ARROW ELECTRONICS INC
For the period ended Mar 29, 2025. Filed May 1, 2025.
View on SEC.govAbout 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.
Mar 29, 2025 · Filed May 1, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
| | ||
|---|---|---|
| · Page | ||
| | ||
| Note A. Basis of Presentation | | 10 |
| Note B. Impact of Recently Issued Accounting Standards | | 10 |
| Note C. Goodwill and Intangible Assets | | 10 |
| Note D. Investments in Affiliated Companies | | 11 |
| Note E. Accounts Receivable | | 12 |
| Note F. Supplier Finance Programs | | 14 |
| Note G. Debt | | 14 |
| Note H. Financial Instruments Measured at Fair Value | | 17 |
| Note I. Restructuring, Integration, and Other | | 20 |
| Note J. Net Income per Share | | 22 |
| Note K. Shareholders’ Equity | | 23 |
| Note L. Contingencies | | 24 |
| Note M. Segment and Geographic Information | | 25 |
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, 2024, 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, 2025.
Note B – Impact of Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating the impact of the ASU on its condensed consolidated financial statements and related disclosures. In January 2025, the FASB issued ASU No. 2025-01,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU No. 2024-03 is permitted. The company does not currently anticipate adopting these amendments early.
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.
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, 2024 (a) | | $902,445 | | $1,152,850 | | $2,055,295 |
| Foreign currency translation adjustment | | 6,070 | | 17,365 | | 23,435 |
| Balance as of March 29, 2025 (a) | | $908,515 | | $1,170,215 | | $2,078,730 |
| (a) | The total carrying value of goodwill as of March 29, 2025 and December 31, 2024, 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 March 29, 2025:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · Gross · · | ||||||
| | | Carrying | | Accumulated | | |
| (thousands) | | Amount | | Amortization | | Net |
| Customer relationships | | $216,756 | | $(139,377) | | $77,379 |
| Amortizable trade name | | 74,001 | | (60,003) | | 13,998 |
| | | $290,757 | | $(199,380) | | $91,377 |
Intangible assets, net, are comprised of the following as of December 31, 2024:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · Gross · · | ||||||
| | | Carrying | | Accumulated | | |
| (thousands) | | Amount | | Amortization | | Net |
| Customer relationships | | $215,366 | | $(133,927) | | $81,439 |
| Amortizable trade name | | 74,001 | | (58,734) | | 15,267 |
| | | $289,367 | | $(192,661) | | $96,706 |
During the first quarter of 2025 and 2024, the company recorded amortization expense related to identifiable intangible assets of $5.4 million and $7.5 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:
| · · · · · | |||
|---|---|---|---|
| · March 29, · December 31, | |||
| (thousands) | 2025 | | 2024 |
| Marubun/Arrow | $45,000 | | $43,851 |
| Other | 14,112 | | 13,448 |
| | $59,112 | | $57,299 |
The equity in earnings (losses) of affiliated companies consists of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter Ended | ||||
| | | March 29, | | March 30, |
| (thousands) · 2025 · 2024 | ||||
| Marubun/Arrow | | $908 | | $(534) |
| Other | | 412 | | 190 |
| | | $1,320 | | $(344) |
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 March 29, 2025 and December 31, 2024.
Subsequent to the balance sheet date, the company sold investments in certain equity securities for $100.0 million and will record a gain on investments of $99.0 million in the second quarter of 2025. These investments were previously accounted for as equity securities without a readily determinable fair value.
Note E – Accounts Receivable
Accounts receivable, net, consists of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) · 2025 · 2024 | ||||
| Accounts receivable | | $12,544,674 | | $13,147,436 |
| Allowance for credit losses | | (121,039) | | (116,445) |
| Accounts receivable, net | | $12,423,635 | | $13,030,991 |
The following table is a rollforward for the company’s allowance for credit losses:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter Ended | ||||
| | | March 29, | | March 30, |
| (thousands) · 2025 · 2024 | ||||
| Balance at beginning of period | | $116,445 | | $146,480 |
| Charged to income | | 6,278 | | 2,879 |
| Translation adjustments | | 1,368 | | (861) |
| Write-offs | | (3,052) | | (4,049) |
| Balance at end of period | | $121,039 | | $144,449 |
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 March 29, 2025.
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 2027, 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 | ||||
| | | March 29, | | March 30, |
| (thousands) · 2025 · 2024 | ||||
| EMEA asset securitization, sales of accounts receivable | | $372,641 | | $539,880 |
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:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) · 2025 · 2024 | ||||
| Receivables sold to unaffiliated financial institutions that were uncollected | | $319,118 | | $339,669 |
| Collateralized accounts receivable held by Arrow EMEA funding Corp B.V. | | 587,504 | | 528,975 |
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 March 29, 2025, the company was in compliance with all such financial covenants.
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 | ||||
| | | March 29, | | March 30, |
| (thousands) · 2025 · 2024 | ||||
| Sales of accounts receivable under the factoring programs | | $162,751 | | $208,560 |
Other amounts under the company’s factoring programs:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) | | 2025 | | 2024 |
| Receivables sold under the factoring programs that were uncollected | | $132,671 | | $182,432 |
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 March 29, 2025, and December 31, 2024, the company had $810.8 million and $1.3 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:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) · 2025 · 2024 | ||||
| 4.00% notes, due April 2025 | | $350,000 | | $349,808 |
| Commercial paper | | 175,953 | | — |
| Other short-term borrowings | | 5,014 | | 170 |
| | | $530,967 | | $349,978 |
The company has $500.0 million in uncommitted lines of credit. There wereno outstanding borrowings under the uncommitted lines of credit at March 29, 2025 and December 31, 2024. The maturity for borrowings is generally short
term and is agreed upon with lenders at the time of each borrowing. The uncommitted lines of credit had a weighted-average effective interest rate of 4.82% and 5.18% at March 29, 2025 and December 31, 2024, 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 $176.0 million in outstanding borrowings under this program at March 29, 2025 andno outstanding borrowings at December 31, 2024. The commercial paper program had an effective interest rate of 4.79% and 5.21% at March 29, 2025 and December 31, 2024, respectively.
Long-term debt consists of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) · 2025 · 2024 | ||||
| Revolving credit facility | | $— | | $30,000 |
| North American asset securitization program | | 200,000 | | 633,000 |
| 7.50% senior debentures, due 2027 | | 110,287 | | 110,266 |
| 3.875% notes, due 2028 | | 497,948 | | 497,775 |
| 5.15% notes, due 2029 | | 495,437 | | 495,209 |
| 2.95% notes, due 2032 | | 495,713 | | 495,576 |
| 5.875% notes, due 2034 | | 495,095 | | 494,986 |
| Other obligations with various interest rates and due dates | | 18,041 | | 16,971 |
| | | $2,312,521 | | $2,773,783 |
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:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 29, · · December 31, | ||||||
| (thousands) · 2025 · 2024 | ||||||
| 7.50% senior debentures, due 2027 | | $115,000 | | $115,000 | ||
| 3.875% notes, due 2028 | | | 487,000 | | | 481,500 |
| 5.15% notes, due 2029 | | 502,500 | | 498,000 | ||
| 2.95% notes, due 2032 | | 427,500 | | 426,000 | ||
| 5.875% notes, due 2034 | | 504,500 | | 502,500 | ||
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 March 29, 2025), 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 5.47% at March 29, 2025. The facility fee, which is based on the company’s credit ratings, was 0.175% of the total borrowing capacity at March 29, 2025. The company hadno outstanding borrowings and $30.0 million in outstanding borrowings under the revolving credit facility at March 29, 2025 and December 31, 2024, 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 which matures in September 2027. 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 March 29, 2025) plus a credit spread adjustment of 0.10% or an effective interest rate of 4.82% at March 29, 2025. The facility fee is 0.40% of the total borrowing capacity.
The company had $200.0 million and $633.0 million in outstanding borrowings under the North American asset securitization program at March 29, 2025 and December 31, 2024, respectively, which was included in “Long-term debt” on the company’s consolidated balance sheets. Total collateralized accounts receivable of approximately $2.6 billion and $3.0 billion were held by AFC and were included in“Accounts receivable, net” on the company’s consolidated balance sheets at March 29, 2025 and December 31, 2024, 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 March 29, 2025, the company was in compliance with all such financial covenants.
Subsequent to the balance sheet date, the company repaid $350.0 million principal amount of its 4.00% notes due April 2025.
Interest and dividend income of $10.1 million and $19.5 million for the first quarter of 2025 and 2024, 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 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
|---|
| Level 2 | Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability |
|---|
| Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. |
|---|
The following table presents assets measured at fair value on a recurring basis at March 29, 2025:
| · · · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (thousands) · Balance Sheet Location · Level 1 · Level 2 · Level 3 · Total | ||||||||||
| Cash equivalents (a) | Cash and cash equivalents | | $14,046 | | $— | | $— | | $14,046 | |
| Equity investments (b) | Other assets | | 40,543 | | — | | — | | 40,543 | |
| Foreign exchange contracts designated as net investment hedges | Other assets / other current assets | | — | | 42,279 | | — | | 42,279 | |
| | | | | $54,589 | | $42,279 | | $— | | $96,868 |
The following table presents assets measured at fair value on a recurring basis at December 31, 2024:
| · · · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (thousands) · Balance Sheet Location · Level 1 · Level 2 · Level 3 · Total | ||||||||||
| Cash equivalents (a) | Cash and cash equivalents | | $10,751 | | $— | | $— | | $10,751 | |
| Equity investments (b) | Other assets | | 42,907 | | — | | — | | 42,907 | |
| Foreign exchange contracts designated as net investment hedges | Other assets / other current assets | | — | | 53,679 | | — | | 53,679 | |
| | | | | $53,658 | | $53,679 | | $— | | $107,337 |
| (a) | Cash equivalents include highly liquid investments with an original maturity of less than three months. |
|---|
| (b) | The company has an approximately 9.0% equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices. The company recorded unrealized losses of $0.2 million and $3.6 million for the first quarter of 2025 and 2024, respectively, on equity securities held at the end of the quarter. |
|---|
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to goodwill, and identifiable intangible assets (see Note 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.
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.”
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 primary exposures to such transactions are denominated primarily in Euros and Indian Rupees. 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 March 29, 2025 and December 31, 2024 was $1.2 billion and $1.1 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 | | March 29, 2025 | | December 31, 2024 |
| April 2025 | EUR | 100,000 | EUR | 100,000 |
| January 2028 | EUR | 100,000 | EUR | 100,000 |
| Total | EUR | 200,000 | EUR | 200,000 |
The change in the fair value of derivatives designated as net investment hedges are recorded in foreign currency translation adjustments 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.
Subsequent to the balance sheet date, during April 2025, a foreign exchange contract designated as a net investment hedge matured and the company received $24.9 million, which will be reported in the second quarter of 2025 “Cash flow 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 | |||||
| · · · · March 29, · · March 30, | |||||
| (thousands) · Income Statement Line · 2025 · 2024 | |||||
| Gain (Loss) Recognized in Income · · | |||||
| Foreign exchange contracts, net investment hedge (a) | Interest Expense | | $1,417 | | $1,804 |
| Interest rate swaps, cash flow hedge | Interest Expense | | 550 | | (695) |
| Interest rate swap, fair value hedge (b) | Interest Expense | | — | | 454 |
| Total | | $1,967 | | $1,563 | |
| Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax | | | |||
| Foreign exchange contracts, net investment hedge (c) | | $(4,873) | | $4,970 | |
| Total | | $(4,873) | | $4,970 | |
| (a) | Represents derivative amounts excluded from the assessment of effectiveness for the net investment hedges reclassified from foreign currency translation adjustments to “Interest and other financing expense, 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 quarter of 2024. During the first quarter of 2024, the fair value hedge was terminated. |
|---|
| (c) | Includes derivative gains of $2.3 million and $0.2 million for the first quarter of 2025 and 2024, 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
The following table presents the components of the restructuring, integration, and other charges:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter Ended | ||||||
| · · March 29, · · March 30, | ||||||
| (thousands) | 2025 | 2024 | ||||
| Restructuring, integration and related costs | | | | | | |
| Operating Expense Efficiency Plan costs (a) | | $8,685 | | $— | ||
| Other plans | | | 1,301 | | | (364) |
| Other expenses | | | | | | |
| Operating expense reduction costs not related to restructuring initiatives (b) | | | 3,749 | | | 42,763 |
| Early lease termination costs | | | 1,255 | | | 3,318 |
| Other charges | | | 2,323 | | | 1,139 |
| | | $17,313 | | $46,856 | ||
| (a) | See details related to the Operating Expense Efficiency Plan discussed below. |
|---|
| (b) | These costs are primarily related to employee severance and benefit costs. As of March 29, 2025, the accrued liabilities related to these costs totaled $6.8 million and substantially all accrued amounts are expected to be spent in cash within one year. |
|---|
Operating Expense Efficiency Plan
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. 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.
Under the Plan, the company anticipates to incur pre-tax restructuring charges of no more than $185.0 million. While the composition of these costs will continue to evolve over time, the company currently expects to incur approximately $90.0 million of employee severance and other personnel cash expenditures; approximately $70.0 million of non-cash asset impairments, inventory write-downs and foreign currency translation adjustment write-offs related to the wind-down of certain business operations; and approximately $25.0 million of other related cash expenditures. As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, restructuring, integration, and related costs are included in the corporate line item for management and segment reporting as they are not attributable to the individual reportable segments.
The following table presents the costs related to the Operating Expense Efficiency Plan:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (thousands) · Income Statement Line · Quarter Ended March 29, 2025 · Total Cost Incurred to Date | |||||||||
| Employee severance and benefit costs | | | Restructuring, integration, and other | | $6,754 | | $8,102 | ||
| Inventory (recoveries) write-downs | | | Cost of sales | | | (2,467) | | | 47,877 |
| Asset impairments | | | Restructuring, integration, and other | | | - | | | 1,416 |
| Other costs (a) | | | Restructuring, integration, and other | | | 1,931 | | | 9,446 |
| | | | | | $6,218 | | $66,841 | ||
| (a) | Other costs consist primarily of consulting and other professional fees and lease terminations. |
|---|
The following table presents the activity in the restructuring and integration accruals related to the Operating Expense Efficiency Plan:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (thousands) · Employee Severance and Benefit Costs · Inventory Recoveries · Other Costs · Total | ||||||||||||
| Balance at December 31, 2024 | | $384 | | $ | - | | $202 | | $586 | |||
| Restructuring related charges | | | 6,754 | | | (2,467) | | | 1,931 | | | 6,218 |
| Cash (payments) receipts | | | (3,146) | | | 2,467 | | | (866) | | | (1,545) |
| Foreign currency translations | | | 141 | | | - | | | 61 | | | 202 |
| Balance at March 29, 2025 | | $4,133 | | $ | - | | $1,328 | | $5,461 | |||
Substantially all amounts accrued at March 29, 2025 related to the Operating Expense Efficiency Plan are expected to be paid in cash withinone year.
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 | ||||||
| · · March 29, · · March 30, | ||||||
| (thousands except per share data) · 2025 · 2024 | ||||||
| Net income attributable to shareholders | | $79,720 | | $83,601 | ||
| Weighted-average shares outstanding - basic | | 52,266 | | 54,251 | ||
| Net effect of various dilutive stock-based compensation awards | | 408 | | 564 | ||
| Weighted-average shares outstanding - diluted | | 52,674 | | 54,815 | ||
| Net income per share: | | | ||||
| Basic | | $1.53 | | $1.54 | ||
| Diluted (a) | | $1.51 | | $1.53 | ||
| | | | | | | |
| (a) Equity awards excluded from diluted net income per share as their effect would have been anti-dilutive | | | 86 | | | - |
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 | ||||
| | | March 29, | | March 30, |
| (thousands) | 2025 | 2024 | ||
| Foreign Currency Translation Adjustment and Other: | | | | |
| Other comprehensive income (loss) before reclassifications (a) | | $130,616 | | $(98,172) |
| Amounts reclassified into income | | 201 | | 45 |
| (Loss) gain on Foreign Exchange Contracts Designated as Net Investment Hedges, Net: | | | | |
| Other comprehensive (loss) income before reclassifications (b) | | (4,873) | | 4,970 |
| Amounts reclassified into income | | (1,079) | | (1,372) |
| (Loss) gain on Interest Rate Swaps Designated as Cash Flow Hedges, Net: | | | ||
| Amounts reclassified into income | | (419) | | 529 |
| Employee Benefit Plan Items, Net: | | | ||
| Amounts reclassified into income | | (362) | | (91) |
| Net change in Accumulated other comprehensive income (loss) | | $124,084 | | $(94,091) |
| (a) | Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $12.7 million and ($6.8) million for the first quarter of 2025 and 2024, 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, 2024 | 55,592 | 3,420 | 52,172 |
| Shares issued for stock-based compensation awards | 195 | (28) | 223 |
| Repurchases of common stock | — | 528 | (528) |
| Common stock outstanding at March 29, 2025 | 55,787 | 3,920 | 51,867 |
| · · · · · · | |||
|---|---|---|---|
| | Common | | Common |
| · · Stock · · Treasury · · Stock | |||
| (thousands) · · Issued · · Stock · · Outstanding | |||
| Common stock outstanding at December 31, 2023 | 57,691 | 3,880 | 53,811 |
| Shares issued for stock-based compensation awards | 264 | (57) | 321 |
| Repurchases of common stock | — | 902 | (902) |
| Common stock outstanding at March 30, 2024 | 57,955 | 4,725 | 53,230 |
Share Repurchase Program
The following table shows the company’s share repurchase program as of March 29, 2025:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · 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 |
| January 2023 | | $1,000,000 | | $726,210 | | $273,790 |
The company repurchased 0.5 million shares of its common stock for $49.9 million and 0.8 million shares of its common stock for $100.0 million in the first quarter of 2025 and 2024, respectively, under the company’s share repurchase program, excluding excise taxes. During the first quarter of 2025, the company accrued $0.3 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 March 29, 2025, approximately $273.8 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 $24.4 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 $9.1 million and $86.8 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 $19.1 million and $35.2 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.
To date, the company has recovered approximately $47.4 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
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 organizes its operations by geographic region and global business lines. The company’s operating segments reflect the way the chief executive officer (CODM as defined inASC 280, Segment Reporting) reviews financial information, makes operating decisions and assesses business performance. In identifying operating segments, the company also considers its annual budgeting and forecasting process, management reporting structure, the basis on which management compensation is determined, information presented to the Board of Directors and similarities such as the nature of products, the level of shared products, technology and other resources, and customer base. The company concluded that identifying operating segments by major geographic region within each of the company’s major businesses was consistent with the objectives of ASC 280 and it has aggregated geographic operating segments within the global components reportable segment and the global ECS reportable segment based on similar characteristics including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers.
The company’s global components reportable segment is 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 reportable segment 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.
The CODM evaluates the performance of both reportable segments based on operating income. Sales, net gross profit, and operating expenses are also monitored closely. This information is used to monitor segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments. The CODM also uses these measures to monitor trends in year over year performance comparisons, sequential quarter performance comparisons, and to compare actual results to forecasts. More disaggregated information about operating expense is generally only reviewed by the CODM on a consolidated basis.
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 | ||||||
| · · March 29, · · March 30, | ||||||
| (thousands) · 2025 · 2024 | ||||||
| Sales: · · | ||||||
| Components: · · | ||||||
| Americas | | $1,568,570 | | $1,596,692 | ||
| EMEA | | 1,340,001 | | 1,656,507 | ||
| Asia/Pacific | | 1,869,151 | | 1,938,218 | ||
| Global components | | $4,777,722 | | $5,191,417 | ||
| | | | | | | |
| ECS: | | | ||||
| Americas | | $909,903 | | $907,748 | ||
| EMEA | | 1,126,392 | | 825,095 | ||
| Global ECS | | $2,036,295 | | $1,732,843 | ||
| Consolidated | | $6,814,017 | | $6,924,260 | ||
Sales by country are as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter Ended | ||||
| | | March 29, | | March 30, |
| (thousands) · 2025 · 2024 | ||||
| Sales: · · | ||||
| China and Hong Kong | | $925,892 | | $963,577 |
| Germany | | 717,332 | | 868,427 |
| Other | | 2,859,350 | | 2,779,436 |
| Total foreign | | $4,502,574 | | $4,611,440 |
| United States | | 2,311,443 | | 2,312,820 |
| Total | | $6,814,017 | | $6,924,260 |
Results of operations by reportable segment are as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter Ended | |||||||||||||
| · · March 29, 2025 | |||||||||||||
| (thousands) · · Global Components · · Global ECS · · Corporate · · Consolidated · | |||||||||||||
| Sales | | $4,777,722 | | $2,036,295 | | $ | - | | $6,814,017 | | |||
| Cost of sales | | | 4,222,777 | | | 1,817,248 | | | - | | | 6,040,025 | |
| Gross profit | | | 554,945 | | | 219,047 | | | - | | | 773,992 | |
| Gross profit margin | | | 11.6% | | 10.8% | | - | | | 11.4% | |||
| Operating expenses (a) | | | 383,560 | | | 141,733 | | | 90,146 | | | 615,439 | |
| Operating income (loss) (b) (c) | | $171,385 | | $77,314 | | $(90,146) | | $158,553 | | ||||
| Operating income margin | | | 3.6% | | 3.8% | | - | | | 2.3% | |||
| | | | | | | | | | | | | | |
| | | Quarter Ended | |||||||||||
| | | March 30, 2024 | |||||||||||
| (thousands) | | Global Components | | Global ECS | | Corporate | | Consolidated | | ||||
| Sales | | $5,191,417 | | $1,732,843 | | $ | - | | $6,924,260 | | |||
| Cost of sales | | | 4,545,703 | | | 1,520,731 | | | - | | | 6,066,434 | |
| Gross profit | | | 645,714 | | | 212,112 | | | - | | | 857,826 | |
| Gross profit margin | | | 12.4% | | 12.2% | | - | | | 12.4% | |||
| Operating expenses (a) | | | 420,152 | | | 140,653 | | | 111,104 | | | 671,909 | |
| Operating income (loss) (b) (c) | | $225,562 | | $71,459 | | $(111,104) | | $185,917 | | ||||
| Operating income margin | | | 4.3% | | 4.1% | | - | | | 2.7% | |||
| (a) | Segment operating expenses primarily include employee-related expenses, depreciation and amortization, and allowance for credit losses. |
|---|
| (b) | Global components operating income includes recoveries of $2.5 million and charges of $10.5 million in inventory write-downs related to the wind down of businesses for the first quarter of 2025 and 2024, respectively. |
|---|
| (c) | Corporate operating loss includes restructuring, integration, and other charges of $17.3 million and $46.9 million for the first quarter of 2025 and 2024, respectively. Restructuring, integration, and other charges of $3.7 million and $42.8 million related to the termination of personnel as a part of operating expense reduction initiatives for the first quarter of 2025 and 2024, respectively. Refer to Note I. |
|---|
Total assets, by reportable segment, are as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| | | March 29, | | December 31, |
| (thousands) · 2025 · 2024 | ||||
| Total assets: · · | ||||
| Global components | | $15,239,486 | | $14,765,931 |
| Global ECS | | 5,620,959 | | 6,518,723 |
| Corporate | | 540,397 | | 473,053 |
| Consolidated | | $21,400,842 | | $21,757,707 |
Long-lived assets by country are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 29, · · December 31, | ||||||
| (thousands) · 2025 · 2024 | ||||||
| Long-lived assets: · · | ||||||
| France | | $90,327 | | $86,268 | ||
| Netherlands | | | 79,273 | | | 78,120 |
| Other | | 229,524 | | 223,903 | ||
| Total foreign | | $399,124 | | $388,291 | ||
| United States | | 325,028 | | 332,098 | ||
| Total | | $724,152 | | $720,389 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.