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ARROW ELECTRONICS INC

For the period ended Sep 28, 2024. Filed Oct 31, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2024 · Filed Oct 31, 2024

ARW$191.84+5.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

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Note A. Basis of Presentation​11
Note B. Impact of Recently Issued Accounting Standards​11
Note C. Goodwill and Intangible Assets​12
Note D. Investments in Affiliated Companies​13
Note E. Accounts Receivable​13
Note F. Supplier Finance Programs​15
Note G. Debt​16
Note H. Financial Instruments Measured at Fair Value​18
Note I. Restructuring, Integration, and Other​21
Note J. Net Income per Share​23
Note K. Shareholders’ Equity​24
Note L. Contingencies​25
Note M. Segment and Geographic Information​26

Note A – Basis of Presentation

The accompanying consolidated financial statements of Arrow Electronics, Inc. (the “company”) were prepared in accordance with GAAP and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for the periods presented. The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.

These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with the company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2023, as filed in the company’s Annual Report on Form 10-K.

Quarter End

The company operates on a quarterly calendar that closes on the Saturday closest to the end of the calendar quarter, except for the fourth quarter, which closes on December 31, 2024.

Reclassification

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

Note B – Impact of Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Upon adoption of this ASU, the company will disclose specific new categories in its income tax rate reconciliation and provide additional information for reconciling items above a quantitative threshold. The company will also disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions in which income taxes paid were above a threshold. The company expects these amendments will first be applied in the company’s annual report on Form 10-K for the fiscal year ending December 31, 2025, on a prospective basis.

In November 2023, the FASB issued ASU No. 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Upon adoption of this ASU, the company will disclose significant segment expenses, the title and position of the CODM, and an explanation of how the reported measure of segment profit or loss is used by the CODM to assess segment performance and make resource allocation decisions. These amendments will first be applied in the company’s annual report on Form 10-K for the fiscal year ending December 31, 2024, and will be applied retrospectively for all prior periods presented in the financial statements.

Note C – Goodwill and Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill and other indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.

Goodwill of companies acquired, allocated to the company’s reportable segments, is as follows:

​​​​​​​​​​
​ · Global · ​ · ​
(thousands) · ​ · Components · ​ · Global ECS · ​ · Total
Balance as of December 31, 2023 (a)​$875,194​$1,175,232​$2,050,426
Acquisitions​​18,501​​—​​18,501
Foreign currency translation adjustment​1,041​14,192​15,233
Balance as of September 28, 2024 (a)​$894,736​$1,189,424​$2,084,160
(a)The total carrying value of goodwill as of September 28, 2024 and December 31, 2023, in the table above is reflected net of $1.6 billion of accumulated impairment charges, of which $1.3 billion was recorded in the global components reportable segment and $301.9 million was recorded in the global ECS reportable segment.

Intangible assets, net, are comprised of the following as of September 28, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Gross · ​ · ​
​​Carrying​Accumulated​​
(thousands)​Amount​Amortization​Net
Customer relationships​$255,731​$(168,228)​$87,503
Amortizable trade name​74,002​(56,192)​17,810
​​$329,733​$(224,420)​$105,313

Intangible assets, net, are comprised of the following as of December 31, 2023:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Gross · ​ · ​
​​Carrying​Accumulated​​
(thousands)​Amount​Amortization​Net
Customer relationships​$258,337​$(156,141)​$102,196
Amortizable trade name​73,811​(48,567)​25,244
​​$332,148​$(204,708)​$127,440

During the third quarter of 2024 and 2023, the company recorded amortization expense related to identifiable intangible assets of $7.3 million and $7.9 million, respectively. During the first nine months of 2024 and 2023, amortization expense related to identifiable intangible assets was $22.3 million and $23.8 million, respectively.

Note D – Investments in Affiliated Companies

The company owns a 50% interest intwo joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest inone other joint venture. These investments are accounted for using the equity method.

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · September 28, · December 31,
(thousands)​2024​2023
Marubun/Arrow​$47,414​$50,779
Other​14,092​11,962
​​$61,506​$62,741

The equity in earnings of affiliated companies consists of the following:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​ · ​ · September 28, · ​ · September 30, · ​ · September 28, · ​ · September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
Marubun/Arrow​$528​$978​$614​$2,946
Other​474​414​​1,298​1,427
​​$1,002​$1,392​$1,912​$4,373

Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third-party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. There wereno outstanding borrowings under the third-party debt agreements of the joint ventures as of September 28, 2024 and December 31, 2023.

Note E – Accounts Receivable

Accounts receivable, net, consists of the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​September 28,​December 31,
(thousands) · 2024 · 2023
Accounts receivable​$11,829,666​$12,384,553
Allowance for credit losses​(103,065)​(146,480)
Accounts receivable, net​$11,726,601​$12,238,073

The following table is a rollforward for the company’s allowance for credit losses:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine Months Ended
​​September 28,​September 30,
(thousands) · 2024 · 2023
Balance at beginning of period​$146,480​$93,397
(Credited) charged to income​(16,866)​64,701
Translation adjustments​(102)​(575)
Write-offs​(26,447)​(13,579)
Balance at end of period​$103,065​$143,944

The company monitors the current credit condition of its customers in estimating the expected credit losses and has not experienced significant changes in customers’ payment trends or significant deterioration in customers’ credit risk as of

September 28, 2024. The change in amounts charged to income for the allowance for credit losses relates primarily to charges of $25.4 million recorded during the first nine months of 2023 related to one customer within the global ECS reportable segment, of which $20.0 million was subsequently reversed upon recovery during the second quarter of 2024.

EMEA Asset Securitization

The company has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region at a discount to a special purpose entity, which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions (“unaffiliated financial institutions”) on a monthly basis. The company may sell up to €600.0 million under the EMEA asset securitization program, which matures in December 2025, subject to extension in accordance with its terms. The program is conducted through Arrow EMEA Funding Corp B.V., an entity structured to be bankruptcy remote. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​​September 28,​September 30,​September 28,​September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
EMEA asset securitization, sales of accounts receivable​$437,052​$815,812​$1,454,711​$2,486,022

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

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

Other amounts related to the EMEA asset securitization program are set forth below:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​September 28,​December 31,
(thousands) · 2024 · 2023
Receivables sold to unaffiliated financial institutions that were uncollected​$348,324​$529,266
Collateralized accounts receivable held by Arrow EMEA funding Corp B.V.​618,086​805,788

Any accounts receivable held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of the special purpose entity cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the unaffiliated financial

institutions under the program are limited to the assets it owns and there is no recourse to Arrow Electronics, Inc. for receivables that are uncollectible as a result of an account debtor’s insolvency or inability to pay.

The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of September 28, 2024, the company was in compliance with all such financial covenants. As of September 28, 2024, and the date of issuance of the financial statements in this Quarterly Report on Form 10-Q, the company was out of compliance with certain operational covenants in its EMEA asset securitization program due to an administrative error. As a result, the participating banks have the right to declare the occurrence of an early amortization event, which would result in the cessation of further amounts being sold under the program. All participating banks have agreed to waivers and the parties are in the process of formalizing an amendment to the program which would return the company to compliance.

Factoring

In the normal course of business, certain of the company’s subsidiaries have factoring agreements to sell, with limited or no recourse, selected trade accounts receivable to financial institutions and accounts for these transactions as sales of the related receivables. The receivables are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected as “Cash provided by operating activities” on the consolidated statements of cash flows. The company typically does not retain financial or legal interests in these receivables. Factoring fees for the sales of accounts receivables are included in “Interest and other financing expense, net” in the consolidated statements of operations. The company continues servicing the receivables which were sold.

Sales of trade accounts receivable under the company’s factoring programs:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​​September 28,​September 30,​September 28,​September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
Sales of accounts receivable under the factoring programs​$238,388​$341,096​$686,309​$1,141,533

Other amounts under the company’s factoring programs:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​​​​September 28,​December 31,
(thousands)​​​​​​​2024​2023
Receivables sold under the factoring programs that were uncollected​​​​​​​$183,210​$375,940

Note F – Supplier Finance Programs

At the request of certain of the company’s suppliers, the company has entered into agreements (“supplier finance programs”) with third-party finance providers, which facilitate the participating suppliers’ ability to sell their receivables from the company to the third-party financial institutions, at the sole discretion of the suppliers. For agreeing to participate in these programs, the company seeks to secure improved standard payment terms with its suppliers. The company is not involved in negotiating terms of the arrangements between its suppliers and the financial institutions and has no economic interest in a supplier’s decision to enter into these agreements, or sell receivables from the company. The company’s rights and obligations to its suppliers, including amounts due, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the company agrees to make all payments to the third-party financial institutions, and the company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. As of September 28, 2024, and December 31, 2023, the company had $734.2 million and $1.1 billion, respectively, in obligations outstanding under these programs included in “Accounts

payable” on the company’s consolidated balance sheets and all activity related to the obligations is presented within operating activities on the consolidated statements of cash flows.

Note G – Debt

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

​​​​​​​
​ · ​ · September 28, · ​ · December 31,
(thousands) · 2024 · 2023
3.25% notes, due September 2024​$—​$499,224
4.00% notes, due April 2025​​349,618​​—
Commercial paper​539,191​1,121,882
Other short-term borrowings​21,017​32,848
​​$909,826​$1,653,954

The company has $500.0 million in uncommitted lines of credit. There wereno outstanding borrowings under the uncommitted lines of credit at September 28, 2024 and December 31, 2023. These borrowings were provided on a short-term basis and their maturity was agreed upon between the company and the lender. The uncommitted lines of credit had a weighted-average effective interest rate of 5.77% and 5.83% at September 28, 2024 and December 31, 2023, respectively.

The company has a commercial paper program, and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1.2 billion. Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. The company had $539.2 million in outstanding borrowings under this program at September 28, 2024 and $1.1 billion in outstanding borrowings at December 31, 2023. The commercial paper program had an effective interest rate of 5.25% and 5.90% at September 28, 2024 and December 31, 2023, respectively.

Long-term debt consists of the following:

​​​​​​​
​ · ​ · September 28, · ​ · December 31,
(thousands) · 2024 · 2023
North American asset securitization program​$251,000​$198,000
4.00% notes, due 2025​—​349,061
6.125% notes, due 2026​​—​​497,661
7.50% senior debentures, due 2027​110,246​110,184
3.875% notes, due 2028​497,603​497,098
5.15% notes, due 2029​494,983​—
2.95% notes, due 2032​495,440​495,039
5.875% notes, due 2034​494,878​—
Other obligations with various interest rates and due dates​19,091​6,510
​​$2,363,241​$2,153,553

The 7.50% senior debentures are not redeemable prior to their maturity. All other notes may be called at the option of the company subject to “make whole” clauses.

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

​​​​​​​
​ · ​ · September 28, · ​ · December 31,
(thousands) · 2024 · 2023
4.00% notes, due 2025​$—​$343,500
6.125% notes, due 2026​​—​​502,000
7.50% senior debentures, due 2027​​117,500​​117,000
3.875% notes, due 2028​​489,500​​475,000
5.15% notes, due 2029​509,500​—
2.95% notes, due 2032​440,000​425,000
5.875% notes, due 2034​520,000​—

The carrying amount of the company’s other short-term borrowings,4.00% notes, due April 2025, North American asset securitization program, commercial paper, and other obligations approximate their fair value.

The company has a $2.0 billion revolving credit facility maturing in September 2026. The facility may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, acquisitions, and as support for the company’s commercial paper program, as applicable. Interest on borrowings under the revolving credit facility is calculated using a base rate or SOFR, plus a spread (1.08% at September 28, 2024), which is based on the company’s credit ratings, plus a credit spread adjustment of 0.10% or a weighted-average effective interest rate of 6.45% at September 28, 2024. The facility fee, which is based on the company’s credit ratings, was 0.175% of the total borrowing capacity at September 28, 2024. The company hadno outstanding borrowings under the revolving credit facility at September 28, 2024 and December 31, 2023, respectively.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $1.5 billion under the program. In September 2024, the company amended its North American asset securitization program to extend its maturity from September 2025 to September 2027, among other things. The program is conducted through AFC, a wholly-owned, bankruptcy remote subsidiary. The North American asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate plus a spread (0.40% at September 28, 2024) plus a credit spread adjustment of 0.10% or an effective interest rate of 5.34% at September 28, 2024. The facility fee is 0.40% of the total borrowing capacity.

The company had $251.0 million and $198.0 million in outstanding borrowings under the North American asset securitization program at September 28, 2024 and December 31, 2023, respectively, which was included in “Long-term debt” on the company’s consolidated balance sheets. Total collateralized accounts receivable of approximately $2.5 billion and $2.7 billion were held by AFC and were included in“Accounts receivable, net” on the company’s consolidated balance sheets at September 28, 2024 and December 31, 2023, respectively. Any accounts receivable held by AFC would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings of the company before repayment of any outstanding borrowings under the North American asset securitization program.

Both the revolving credit facility and North American asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of September 28, 2024, the company was in compliance with all such financial covenants.

During the third quarter of 2024, the company completed the sale of $500.0 million principal amount of 5.15% notes, due 2029. The net proceeds of the offering of $494.9 million were used for general corporate purposes and to repay the $500.0 million principal amount of its 3.25% notes, due September 2024, which were redeemed at maturity.

During the second quarter of 2024, the company completed the sale of $500.0 million principal amount of 5.875% notes, due 2034. The net proceeds of the offering of $494.7 million were used for general corporate purposes and to repay the $500.0 million principal amount of its 6.125% notes, due 2026, which were redeemed in April 2024.

Interest and dividend income of $10.3 million and $44.6 million for the third quarter and first nine months of 2024, respectively, and $16.9 million and $47.6 million for the third quarter and first nine months of 2023, respectively, were recorded in “Interest and other financing expense, net” within the company’s consolidated statements of operations.

Note H – Financial Instruments Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The following table presents assets measured at fair value on a recurring basis at September 28, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(thousands) · Balance Sheet Location · Level 1 · Level 2 · Level 3 · Total
Cash equivalents (a)Cash and cash equivalents​$10,777​$—​$—​$10,777
Equity investments (b)Other assets​46,741​—​—​46,741
Foreign exchange contracts designated as net investment hedgesOther assets / other current assets​—​40,040​—​40,040
​​​​$57,518​$40,040​$—​$97,558

The following table presents assets (liabilities) measured at fair value on a recurring basis at December 31, 2023:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(thousands) · Balance Sheet Location · Level 1 · Level 2 · Level 3 · Total
Cash equivalents (a)Cash and cash equivalents​$8,729​$—​$—​$8,729
Equity investments (b)Other assets​57,625​—​—​57,625
Interest rate swap designated as fair value hedgeOther liabilities​—​(454)​—​(454)
Foreign exchange contracts designated as net investment hedgesOther assets / other current assets​—​47,245​—​47,245
​​​​$66,354​$46,791​$—​$113,145
(a)Cash equivalents include highly liquid investments with an original maturity of less than three months.
(b)The company has an approximately 9% equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices. The company recorded unrealized gains (losses) of $1.6 million and ($8.5) million for the third quarter and first nine months of 2024, respectively, on equity securities held at the end of the quarter. The company recorded unrealized (losses) gains of ($4.2) million and $1.6 million for the third quarter and first nine months of 2023, respectively, on equity securities held at the end of the quarter.

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

Derivative Instruments

The company uses various financial instruments, including derivative instruments, for purposes other than trading. Certain derivative instruments are designated at inception as hedges and assessed for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are carried at fair value on the consolidated balance sheets with changes in fair value recognized in earnings.

Interest Rate Swaps

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

In June 2023, the company terminated its outstanding forward-starting interest rate swaps and received a cash payment of $56.7 million, which was reported in the “Cash flows from financing activities” section of the consolidated statements of cash flows. In April 2024, the forecasted bond issuance occurred, and the $56.7 million gain will be amortized to "Interest and other financing expense, net" in the company's consolidated statement of operations over the 10-year life of the bond.

The company occasionally enters into interest rate swap transactions, designated as fair value hedges, that convert certain fixed-rate debt to variable-rate debt in order to manage its targeted mix of fixed- and floating-rate debt. For qualifying interest rate fair value hedges, gains or losses on derivatives are included in “Interest and other financing expense, net” in the consolidated statements of operations. The change in fair value of the hedged item attributable to the risk being hedged is reported as an adjustment to its carrying value and is also included in “Interest and other financing expense, net”.

As of December 31, 2023, the company had one outstanding interest rate swap designated as a fair value hedge of its 6.125% notes due in March 2026, the terms of which were as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Notional Amount · Interest Rate due · Interest Rate due to
Trade Date​Maturity Date​(thousands)​from Counterparty​Counterparty
February 2023​March 2026​$500,000​6.125%​SOFR+0.508%

The counterparty to the interest rate swap had the option to cancel the swaps after one year, without penalty. In March 2024, the counterparty cancelled the swap and the company de-designated the fair value hedging relationship.

Foreign Exchange Contracts

The company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The company’s exposures to such transactions are denominated primarily in the following currencies: Euro, Indian Rupee, and Israeli New Shekel. The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to facilitate the

hedging of foreign currency exposures resulting from inventory purchases and sales and mitigate the impact of changes in foreign currency exchange rates related to these transactions. Foreign exchange contracts generally have terms of no more than six months. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions. The fair value of the foreign exchange contracts is estimated using foreign currency spot rates and forward rates quotes by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at September 28, 2024 and December 31, 2023 was $1.1 billion and $1.0 billion, respectively.

Gains and losses related to non-designated foreign currency exchange contracts are recorded in “Cost of sales” on the company’s consolidated statements of operations. Gains and losses related to foreign currency exchange contracts designated as cash flow hedges are recorded in “Cost of sales,” “Selling, general, and administrative,” and “Interest and other financing expense, net” based upon the nature of the underlying hedged transaction, on the company’s consolidated statements of operations. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued, and were not material to the financial statements for the periods presented.

The following foreign exchange contracts were designated as net investment hedges, hedging a portion of the company’s net investments in subsidiaries with Euro-denominated net assets:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Notional Amount (thousands)
Maturity Date​September 28, 2024​December 31, 2023
September 2024EUR—EUR50,000
April 2025EUR100,000EUR100,000
January 2028EUR100,000EUR100,000
TotalEUR200,000EUR250,000

The change in the fair value of derivatives designated as net investment hedges are recorded in CTA within “Accumulated other comprehensive loss” on the company’s consolidated balance sheets. Amounts excluded from the assessment of hedge effectiveness are included in “Interest and other financing expense, net” on the company’s consolidated statements of operations.

During the third quarter of 2024, a foreign exchange contract designated as a net investment hedge matured and the company received $10.6 million, which is reported in the “Cash flows from investing activities” section of the consolidated statements of cash flows.

During the first quarter of 2023, a foreign exchange contract designated as a net investment hedge matured and the company received $10.7 million, which is reported in the “Cash flows from investing activities” section of the consolidated statements of cash flows.

The effects of derivative instruments on the company’s consolidated statements of operations and other comprehensive income are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Quarter Ended · ​ · Nine Months Ended
​ · ​ · ​ · ​ · September 28, · ​ · September 30, · ​ · September 28, · ​ · September 30,
(thousands) · Income Statement Line · 2024 · 2023 · 2024 · 2023
Gain (Loss) Recognized in Income · ​ · ​ · ​ · ​
Foreign exchange contracts, net investment hedge (a)Interest Expense​$1,722​$1,804​$5,330​$5,656
Interest rate swaps, cash flow hedgeInterest Expense​449​(683)​51​(2,199)
Interest rate swap, fair value hedge (b)Interest Expense​—​(247)​454​(2,043)
Total​$2,171​$874​$5,835​$1,414
Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax​​​​
Foreign exchange contracts, net investment hedge (c)​$(5,110)​$5,448​$2,610​$3,902
Interest rate swaps, cash flow hedge​(684)​—​(684)​585
Total​$(5,794)​$5,448​$1,926​$4,487
(a)Represents derivative amounts excluded from the assessment of effectiveness for the net investment hedges reclassified from CTA to “Interest and other financing expenses, net”.
(b)The cumulative amount of fair value hedging adjustments to the carrying value of hedged debt instruments totaled a loss of $0.4 million for the first nine months of 2024, and a gain of $0.2 million and $1.1 million for the third quarter and first nine months of 2023, respectively. During the first quarter of 2024, the fair value hedge was terminated.
(c)Includes derivative losses of $3.5 million and $2.1 million for the third quarter and first nine months of 2024, respectively, and $0.9 million and $1.0 million for the third quarter and first nine months of 2023, respectively, which were excluded from the assessment of effectiveness for the net investment hedges and recognized in other comprehensive income (loss), net of tax.

Other

The carrying amount of “cash and cash equivalents”, “accounts receivable, net”, and “accounts payable” approximate their fair value due to the short maturities of these financial instruments.

Note I – Restructuring, Integration, and Other

Restructuring initiatives and integration costs are due to the company's continued efforts to lower costs, drive operational efficiency, integrate acquired businesses, and the consolidation of certain operations, as necessary.

The following table presents the components of the restructuring, integration, and other:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​​September 28,​September 30,​September 28,​September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
Restructuring and integration charges​$741​$1,528​$841​$9,869
Other charges​33,725​29,831​121,018​34,383
​​$34,466​$31,359​$121,859​$44,252

On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”). The Plan is designed to improve operational efficiency through the following measures: (i) reorganizing and consolidating certain areas of the company’s operations to centralize functions and streamline resources, with a focus on more cost-efficient regions; (ii) enhancing warehouse and logistics operations; (iii) investing in information technology to support automation and process improvements; (iv) consolidating the company’s global real estate footprint; (v) reducing third-party spending; and (vi) winding down certain non-core businesses that are not aligned with the company’s strategic objectives. Under the Plan, the company expects to incur pre-tax restructuring charges of approximately $185.0 million, consisting of approximately $110.0 million of employee severance and other personnel cash expenditures; approximately $50.0 million of non-cash asset impairments, accelerated depreciation and inventory write-downs related to the wind-down of certain business operations; and approximately $25.0 million of other related cash expenditures. The company expects to substantially complete the Plan by the end of fiscal year 2026, subject to, among other things, local legal and consultation requirements.

The estimate of the charges that the company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local legal requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the company may incur other charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Plan.

Other Charges

For the third quarter and the first nine months of 2024, other charges included the following:

●charges of $20.3 million and $80.8 million for the third quarter and the first nine months of 2024, respectively, related to the termination of personnel as a part of operating expense reduction initiatives not related to exit or disposal activities. As of September 28, 2024, the accrued liabilities related to the operating expense reduction initiatives totaled $45.8 million and substantially all accrued amounts are expected to be spent in cash within one year;
●consulting costs of $11.2 million and $25.3 million for the third quarter and the first nine months of 2024, respectively, related to ongoing cost reduction initiatives; and
●charges of $0.3 million and $6.8 million related to early lease terminations and related asset impairments.

For the third quarter and first nine months of 2023, other charges include $20.9 million and $23.3 million, respectively, related to an increase in environmental liabilities (Refer to the heading “Environmental matters” in Note L).

Note J – Net Income per Share

Basic net income per share is computed by dividing net income attributable to shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of equity awards is calculated using the treasury stock method.

The following table presents the computation of net income per share on a basic and diluted basis:

​​​​​​​​​​​​​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​ · ​ · September 28, · ​ · September 30, · ​ · September 28, · ​ · September 30,
(thousands except per share data) · 2024 · 2023 · 2024 · 2023
Net income attributable to shareholders​$100,567​$198,659​$292,866​$708,968
Weighted-average shares outstanding - basic​53,010​55,597​53,476​57,021
Net effect of various dilutive stock-based compensation awards​465​701​523​694
Weighted-average shares outstanding - diluted​53,475​56,298​53,999​57,715
Net income per share:​​​​
Basic​$1.90​$3.57​$5.48​$12.43
Diluted (a)​$1.88​$3.53​$5.42​$12.28
​​​​​​​​​​​​​
(a) Equity awards excluded from diluted net income per share as their effect would have been anti-dilutive​​-​​-​​21​​43

Note K – Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​​September 28,​September 30,​September 28,​September 30,
(thousands)2024202320242023
Foreign Currency Translation Adjustment and Other:​​​​​​​​
Other comprehensive income (loss) before reclassifications (a)​$168,947​$(107,891)​$46,708​$(98,801)
Amounts reclassified into income​24​342​(50)​726
Unrealized Gain on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:​​​​​
Other comprehensive (loss) income before reclassifications (b)​(5,110)​5,448​2,610​3,902
Amounts reclassified into income​(1,312)​(1,371)​(4,056)​(4,301)
Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges, Net:​​​​
Other comprehensive (loss) income before reclassifications (b)​(684)​—​(684)​585
Amounts reclassified into income​(342)​519​(39)​1,672
Employee Benefit Plan Items, Net:​​​​
Amounts reclassified into income​(317)​(261)​(910)​(831)
Net change in Accumulated other comprehensive income (loss)​$161,206​$(103,214)​$43,579​$(97,048)
(a)Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $12.2 million and $3.2 million for the third quarter and first nine months of 2024, and ($21.0) million and $7.1 million for the third quarter and first nine months of 2023, respectively.
(b)For additional information related to net investment hedges and interest rate swaps refer to Note H.

Common Stock Outstanding Activity

The following tables set forth the activity in the number of shares outstanding:

​ · ​ · ​ · ​ · ​ · ​ · ​
​Common​Common
​ · ​ · Stock · ​ · Treasury · ​ · Stock
(thousands) · ​ · Issued · ​ · Stock · ​ · Outstanding
Common stock outstanding at December 31, 202357,6913,88053,811
Shares issued for stock-based compensation awards264(57)321
Repurchases of common stock—902(902)
Common stock outstanding at March 30, 202457,9554,72553,230
Shares issued for stock-based compensation awards91(9)100
Repurchases of common stock—385(385)
Common stock outstanding at June 29, 202458,0465,10152,945
Shares issued for stock-based compensation awards13(11)24
Repurchases of common stock—382(382)
Common stock outstanding at September 28, 202458,0595,47252,587
​ · ​ · ​ · ​ · ​ · ​ · ​
​Common​Common
​ · ​ · Stock · ​ · Treasury · ​ · Stock
(thousands) · ​ · Issued · ​ · Stock · ​ · Outstanding
Common stock outstanding at December 31, 2022125,42466,17559,249
Shares issued for stock-based compensation awards—(313)313
Repurchases of common stock—2,564(2,564)
Common stock outstanding at April 1, 2023125,42468,42656,998
Shares issued for stock-based compensation awards—(264)264
Repurchases of common stock—1,600(1,600)
Common stock outstanding at July 1, 2023125,42469,76255,662
Shares issued for stock-based compensation awards—(45)45
Repurchases of common stock—1,552(1,552)
Common stock outstanding at September 30, 2023125,42471,26954,155

During the year ended December 31, 2023, the company retired 67.7 million shares of treasury stock. Refer to Note 10 “Shareholders’ Equity” in the company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Share-Repurchase Program

The following table shows the company’s share-repurchase program as of September 28, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · Approximate
​​​​​​Dollar Value of
​​Dollar Value​Dollar Value of​Shares that May
​​Approved for​Shares​Yet be Purchased
Share-Repurchase Details by Month of Board Approval (thousands)​Repurchase​Repurchased​Under the Program
September 2022​$600,000​$600,000​$—
January 2023​1,000,000​625,443​374,557
Total​$1,600,000​$1,225,443​$374,557

The company repurchased 0.4 million shares and 1.6 million shares of its common stock for $50.0 million and $200.0 million in the third quarter and first nine months of 2024, respectively, under the company’s share-repurchase program, excluding excise taxes. During the first nine months of 2024, the company accrued $1.6 million of excise tax, which is recorded within “Treasury stock” on the company’s consolidated balance sheets and reduces the share-repurchase authorization, as the excise tax is a part of the overall cost of acquiring treasury shares. As of September 28, 2024, approximately $374.6 million remained available for repurchase under the share-repurchase program. The company’s share-repurchase program does not have an expiration date.

Note L – Contingencies

Environmental Matters

The Company has accrued liabilities of $25.0 million for ongoing environmental remediation efforts at sites in Huntsville, Alabama (the “Huntsville site”) and Norco, California (the “Norco site”) at which contaminated soil and groundwater was identified. The contamination related to activities of certain subsidiaries which ended prior to 2000.** **Remediation efforts began in 2015 and 2003 at the Huntsville site and Norco site, respectively, and are progressing under action plans monitored by local environmental agencies.

Costs are recorded for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental liabilities are included in “Accrued expenses” and “Other liabilities”

on the company’s consolidated balance sheets. The company has determined that there is no amount within the environmental liability ranges discussed below, that is a better estimate than any other amount, and therefore has recorded the accruals at the minimum amount of the ranges. The liabilities were estimated based on current costs and are not discounted. Environmental costs related to these matters include remediation, project management, regulatory oversight, and investigative and feasibility study activities.

To date, the company has spent approximately $9.0 million and $85.5 million related to environmental costs at the Huntsville site and the Norco site, respectively. The subsequent environmental costs at the Huntsville site are estimated to be between $5.3 million and $17.0 million and at the Norco site they are estimated to be between $19.7 million and $35.9 million.

The company expects the liabilities associated with such ongoing remediation to be resolved over an extended period of time with current estimates extending beyond 2040. The accruals for environmental liabilities are adjusted periodically as facts and circumstances change, assessment and remediation efforts progress, or as additional technical or legal information becomes available. Environmental liabilities are difficult to assess and estimate due to various unknown factors such as the timing and extent of remediation, the efficacy and long-term costs of remediation, improvements in remediation technologies, orders by administrative agencies, and the extent to which environmental laws and regulations may change in the future. Accordingly, the company cannot presently estimate the ultimate potential costs related to either of the two sites.

During the third quarter and first nine months of 2023, the company recorded charges of $20.9 million and $23.3 million, respectively, related to increases in the environmental liabilities for the Huntsville and Norco sites. These costs are included in “Restructuring, integration, and other” on the company’s consolidated statements of operations.

To date, the company has recovered approximately $47.3 million from certain insurance carriers relating to environmental clean-up matters at these sites and continues to pursue additional recoveries from one insurer related solely to the Huntsville site. The company has not recorded a receivable for any potential future insurance recoveries.

It is reasonably possible that the company will need to adjust the liabilities noted above to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing or duration of the required actions. Future changes in estimates of the costs, timing or duration of the required actions could have a material adverse effect on the company’s consolidated financial position, results of operations or cash flows.

Other

During the third quarter of 2023, the company received $62.2 million in settlement funds in connection with claims filed against certain manufacturers of aluminum, tantalum, and film capacitors who allegedly colluded to fix the price of capacitors from 2001 through 2014. These amounts were recorded as a reduction to “Selling, general, and administrative” in the company’s consolidated statements of operations.

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

Note M – Segment and Geographic Information

The company is a global provider of products, services, and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The company has one of the world’s broadest portfolios of product

offerings available from leading electronic components and enterprise computing solutions suppliers, coupled with a range of services, solutions and tools that enables its suppliers to distribute their technologies and help its industrial and commercial customers to source, build upon, and leverage these technologies to grow their businesses, reduce their time to market, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronics components and IT content portfolios to increase value for stakeholders.

The company hastwo reportable segments, the global components business and the global ECS business. The company’s global components business, enabled by a comprehensive range of value-added capabilities and services, markets, and distributes electronic components to OEMs and EMS providers. The company’s global ECS business is a leading value-added provider of comprehensive computing solutions and services. The global ECS portfolio of computing solutions includes datacenter, cloud, security, and analytics solutions. Global ECS brings broad market access, extensive supplier relationships, scale, and resources to help its VARs and MSPs meet the needs of their end-users.

As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, operating income for the reportable segments excludes unallocated corporate overhead costs, depreciation on corporate fixed assets, and restructuring, integration, and other costs, as they are not attributable to the individual reportable segments and are included in the corporate line item.

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

​​​​​​​​​​​​​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​ · ​ · September 28, · ​ · September 30, · ​ · September 28, · ​ · September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
Sales: · ​ · ​ · ​ · ​
Components: · ​ · ​ · ​ · ​
Americas​$1,638,459​$1,869,934​$4,807,991​$6,169,949
EMEA​1,289,786​1,987,423​4,385,787​6,387,047
Asia/Pacific​2,017,814​2,387,835​5,975,729​7,226,871
Global components​$4,946,059​$6,245,192​$15,169,507​$19,783,867
​​​​​​​​​​​​​
ECS:​​​​
Americas​$1,033,115​$1,015,924​$2,904,933​$3,014,544
EMEA​844,145​745,903​2,566,007​2,459,552
Global ECS​$1,877,260​$1,761,827​$5,470,940​$5,474,096
Consolidated​$6,823,319​$8,007,019​$20,640,447​$25,257,963

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Quarter Ended · ​ · Nine Months Ended
​​September 28,​September 30,​September 28,​September 30,
(thousands) · 2024 · 2023 · 2024 · 2023
Operating income (loss): · ​ · ​ · ​ · ​
Global components (a)​$188,600​$379,053​$624,363​$1,177,906
Global ECS (b)​75,614​54,624​249,654​221,951
Corporate (c)​(88,952)​(93,594)​(300,563)​(245,372)
Consolidated​$175,262​$340,083​$573,454​$1,154,485
(a)Global components operating income includes a reversal of $1.9 million and charges of $10.2 million in inventory write downs related to the wind down of a business for the third quarter and first nine months of 2024. Global components operating income includes $62.2 million in settlement charges recorded as a reduction to operating expense for the third quarter and first nine months of 2023. Refer to Note L for additional information.
(b)For the third quarter and first nine months of 2023, global ECS operating income includes charges of $21.9 million and $25.4 million, respectively, to increase the allowance for credit losses related to one customer. For the first nine months of 2024, global ECS operating income includes a reversal of $20.0 million for aged receivables that were collected, related to the same customer, which was taken during the second quarter of 2024.
(c)Corporate operating loss includes restructuring, integration, and other charges of $34.5 million and $121.9 million for the third quarter and first nine months of 2024, respectively, and $31.4 million and $44.3 million for the third quarter and first nine months of 2023, respectively. Refer to Note I.
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