 | |||||||||||||||||||||||||||
| Noncontrolling interests | 8,274 | 525 | — | — | 8,799 | |||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 1,426,884 | $ | 25,319 | $ | 10,810 | $ | 2,149 | $ | 1,465,162 | ||||||||||||||||||||||
Net income per diluted share(5) | $ | 21.80 | $ | 0.39 | $ | 0.17 | $ | 0.03 | $ | 22.38 | ||||||||||||||||||||||
Effective tax rate (3) | 23.8 | % | 23.8 | % | ||||||||||||||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| Reported GAAP measure | Intangible amortization expense | Restructuring & Integration charges (4) | Other(2) | Non-GAAP measure | ||||||||||||||||||||||||||||
| Operating income | $ | 1,556,822 | $ | 36,930 | $ | 15,393 | $ | — | $ | 1,609,145 | ||||||||||||||||||||||
| Income (loss) before income taxes | 1,436,374 | 36,930 | 15,393 | (12,770) | 1,475,927 | |||||||||||||||||||||||||||
| Provision for income taxes | 325,906 | 9,457 | 3,419 | (3,073) | 335,709 | |||||||||||||||||||||||||||
| Consolidated net income (loss) | 1,110,468 | 27,473 | 11,974 | (9,697) | 1,140,218 | |||||||||||||||||||||||||||
| Noncontrolling interests | 2,271 | 590 | — | — | 2,861 | |||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 1,108,197 | $ | 26,883 | $ | 11,974 | $ | (9,697) | $ | 1,137,357 | ||||||||||||||||||||||
Net income per diluted share(5) | $ | 15.10 | $ | 0.37 | $ | 0.16 | $ | (0.13) | $ | 15.50 | ||||||||||||||||||||||
Effective tax rate (3) | 22.7 | % | 22.7 | % | ||||||||||||||||||||||||||||
| (1) Other includes (gain) loss on investments, net. | ||||||||||||||||||||||||||||||||
| (2) Other includes gain on investments, net and pension settlement gain. | ||||||||||||||||||||||||||||||||
(3) 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. | ||||||||||||||||||||||||||||||||
| (4) Restructuring & Integration charges include impairment related to various long-lived assets. | ||||||||||||||||||||||||||||||||
| (5)The sum of components for diluted EPS, as adjusted, may not agree to totals, as presented, due to rounding. | ||||||||||||||||||||||||||||||||
| 11 | |||||||
| ARROW ELECTRONICS, INC. | |||||||||||||||||||||||
| SEGMENT INFORMATION | |||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Quarter Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Sales: | |||||||||||||||||||||||
| Global components | $ | 6,827,029 | $ | 6,679,577 | $ | 28,788,003 | $ | 26,357,517 | |||||||||||||||
| Global ECS | 2,495,994 | 2,336,500 | 8,336,419 | 8,119,501 | |||||||||||||||||||
| Consolidated | $ | 9,323,023 | $ | 9,016,077 | $ | 37,124,422 | $ | 34,477,018 | |||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Global components (a) | $ | 442,702 | $ | 430,415 | $ | 1,961,125 | $ | 1,432,187 | |||||||||||||||
| Global ECS | 154,775 | 154,852 | 408,519 | 390,103 | |||||||||||||||||||
| Corporate (b) | (74,881) | (73,335) | (301,150) | (265,468) | |||||||||||||||||||
| Consolidated | $ | 522,596 | $ | 511,932 | $ | 2,068,494 | $ | 1,556,822 | |||||||||||||||
(a)Global components operating income for year ended December 31, 2021 includes $12.5 million related to proceeds from legal settlements and $4.5 million in restructuring, integration, and other charges.
(b)Corporate operating income includes restructuring, integration, and other charges of $2.7 million and $13.7 million for the fourth quarter and year ended December 31, 2022, respectively, and $3.8 million and $10.9 million for the fourth quarter and year ended December 31, 2021, respectively.
| NON-GAAP SEGMENT RECONCILIATION | |||||||||||||||||||||||
| Quarter Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Global components operating income, as reported | $ | 442,702 | $ | 430,415 | $ | 1,961,125 | $ | 1,432,187 | |||||||||||||||
| Intangible assets amortization expense | 6,702 | 6,942 | 27,005 | 27,915 | |||||||||||||||||||
| Restructuring, integration, and other charges | — | — | — | 4,482 | |||||||||||||||||||
| Global components non-GAAP operating income | $ | 449,404 | $ | 437,357 | $ | 1,988,130 | $ | 1,464,584 | |||||||||||||||
| Global ECS operating income, as reported | $ | 154,775 | $ | 154,852 | $ | 408,519 | $ | 390,103 | |||||||||||||||
| Intangible assets amortization expense | 1,468 | 2,144 | 7,687 | 9,015 | |||||||||||||||||||
| Global ECS non-GAAP operating income | $ | 156,243 | $ | 156,996 | $ | 416,206 | $ | 399,118 | |||||||||||||||
Contact: Richard Seidlitz,
Vice President, Principal Accounting Officer
303-305-4936
Media Contact: John Hourigan,
Vice President, Public Affairs and Corporate Marketing
303-824-4586
| 12 | |||||||
investor.arrow.com Fourth Quarter and Full Year 2022 CFO Commentary
2 2 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-year comparable periods. 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, and not a substitute for, 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 GAAP and non-GAAP information included in this CFO commentary is unaudited and should be read in conjunction with the company’s 2022 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission. Throughout the document there are references to records for various financial results. Unless otherwise noted, a record means the highest financial result compared to all other fourth quarters.
3 3 Fourth-Quarter Summary Arrow delivered record sales, gross profit, operating income and earnings per share on a diluted basis during the fourth quarter. Our dedicated teams helped us deliver strong results in both our global components and global enterprise computing solutions businesses in market conditions that remain challenging. For the global components business, year- over-year demand growth was healthy during the fourth quarter in the Americas and EMEA regions, and was driven by all major verticals. This was partially offset by softer demand in Asia, particularly in China. Global components sales for the fourth quarter were in line with prior expectations. Backlog decreased sequentially, but remained at historically high levels. For the enterprise computing solutions business sales were slightly above prior expectations. Demand remained strong in both the Americas and EMEA regions across most major technology categories. Backlog remained high, and increased sequentially. Returns for consolidated Arrow remain strong. Cash was returned to shareholders through the repurchase of 2.9 million shares for $300 million in the fourth quarter, and the repurchase of 9.3 million shares for $1.0 billion in 2022. At the end of the fourth quarter, the remaining repurchase authorization totaled $329 million. On January 31, 2023, the company's Board approved a $1.0 billion increase to the company's share-repurchase program. $300 million in share repurchases during the fourth quarter.
4 Consolidated sales were $9.32 billion Above the mid-point of the prior expectation of $8.95-$9.55 billion Changes in foreign currencies reduced growth by $357 million on sales and $0.19 on earnings per share on a diluted basis, compared to the year earlier period. Below the prior expectation of a reduction in growth in sales and earnings per share of $420 million and $0.25, respectively 4 Consolidated Overview Fourth Quarter 2022 * $ in millions, except per share data; may reflect rounding. Record fourth-quarter sales, gross profit, operating income and EPS on a diluted basis Consolidated gross profit margin was 12.9% Down 40 basis points year over year due primarily to the normalization of shortage market activities, offset partially by geographic mix Up 10 basis points compared to the third quarter of 2022 due primarily to higher margins in global ECS Operating income margin was 5.6% and non-GAAP operating income margin was 5.7% Interest and other expense, net was $62 million P&L Highlights* Q4 2022 Y/Y CHANGE Y/Y CHANGE IN CONSTANT CURRENCY Q/Q CHANGE Sales 9,323 3% 8% 1% Gross Profit Margin 12.9% -40 bps -30 bps 10 bps Operating Income 523 2% 6% 4% Operating Margin 5.6% -10 bps -10 bps 20 bps Non-GAAP Operating Income 533 2% 6% 4% Non-GAAP Operating Margin 5.7% -10 bps -10 bps 10 bps Net Income 349 (6)% (2)% 2% Diluted EPS 5.66 8% 12% 7% Non-GAAP Net Income 351 (7)% (4)% (1)% Non-GAAP Diluted EPS 5.69 6% 10% 4% Operating expenses as a percentage of sales were 7.3%, down 20 basis points year over year Non-GAAP operating expenses as a percentage of sales were 7.2%, down 20 basis points year over year In line with our prior expectation of $62 million
5 5 Effective tax rate was 24.8%, and non-GAAP effective tax rate was 24.8% Diluted shares outstanding were 62 million Diluted earnings per share were $5.66 Fourth Quarter 2022 Non-GAAP diluted earnings per share were $5.69 Effective tax rate and non-GAAP effective tax rate were in line with the prior expectation and the target long-term range of 23% - 25% Above the prior expectation of $5.44 - $5.64 In line with the prior expectation In line with the prior expectation of $5.60 - $5.80
6 6 Components Global Record quarterly sales and operating income Fourth-quarter sales increased 2.2% year over year. Sales increased 6.1% year over year on a constant currency basis Lead times were relatively stable compared to the prior quarter and remain significantly extended Bookings are below parity in all regions Backlog decreased year over year and compared to the third quarter, but remains at historically high levels Operating margin of 6.5% increased 10 basis points year over year Non-GAAP operating margin of 6.6% increased 10 basis points year over year Return on working capital decreased year over year but remained well above pre-pandemic levels Operating Income ($ in millions) $430 $499 $524 $495 $443$437 $506 $531 $501 $449 GAAP Non-GAAP Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Margins increased in Europe year over year Sales of $6.8 billion were in line with the prior expectation of $6.80-$7.10 billion
7 7 Components Sales ($ in millions) Americas $2,137 $2,341 $2,479 $2,446 $2,327 Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Record fourth-quarter sales Fourth-quarter sales increased 8.9% year over year Growth in sales across most verticals year over year, particularly Industrial, Aerospace & Defense, Transportation and Communication Continued to see normalization in shortage market activities as supply continues to improve. This contributed to the sequential sales decline and is the primary driver for margin compression in the global components business
8 8 Components Sales ($ in millions) Asia $2,949 $2,932 $3,174 $2,919 $2,543 Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Sales declined due to weakening demand in most major verticals year over year Demand will likely remain soft in the near term but our overall backlog in the region remains healthy Gross margins and operating margins decreased year over year
9 9 Components Sales ($ in millions) Europe $1,594 $1,927 $1,808 $1,936 $1,957 Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Record fourth-quarter sales. Strong growth in operating margins year over year Fourth-quarter sales increased 22.8% year over year Fourth-quarter sales increased 37.6% year over year on a constant currency basis Growth in sales across all major verticals year over year
10 10 Enterprise Computing Solutions Global Fourth-quarter sales increased 6.8% year over year Sales increased 12.1% year over year on a constant currency basis Operating income was flat year over year and increased 4% on a constant currency basis Return on working capital remains favorable Operating margin of 6.2% decreased 40 basis points year over year Non-GAAP operating margin of 6.3% decreased 40 basis points year of year Operating Income ($ in millions) Enterprise computing solutions operating margin decreased year over year $155 $86 $84 $84 $155$157 $88 $86 $86 $156 GAAP Non-GAAP Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Hardware supply constraints improved and demand remained strong for most of our key technology categories
11 11 Sales ($ in millions) Americas Enterprise computing solutions Americas sales increased 3.5% year over year $1,357 $1,048 $1,161 $1,234 $1,404 Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Enterprise Computing Solutions Strong demand growth in enterprise software, compute, and security technologies year over year
12 12 Sales ($ in millions) Enterprise Computing Solutions Europe $980 $827 $838 $732 $1,092 Q4-'21 Q1-'22 Q2-'22 Q3-'22 Q4-'22 Record quarterly sales, gross profit and operating income Fourth-quarter sales increased 11.4% year over year Sales increased 24.0% year over year on a constant currency basis Strong demand growth across most technologies year over year
13 Gross margin increased 80 basis points year over year Gross margin increased in both global components and global enterprise computing solutions year over year Consolidated Overview Full Year 2022 13 Record full-year sales, gross profit, operating margins, and earnings per share Consolidated full-year sales increased 7.7% year over year Sales increased 11.5% year over year on a constant currency basis Interest and other expense, net was $186 million Effective tax rate was 23.8% * $ in millions, except per share data; may reflect rounding. Operating margin increased 110 basis points year over year Non-GAAP operating margin increased 100 basis points year over year Operating expense as a percentage of sales decreased 20 basis points year over year Non-GAAP effective tax rate was 23.8% P&L Highlights* 2022 Y/Y CHANGE Y/Y CHANGE IN CONSTANT CURRENCY Sales $37,124 8% 11% Gross Profit Margin 13.0% 80 bps 90 bps Operating Income $2,068 33% 38% Operating Margin 5.6% 110 bps 110 bps Non-GAAP Operating Income $2,117 32% 37% Non-GAAP Operating Margin 5.7% 100 bps 110 bps Net Income $1,427 29% 33% Diluted EPS $21.80 44% 50% Non-GAAP Net Income $1,465 29% 34% Non-GAAP Diluted EPS $22.38 44% 50% Increased $54 million year over year primarily due to higher interest rates and borrowings on credit facilities In line with the long-term target range of 23% to 25%
14 14 Repurchased $300 million of stock in the fourth quarter, bringing total cash returned to shareholders in 2022 to $1 billion. Cash Flow from Operations Cash flow provided by (used for) operating activities was $109 million in the fourth quarter and $(33) million in 2022. 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 29.1% in the fourth quarter, down 680 basis points year over year, and was 31.9% in 2022, up 80 basis points from 2021. ROWC (non-GAAP) was 29.7% in the fourth quarter, down 710 basis points year over year, and was 32.7% in 2022, up 50 basis points from 2021. 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 17.4% in the fourth quarter, down 360 basis points year over year, and was 18.4% in 2022, up 200 basis points from 2021. ROIC (non-GAAP) was 17.8% in the fourth quarter, down 370 year over year, and was 18.9% in 2022, up 190 basis points from 2021. Share Buyback We repurchased 2.9 million shares for $300 million in the fourth quarter. Total cash returned to shareholders in 2022 was $1 billion. Debt and Liquidity Net debt totaled $3.6 billion. Total liquidity was $2.3 billion when including cash of $177 million. Cash Flow, Returns, and Liquidity Fourth Quarter 2022
15 15 Outlook: First Quarter 2023 We are expecting the average USD-to-Euro exchange rate for the first quarter of 2023 to be $1.07 to €1 compared to $1.12 to €1 in the first-quarter of 2022. We estimate changes in foreign currencies to reduce year-over-year growth in sales by $182 million and earnings per share on a diluted basis by $0.13 compared to the first quarter of 2022. We estimate changes in foreign currencies to increase quarter-over-quarter growth in sales by approximately $175 million and earnings per share on a diluted basis by $0.11 compared to the fourth quarter of 2022(1). Guidance First-Quarter 2023 Guidance Quarter Closing Dates Beginning and ending dates may impact comparisons to prior periods * Assumes an average tax rate of approximately 23.5% compared to the 23% to 25% long-term target range. Consolidated Sales $8.33 billion to $8.93 billion Global Components $6.55 billion to $6.85 billion Global ECS $1.78 billion to $2.08 billion Diluted Earnings Per Share* $4.24 to $4.44 Non-GAAP Diluted Earnings Per Share* $4.40 to $4.60 Interest and other expense, net $68 million Diluted shares outstanding 59.5 million First Second Third Fourth 2021 Apr. 3 Jul. 3 Oct. 2 Dec. 31 2022 Apr. 2 Jul. 2 Oct. 1 Dec. 31 2023 Apr. 1 Jul. 1 Sep. 30 Dec. 31 On a constant currency basis(1), our first-quarter guidance implies a sequential growth rate range of down 2% to 6% for global components and down 18% to 30% for global enterprise computing solutions, when compared to the fourth-quarter of 2022. (1) Refer to p.18 of this presentation for first quarter 2022 GAAP to non-GAAP Outlook Reconciliation.
16 Information Relating to Forward-Looking Statements This presentation 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 first quarter of fiscal 2023, 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 & integration charges per diluted share, and expectation regarding customer and market demand and trends, supply chain constraints, business strategy, and shareholder returns. 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: unfavorable economic conditions; disruptions or inefficiencies in the supply chain, including any potential adverse effects of the ongoing global COVID-19 pandemic; political instability; impacts of military conflict, including the conflict in Ukraine; industry conditions; changes in product supply, pricing and customer demand; competition; other vagaries in the global components and the global enterprise computing solutions (“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; 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 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. 16 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 2022 Annual Report on Form 10-K and each 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.
17 The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance. 17 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, consolidated net income, noncontrolling interests, net income attributable to shareholders, effective tax rate, net income per share on a diluted basis, return on working capital, and return on invested capital. These non-GAAP measures are adjusted for the 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, and net gains and losses on investments. 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, and in conjunction with, and not as a substitute for, data presented in accordance with GAAP. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth below.
18 ($ in billions, except per share data) First-Quarter 2023 GAAP to non-GAAP Outlook Reconciliation 18 NON-GAAP SALES RECONCILIATION Quarter Ended Quarter Ended April 1, 2023 April 2, 2022 % Change April 1, 2023 December 31, 2022 % Change Global components sales, GAAP $6.55 - 6.85 $ 7.20 (9)% - (5)% $6.55 - 6.85 $ 6.83 (4%) - 0% Impact of changes in foreign currencies — (0.13) — 0.13 Global components sales, constant currency $6.55 - 6.85 $ 7.07 (7)% - (3)% $6.55 - 6.85 $ 6.96 (6)% - (2)% Global ECS sales, GAAP $1.78 - 2.08 $ 1.88 (5%) - 11% $1.78 - 2.08 $ 2.50 (29)% - (17)% Impact of changes in foreign currencies — (0.05) — 0.05 Global ECS sales, constant currency $1.78 - 2.08 $ 1.83 (3%) - 14% $1.78 - 2.08 $ 2.55 (30)% - (18)% NON-GAAP EARNINGS RECONCILIATION REPORTED GAAP MEASURE INTANGIBLE AMORTIZATION EXPENSE RESTRUCTURING & INTEGRATION CHARGES NON-GAAP MEASURE Net income per diluted share $4.24 to $4.44 $0.10 $0.06 $4.40 to $4.60
($ in thousands, except per share data) Earnings Reconciliation (1) Other includes (gain) loss on investments, net. (2) The sum of the components for non-GAAP diluted EPS may not agree to totals, as presented, due to rounding. (3) 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. 19 Three months ended December 31, 2022 REPORTED GAAP MEASURE INTANGIBLE AMORTIZATION EXPENSE RESTRUCTURING & INTEGRATION CHARGES OTHER(1) NON-GAAP MEASURE Operating income $ 522,596 $ 8,170 $ 2,714 $ — $ 533,480 Income before income taxes 470,780 8,170 2,714 (8,356) 473,308 Provision for income taxes 116,719 2,056 472 (2,003) 117,244 Consolidated net income 354,061 6,114 2,242 (6,353) 356,064 Noncontrolling interests 4,659 127 — — 4,786 Net income attributable to shareholders $ 349,402 $ 5,987 $ 2,242 $ (6,353) $ 351,278 Net income per diluted share(2) $ 5.66 $ 0.10 $ 0.04 $ (0.10) $ 5.69 Effective tax rate(3) 24.8 % 24.8 % Three months ended December 31, 2021 REPORTED GAAP MEASURE INTANGIBLE AMORTIZATION EXPENSE RESTRUCTURING & INTEGRATION CHARGES(2) OTHER(1) NON-GAAP MEASURE Operating income $ 511,932 $ 9,086 $ 3,754 $ — $ 524,772 Income before income taxes 479,326 9,086 3,754 (2,046) 490,120 Provision for income taxes 107,838 2,337 854 (492) 110,537 Consolidated net income 371,488 6,749 2,900 (1,554) 379,583 Noncontrolling interests 280 143 — — 423 Net income attributable to shareholders $ 371,208 $ 6,606 $ 2,900 $ (1,554) $ 379,160 Net income per diluted share(2) $ 5.26 $ 0.09 $ 0.04 $ (0.02) $ 5.37 Effective tax rate(3) 22.5 % 22.6 % Three months ended October 1, 2022 REPORTED GAAP MEASURE INTANGIBLE AMORTIZATION EXPENSE RESTRUCTURING & INTEGRATION CREDITS OTHER(1) NON-GAAP MEASURE Operating income $ 502,694 $ 8,674 $ 3,635 $ — $ 515,003 Income before income taxes 449,106 8,674 3,635 3,480 464,895 Provision for income taxes 105,500 2,219 892 841 109,452 Consolidated net income 343,606 6,455 2,743 2,639 355,443 Noncontrolling interests 1,207 125 — — 1,332 Net income attributable to shareholders $ 342,399 $ 6,330 $ 2,743 $ 2,639 $ 354,111 Net income per diluted share(2) $ 5.27 $ 0.10 $ 0.04 $ 0.04 $ 5.45 Effective tax rate(3) 23.5 % 23.5 %
20 20 Return on Working Capital Reconciliation (1) The year ended balance is an average balance based on the addition of the account balance at the end of the five most recently- ended quarters and dividing by five. ($ in thousands) QUARTER ENDED YEAR ENDED December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Numerator: (unaudited) (unaudited) (unaudited) (unaudited) Consolidated operating income, as reported $ 522,596 $ 511,932 $ 2,068,494 $ 1,556,822 x4 x4 x1 x1 Annualized consolidated operating income $ 2,090,384 $ 2,047,728 $ 2,068,494 $ 1,556,822 Non-GAAP consolidated operating income $ 533,480 $ 524,772 $ 2,116,927 $ 1,609,145 x4 x4 x1 x1 Annualized non-GAAP consolidated operating income $ 2,133,920 $ 2,099,088 $ 2,116,927 $ 1,609,145 Denominator: Accounts receivable, net(1) 12,322,717 11,123,946 11,227,736 9,401,688 Inventories(1) 5,319,369 4,201,965 4,827,278 3,647,146 Less: Accounts payable(1) 10,460,419 9,617,084 9,578,175 8,046,357 Working capital 7,181,667 5,708,827 6,476,839 5,002,477 Return on working capital 29.1 % 35.9 % 31.9 % 31.1 % Return on working capital (non-GAAP) 29.7 % 36.8 % 32.7 % 32.2 %
21 21 Return on Invested Capital Reconciliation (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 and year ended December 31, 2022 and 2021 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 and year ended December 31, 2022 and 2021 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. The year ended average is based on the addition of the account balance at the end of the five most recently-ended quarters and dividing by five. ($ in thousands) QUARTER ENDED YEAR ENDED December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Numerator: (unaudited) (unaudited) (unaudited) (unaudited) Consolidated operating income, as reported $ 522,596 $ 511,932 $ 2,068,494 $ 1,556,822 Equity in earnings of affiliated companies(1) 2,938 1,323 7,664 3,508 Less: Noncontrolling interests (1) 4,659 280 8,274 2,271 Consolidated operating income, as adjusted 520,875 512,975 2,067,884 1,558,059 Less: Tax effect(2) 130,298 115,472 494,690 354,044 After-tax consolidated operating income, as adjusted 390,577 397,503 1,573,194 1,204,015 x4 x4 x1 x1 Annualized after-tax consolidated operating income, as adjusted $ 1,562,308 $ 1,590,012 $ 1,573,194 $ 1,204,015 Non-GAAP consolidated operating income $ 533,480 $ 524,772 $ 2,116,927 $ 1,609,145 Equity in earnings of affiliated companies(1) 2,938 1,323 7,664 3,508 Less: Noncontrolling interests (1) 4,786 280 8,799 2,271 Non-GAAP consolidated operating income, as adjusted 531,632 525,815 2,115,792 1,610,382 Less: Tax Effect(3) 132,895 118,667 506,497 366,746 After-tax non-GAAP consolidated operating income, as adjusted 398,737 407,148 1,609,295 1,243,636 x4 x4 x1 x1 Annualized after-tax non-GAAP consolidated operating income, as adjusted $ 1,594,948 $ 1,628,592 $ 1,609,295 $ 1,243,636 Denominator: Average short-term borrowings, including current portion of long-term debt(4) $ 597,202 $ 368,267 $ 504,094 $ 322,696 Average long-term debt(4) 3,184,995 2,142,102 2,852,348 2,034,077 Average total equity(4) 5,457,020 5,289,237 5,416,410 5,233,267 Less: Average cash and cash equivalents 255,450 219,063 240,296 256,702 Invested capital $ 8,983,767 $ 7,580,543 $ 8,532,556 $ 7,333,338 Return on invested capital 17.4 % 21.0 % 18.4 % 16.4 % Return on invested capital (non-GAAP) 17.8 % 21.5 % 18.9 % 17.0 %