x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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11-1806155
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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9201 East Dry Creek Road, Centennial, Colorado
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80112
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Name
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Age
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Position
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Michael J. Long
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59
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Chairman, President, and Chief Executive Officer
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Matt Anderson
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39
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Senior Vice President, Chief Digital Officer
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Sean J. Kerins
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55
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President, Arrow Global Enterprise Computing Solutions
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Andy King
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54
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President, Arrow Global Components
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Chuck Kostalnick
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52
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Senior Vice President, Chief Supply Chain Officer
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Vincent P. Melvin
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54
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Senior Vice President, Chief Information Officer
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M. Catherine Morris
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59
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Senior Vice President, Chief Strategy Officer
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Chris D. Stansbury
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52
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Senior Vice President, Chief Financial Officer
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Gregory P. Tarpinian
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56
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Senior Vice President, Chief Legal Officer
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Gretchen K. Zech
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48
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Senior Vice President, Chief Human Resources Officer
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•
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grant liens on assets;
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•
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make investments;
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•
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merge, consolidate, or transfer all or substantially all of its assets;
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•
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incur additional debt; or
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•
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engage in certain transactions with affiliates.
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•
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import and export regulations that could erode profit margins or restrict exports;
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•
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the burden and cost of compliance with international laws, treaties, and technical standards and changes in those regulations;
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•
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potential restrictions on transfers of funds;
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•
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import and export duties and value-added taxes;
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•
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transportation delays and interruptions;
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•
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the burden and cost of compliance with complex multi-national tax laws and regulations;
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•
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uncertainties arising from local business practices and cultural considerations;
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•
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enforcement of the Foreign Corrupt Practices Act, or similar laws of other jurisdictions;
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•
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foreign laws that potentially discriminate against companies which are headquartered outside that jurisdiction;
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•
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volatility associated with sovereign debt of certain international economies;
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•
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the uncertainty surrounding the implementation and effects of Brexit;
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•
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potential military conflicts and political risks; and
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•
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currency fluctuations, which the company attempts to minimize through traditional hedging instruments.
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•
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effectively combining the acquired operations, technologies, or products;
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•
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unanticipated costs or assumed liabilities, including those associated with regulatory actions or investigations;
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•
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not realizing the anticipated financial benefit from the acquired companies;
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•
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diversion of management's attention;
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•
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negative effects on existing customer and supplier relationships; and
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•
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potential loss of key employees, especially those of the acquired companies.
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•
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result in substantial cost to the company;
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•
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divert management's attention and resources;
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•
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be time consuming to defend;
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•
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result in substantial damage awards; or
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•
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cause product shipment delays.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
.
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Year
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High
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Low
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||
2017:
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Fourth Quarter
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$
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84.35
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$
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76.68
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Third Quarter
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84.53
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73.71
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Second Quarter
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80.35
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69.67
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First Quarter
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75.88
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68.55
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2016:
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Fourth Quarter
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$
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72.44
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$
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59.25
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Third Quarter
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67.21
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59.88
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Second Quarter
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67.99
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59.06
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First Quarter
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65.32
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46.66
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance
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||||
Equity compensation plans approved by security holders
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2,881,482
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$
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59.75
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4,896,220
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Total
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2,881,482
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$
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59.75
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4,896,220
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2012
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2013
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2014
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2015
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2016
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2017
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Arrow Electronics
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100
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142
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152
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142
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187
|
211
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Peer Group
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100
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129
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148
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142
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176
|
191
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S&P 500 Stock Index
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100
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132
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151
|
153
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171
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208
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Month of Board Approval
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Dollar Value Approved for Repurchase
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Dollar Value of Shares Repurchased
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Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
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||||||
May 2014
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$
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200,000
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$
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200,000
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$
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—
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December 2014
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200,000
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200,000
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—
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September 2015
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400,000
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400,000
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—
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December 2016
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400,000
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41,079
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358,921
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Total
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$
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1,200,000
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$
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841,079
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$
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358,921
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Month
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Total
Number of
Shares
Purchased
(a)
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Average
Price Paid
per Share
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Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program
(b)
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Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
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||||||||
October 1 through October 28, 2017
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$
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—
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$
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—
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$
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—
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$
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383,919
|
|
October 29 through November 25, 2017
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319,071
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78.35
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319,071
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358,921
|
|
||||
November 26 through December 31, 2017
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1,489
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78.30
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—
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358,921
|
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||||
Total
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$
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320,560
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|
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$
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319,071
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(a)
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Includes share repurchases under the Share-Repurchase Programs and those associated with shares withheld from employees for stock-based awards, as permitted by the Omnibus Incentive Plan, in order to satisfy the required tax withholding obligations.
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(b)
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The difference between the "total number of shares purchased" and the "total number of shares purchased as part of publicly announced program" for the quarter ended
December 31, 2017
is
1,489
shares, which relate to shares withheld from employees for stock-based awards, as permitted by the Omnibus Incentive Plan, in order to satisfy the required tax withholding obligations. The purchase of these shares were not made pursuant to any publicly announced repurchase plan.
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For the years ended December 31:
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2017
(a)
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2016
(b)
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2015
(c)
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2014
(d)
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2013
(e)
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||||||||||
Sales
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$
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26,812,508
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$
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23,825,261
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$
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23,282,020
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$
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22,768,674
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$
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21,357,285
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Gross profit
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3,357,339
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3,144,199
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3,035,250
|
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2,995,895
|
|
|
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2,790,929
|
|
Operating income
|
|
928,450
|
|
|
|
858,539
|
|
|
|
824,482
|
|
|
|
762,257
|
|
|
|
693,500
|
|
Net income attributable to shareholders
|
|
401,962
|
|
|
|
522,750
|
|
|
|
497,726
|
|
|
|
498,045
|
|
|
|
399,420
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||
Basic
|
$
|
4.53
|
|
|
$
|
5.75
|
|
|
$
|
5.26
|
|
|
$
|
5.05
|
|
|
$
|
3.89
|
|
Diluted
|
$
|
4.48
|
|
|
$
|
5.68
|
|
|
$
|
5.20
|
|
|
$
|
4.98
|
|
|
$
|
3.85
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
At December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable and inventories, net
|
$
|
11,473,610
|
|
|
$
|
9,602,332
|
|
|
$
|
8,627,908
|
|
|
$
|
8,379,107
|
|
|
$
|
7,937,046
|
|
Total assets
|
|
16,462,809
|
|
|
|
14,206,366
|
|
|
|
13,021,930
|
|
|
|
12,435,301
|
|
|
|
12,051,562
|
|
Long-term debt
|
|
2,933,045
|
|
|
|
2,696,334
|
|
|
|
2,380,575
|
|
|
|
2,067,898
|
|
|
|
2,216,811
|
|
Shareholders' equity
|
|
4,951,539
|
|
|
|
4,413,438
|
|
|
|
4,142,443
|
|
|
|
4,153,970
|
|
|
|
4,180,232
|
|
(a)
|
Operating income and net income attributable to shareholders include identifiable intangible asset amortization of
$50.1 million
, impairment of assets held for sale of
$21.0 million
, and restructuring, integration, and other charges of
$91.3 million
. Net income attributable to shareholders includes a loss on extinguishment of debt of
$59.5 million
, a loss on investment of
$14.2 million
, and the impact of the Tax Act of
$124.7 million
.
|
(b)
|
Operating income and net income attributable to shareholders include identifiable intangible asset amortization of
$54.9 million
and restructuring, integration, and other charges of
$73.6 million
.
|
(c)
|
Operating income and net income attributable to shareholders include identifiable intangible asset amortization of
$51.0 million
and restructuring, integration, and other charges of
$68.8 million
. Net income attributable to shareholders includes a loss on extinguishment of debt of
$2.9 million
and a loss on investment of
$1.0 million
.
|
(d)
|
Operating income and net income attributable to shareholders include identifiable intangible asset amortization of
$44.1 million
, restructuring, integration, and other charges of
$39.8 million
, and a non-cash impairment charge associated with discontinuing the use of a trade name of
$78.0 million
. Net income attributable to shareholders also includes a gain on investment of
$29.7 million
.
|
(e)
|
Operating income and net income attributable to shareholders include identifiable intangible asset amortization of
$36.8 million
and restructuring, integration, and other charges of
$92.7 million
. Net income attributable to shareholders also includes a loss on extinguishment of debt of
$4.3 million
, an increase in the provision of income taxes of
$20.8 million
, and interest expense of
$1.6 million
relating to the settlement of certain international tax matters.
|
•
|
a loss on extinguishment of debt of
$59.5 million
in
2017
;
|
•
|
restructuring, integration, and other charges of
$91.3 million
in
2017
and
$73.6 million
in
2016
;
|
•
|
impairment of assets held for sale of
$21.0 million
in
2017
;
|
•
|
identifiable intangible asset amortization of
$50.1 million
in
2017
and
$54.9 million
in
2016
;
|
•
|
a loss on investment of
$14.2 million
in
2017
; and
|
•
|
impact of the U.S. federal government enacted tax legislation ("Tax Act") of
$124.7 million
.
|
•
|
Sales, income, or expense items as adjusted for the impact of changes in foreign currencies (referred to as "impact of changes in foreign currencies") and the impact of acquisitions by adjusting the company's prior periods to include the operating results of businesses acquired, including the amortization expense related to acquired intangible assets, as if the acquisitions had occurred at the beginning of the earliest period presented (referred to as "impact of acquisitions");
|
•
|
Operating income as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, and impairment of assets held for sale; and
|
•
|
Net income attributable to shareholders as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, impairment of assets held for sale, loss on investment, loss on extinguishment of debt, and impact of the Tax Act.
|
|
|
2017
|
|
2016
|
|
%
Change
|
||||||
Consolidated gross profit, as reported
|
|
$
|
3,357
|
|
|
$
|
3,144
|
|
|
6.8
|
%
|
|
Impact of changes in foreign currencies
|
|
—
|
|
|
18
|
|
|
|
|
|||
Impact of acquisitions
|
|
—
|
|
|
13
|
|
|
|
|
|||
Consolidated gross profit, as adjusted
|
|
$
|
3,357
|
|
|
$
|
3,175
|
|
|
5.7
|
%
|
|
Consolidated gross profit as a percentage of sales, as reported
|
|
12.5
|
%
|
|
13.2
|
%
|
|
(70
|
)
|
bps
|
||
Consolidated gross profit as a percentage of sales, as adjusted
|
|
12.5
|
%
|
|
13.2
|
%
|
|
(70
|
)
|
bps
|
|
|
2016
|
|
2015
|
|
%
Change
|
||||||
Consolidated gross profit, as reported
|
|
$
|
3,144
|
|
|
$
|
3,035
|
|
|
3.6
|
%
|
|
Impact of changes in foreign currencies
|
|
—
|
|
|
(27
|
)
|
|
|
|
|||
Impact of acquisitions
|
|
13
|
|
|
95
|
|
|
|
|
|||
Consolidated gross profit, as adjusted
|
|
$
|
3,157
|
|
|
$
|
3,103
|
|
|
1.7
|
%
|
|
Consolidated gross profit as a percentage of sales, as reported
|
|
13.2
|
%
|
|
13.0
|
%
|
|
20
|
|
bps
|
||
Consolidated gross profit as a percentage of sales, as adjusted
|
|
13.2
|
%
|
|
13.1
|
%
|
|
10
|
|
bps
|
|
|
2017
|
|
2016
|
|
% Change
|
||||||
Selling, general, and administrative expenses, as reported
|
|
$
|
2,163
|
|
|
$
|
2,053
|
|
|
5.4
|
%
|
|
Depreciation and amortization, as reported
|
|
154
|
|
|
159
|
|
|
(3.5
|
)%
|
|
||
Operating expenses, as reported
|
|
2,317
|
|
|
2,212
|
|
|
4.7
|
%
|
|
||
Impact of changes in foreign currencies
|
|
—
|
|
|
9
|
|
|
|
|
|||
Impact of acquisitions
|
|
—
|
|
|
9
|
|
|
|
|
|||
Operating expenses, as adjusted
|
|
$
|
2,317
|
|
|
$
|
2,230
|
|
|
3.9
|
%
|
|
Operating expenses as a percentage of sales, as reported
|
|
8.6
|
%
|
|
9.3
|
%
|
|
(70
|
)
|
bps
|
||
Operating expenses as a percentage of sales, as adjusted
|
|
8.6
|
%
|
|
9.3
|
%
|
|
(70
|
)
|
bps
|
|
|
2016
|
|
2015
|
|
% Change
|
||||||
Selling, general, and administrative expenses, as reported
|
|
$
|
2,053
|
|
|
$
|
1,986
|
|
|
3.4
|
%
|
|
Depreciation and amortization, as reported
|
|
159
|
|
|
156
|
|
|
2.2
|
%
|
|
||
Operating expenses, as reported
|
|
2,212
|
|
|
2,142
|
|
|
3.3
|
%
|
|
||
Impact of changes in foreign currencies
|
|
—
|
|
|
(19
|
)
|
|
|
|
|||
Impact of acquisitions
|
|
9
|
|
|
69
|
|
|
|
|
|||
Operating expenses, as adjusted*
|
|
$
|
2,221
|
|
|
$
|
2,191
|
|
|
1.3
|
%
|
|
Operating expenses as a percentage of sales, as reported
|
|
9.3
|
%
|
|
9.2
|
%
|
|
10
|
|
bps
|
||
Operating expenses as a percentage of sales, as adjusted
|
|
9.3
|
%
|
|
9.2
|
%
|
|
10
|
|
bps
|
|
|
2017
|
|
2016
|
|
% Change
|
||||||
Consolidated operating income, as reported
|
|
$
|
928
|
|
|
$
|
859
|
|
|
8.1
|
%
|
|
Identifiable intangible asset amortization
|
|
50
|
|
|
55
|
|
|
|
|
|
||
Impairment of assets held for sale
|
|
21
|
|
|
—
|
|
|
|
|
|||
Restructuring, integration, and other charges
|
|
91
|
|
|
74
|
|
|
|
|
|
||
Consolidated operating income, as adjusted*
|
|
$
|
1,091
|
|
|
$
|
987
|
|
|
10.5
|
%
|
|
Consolidated operating income as a percentage of sales, as reported
|
|
3.5
|
%
|
|
3.6
|
%
|
|
(10
|
)
|
bps
|
||
Consolidated operating income, as adjusted, as a percentage of sales, as reported
|
|
4.1
|
%
|
|
4.1
|
%
|
|
flat
|
|
|
|
|
2016
|
|
2015
|
|
% Change
|
||||||
Consolidated operating income, as reported
|
|
$
|
859
|
|
|
$
|
824
|
|
|
4.1
|
%
|
|
Identifiable intangible asset amortization
|
|
55
|
|
|
51
|
|
|
|
|
|||
Restructuring, integration, and other charges
|
|
74
|
|
|
69
|
|
|
|
|
|||
Consolidated operating income, as adjusted*
|
|
$
|
987
|
|
|
$
|
944
|
|
|
4.5
|
%
|
|
Consolidated operating income as a percentage of sales, as reported
|
|
3.6
|
%
|
|
3.5
|
%
|
|
10
|
|
bps
|
||
Consolidated operating income, as adjusted, as a percentage of sales, as reported
|
|
4.1
|
%
|
|
4.1
|
%
|
|
flat
|
|
|
|
|
2017
|
||
Transition tax on non-U.S subsidiaries' earnings
|
|
$
|
(196.0
|
)
|
Re-measurement of U.S. deferred tax assets and liabilities
|
|
71.3
|
|
|
Total impact of the Tax Act on the provision for income taxes
|
|
$
|
(124.7
|
)
|
|
2017
|
|
2016
|
||||
Net income attributable to shareholders, as reported
|
$
|
402
|
|
|
$
|
523
|
|
Identifiable intangible asset amortization*
|
49
|
|
|
53
|
|
||
Impairment of assets held for sale
|
21
|
|
|
—
|
|
||
Restructuring, integration, and other charges
|
91
|
|
|
74
|
|
||
Loss on investment, net
|
14
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
60
|
|
|
—
|
|
||
Tax effect of adjustments above
|
(83
|
)
|
|
(40
|
)
|
||
Impact of the Tax Act
|
125
|
|
|
—
|
|
||
Net income attributable to shareholders, as adjusted
|
$
|
679
|
|
|
$
|
610
|
|
|
2016
|
|
2015
|
||||
Net income attributable to shareholders, as reported
|
$
|
523
|
|
|
$
|
498
|
|
Identifiable intangible asset amortization*
|
53
|
|
|
51
|
|
||
Restructuring, integration, and other charges
|
74
|
|
|
69
|
|
||
Gain/loss on investment
|
—
|
|
|
1
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
3
|
|
||
Tax effect of adjustments above
|
(40
|
)
|
|
(29
|
)
|
||
Net income attributable to shareholders, as adjusted**
|
$
|
610
|
|
|
$
|
592
|
|
|
Within 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5 Years
|
|
Total
|
||||||||||
Debt
|
$
|
355,588
|
|
|
$
|
712,803
|
|
|
$
|
480,188
|
|
|
$
|
1,738,723
|
|
|
$
|
3,287,302
|
|
Interest on long-term debt
|
111,861
|
|
|
206,361
|
|
|
162,766
|
|
|
192,838
|
|
|
673,826
|
|
|||||
Capital leases
|
1,218
|
|
|
1,331
|
|
|
—
|
|
|
—
|
|
|
2,549
|
|
|||||
Operating leases
|
75,058
|
|
|
114,013
|
|
|
65,121
|
|
|
135,079
|
|
|
389,271
|
|
|||||
Purchase obligations (a)
|
4,919,481
|
|
|
107,500
|
|
|
1,557
|
|
|
36
|
|
|
5,028,574
|
|
|||||
Other (b)
|
36,823
|
|
|
36,453
|
|
|
32,030
|
|
|
118,294
|
|
|
223,600
|
|
|||||
|
$
|
5,500,029
|
|
|
$
|
1,178,461
|
|
|
$
|
741,662
|
|
|
$
|
2,184,970
|
|
|
$
|
9,605,122
|
|
(a)
|
Amounts represent an estimate of non-cancelable inventory purchase orders and other contractual obligations related to information technology and facilities as of
December 31, 2017
. Most of the company's inventory purchases are pursuant to authorized distributor agreements, which are typically cancelable by either party at any time or on short notice, usually within a few months.
|
(b)
|
Includes estimates of contributions required to meet the requirements of the Wyle defined benefit plan. Amounts are subject to change based upon the performance of plan assets, as well as the discount rate used to determine the obligation. Also included are amounts relating to the Tax Act transition tax payable and personnel, facilities, and certain other costs resulting from restructuring and integration activities.
|
Month of Board Approval
|
|
Dollar Value Approved for Repurchase
|
|
Dollar Value of Shares Repurchased
|
|
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
|
||||||
May 2014
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
December 2014
|
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|||
September 2015
|
|
400,000
|
|
|
400,000
|
|
|
—
|
|
|||
December 2016
|
|
400,000
|
|
|
41,079
|
|
|
358,921
|
|
|||
Total
|
|
$
|
1,200,000
|
|
|
$
|
841,079
|
|
|
$
|
358,921
|
|
•
|
broad economic factors impacting the investee's industry;
|
•
|
publicly available forecasts for sales and earnings growth for the industry and investee; and
|
•
|
the cyclical nature of the investee's industry.
|
•
|
macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;
|
•
|
industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;
|
•
|
cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;
|
•
|
overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;
|
•
|
other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;
|
•
|
events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and
|
•
|
a sustained decrease in share price (considered in both absolute terms and relative to peers).
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
|
$
|
26,812,508
|
|
|
$
|
23,825,261
|
|
|
$
|
23,282,020
|
|
Cost of sales
|
|
23,455,169
|
|
|
20,681,062
|
|
|
20,246,770
|
|
|||
Gross profit
|
|
3,357,339
|
|
|
3,144,199
|
|
|
3,035,250
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
|
2,162,996
|
|
|
2,052,863
|
|
|
1,986,249
|
|
|||
Depreciation and amortization
|
|
153,599
|
|
|
159,195
|
|
|
155,754
|
|
|||
Impairment of assets held for sale
|
|
21,000
|
|
|
—
|
|
|
—
|
|
|||
Restructuring, integration, and other charges
|
|
91,294
|
|
|
73,602
|
|
|
68,765
|
|
|||
|
|
2,428,889
|
|
|
2,285,660
|
|
|
2,210,768
|
|
|||
Operating income
|
|
928,450
|
|
|
858,539
|
|
|
824,482
|
|
|||
Equity in earnings of affiliated companies
|
|
3,424
|
|
|
7,573
|
|
|
7,037
|
|
|||
Loss on investment, net
|
|
14,231
|
|
|
—
|
|
|
992
|
|
|||
Loss on extinguishment of debt
|
|
59,545
|
|
|
—
|
|
|
2,943
|
|
|||
Interest and other financing expense, net
|
|
163,810
|
|
|
150,715
|
|
|
135,401
|
|
|||
Income before income taxes
|
|
694,288
|
|
|
715,397
|
|
|
692,183
|
|
|||
Provision for income taxes
|
|
287,126
|
|
|
190,674
|
|
|
191,697
|
|
|||
Consolidated net income
|
|
407,162
|
|
|
524,723
|
|
|
500,486
|
|
|||
Noncontrolling interests
|
|
5,200
|
|
|
1,973
|
|
|
2,760
|
|
|||
Net income attributable to shareholders
|
|
$
|
401,962
|
|
|
$
|
522,750
|
|
|
$
|
497,726
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
4.53
|
|
|
$
|
5.75
|
|
|
$
|
5.26
|
|
Diluted
|
|
$
|
4.48
|
|
|
$
|
5.68
|
|
|
$
|
5.20
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|||||
Basic
|
|
88,681
|
|
|
90,960
|
|
|
94,608
|
|
|||
Diluted
|
|
89,766
|
|
|
92,033
|
|
|
95,686
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Consolidated net income
|
$
|
407,162
|
|
|
$
|
524,723
|
|
|
$
|
500,486
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment and other
|
248,510
|
|
|
(109,187
|
)
|
|
(223,268
|
)
|
|||
Unrealized gain (loss) on investment securities, net
|
8,852
|
|
|
(2,439
|
)
|
|
814
|
|
|||
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net
|
(2,359
|
)
|
|
373
|
|
|
871
|
|
|||
Employee benefit plan items, net
|
8,853
|
|
|
10,148
|
|
|
2,947
|
|
|||
Other comprehensive income (loss)
|
263,856
|
|
|
(101,105
|
)
|
|
(218,636
|
)
|
|||
Comprehensive income
|
671,018
|
|
|
423,618
|
|
|
281,850
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
10,207
|
|
|
16
|
|
|
4,213
|
|
|||
Comprehensive income attributable to shareholders
|
$
|
660,811
|
|
|
$
|
423,602
|
|
|
$
|
277,637
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
730,083
|
|
|
$
|
534,320
|
|
Accounts receivable, net
|
|
8,171,092
|
|
|
6,746,687
|
|
||
Inventories
|
|
3,302,518
|
|
|
2,855,645
|
|
||
Other current assets
|
|
214,066
|
|
|
180,069
|
|
||
Total current assets
|
|
12,417,759
|
|
|
10,316,721
|
|
||
Property, plant, and equipment, at cost:
|
|
|
|
|
|
|
||
Land
|
|
12,866
|
|
|
23,456
|
|
||
Buildings and improvements
|
|
160,664
|
|
|
175,141
|
|
||
Machinery and equipment
|
|
1,330,730
|
|
|
1,297,657
|
|
||
|
|
1,504,260
|
|
|
1,496,254
|
|
||
Less: Accumulated depreciation and amortization
|
|
(665,785
|
)
|
|
(739,955
|
)
|
||
Property, plant, and equipment, net
|
|
838,475
|
|
|
756,299
|
|
||
Investments in affiliated companies
|
|
88,347
|
|
|
88,401
|
|
||
Intangible assets, net
|
|
286,215
|
|
|
336,882
|
|
||
Goodwill
|
|
2,470,047
|
|
|
2,392,220
|
|
||
Other assets
|
|
361,966
|
|
|
315,843
|
|
||
Total assets
|
|
$
|
16,462,809
|
|
|
$
|
14,206,366
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
6,756,830
|
|
|
$
|
5,774,151
|
|
Accrued expenses
|
|
842,933
|
|
|
821,244
|
|
||
Short-term borrowings, including current portion of long-term debt
|
|
356,806
|
|
|
93,827
|
|
||
Total current liabilities
|
|
7,956,569
|
|
|
6,689,222
|
|
||
Long-term debt
|
|
2,933,045
|
|
|
2,696,334
|
|
||
Other liabilities
|
|
572,971
|
|
|
355,190
|
|
||
Commitments and contingencies (Notes 14 and 15)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
|
|
|
||
Common stock, par value $1:
|
|
|
|
|
|
|
||
Authorized - 160,000 shares in both 2017 and 2016
|
|
|
|
|
|
|
||
Issued - 125,424 shares in both 2017 and 2016
|
|
125,424
|
|
|
125,424
|
|
||
Capital in excess of par value
|
|
1,114,167
|
|
|
1,112,114
|
|
||
Treasury stock (37,733 and 36,511 shares in 2017 and 2016, respectively), at cost
|
|
(1,762,239
|
)
|
|
(1,637,476
|
)
|
||
Retained earnings
|
|
5,599,192
|
|
|
5,197,230
|
|
||
Accumulated other comprehensive loss
|
|
(125,005
|
)
|
|
(383,854
|
)
|
||
Total shareholders' equity
|
|
4,951,539
|
|
|
4,413,438
|
|
||
Noncontrolling interests
|
|
48,685
|
|
|
52,182
|
|
||
Total equity
|
|
5,000,224
|
|
|
4,465,620
|
|
||
Total liabilities and equity
|
|
$
|
16,462,809
|
|
|
$
|
14,206,366
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
$
|
407,162
|
|
|
$
|
524,723
|
|
|
$
|
500,486
|
|
Adjustments to reconcile consolidated net income to net cash provided by operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
153,599
|
|
|
159,195
|
|
|
155,754
|
|
|||
Amortization of stock-based compensation
|
|
39,122
|
|
|
39,825
|
|
|
47,274
|
|
|||
Equity in earnings of affiliated companies
|
|
(3,424
|
)
|
|
(7,573
|
)
|
|
(7,037
|
)
|
|||
Loss on extinguishment of debt
|
|
59,545
|
|
|
—
|
|
|
2,943
|
|
|||
Deferred income taxes
|
|
38,412
|
|
|
28,130
|
|
|
5,833
|
|
|||
Loss on investment, net
|
|
14,231
|
|
|
—
|
|
|
992
|
|
|||
Impairment of assets held for sale
|
|
21,000
|
|
|
—
|
|
|
—
|
|
|||
Impairment of property, plant, and equipment
|
|
4,761
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
5,704
|
|
|
5,972
|
|
|
4,951
|
|
|||
Change in assets and liabilities, net of effects of acquired businesses:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(1,122,598
|
)
|
|
(636,944
|
)
|
|
(68,990
|
)
|
|||
Inventories
|
|
(379,835
|
)
|
|
(403,980
|
)
|
|
(42,790
|
)
|
|||
Accounts payable
|
|
816,602
|
|
|
582,165
|
|
|
33,398
|
|
|||
Accrued expenses
|
|
(3,838
|
)
|
|
47,020
|
|
|
56,139
|
|
|||
Other assets and liabilities
|
|
74,114
|
|
|
21,139
|
|
|
(28,945
|
)
|
|||
Net cash provided by operating activities
|
|
124,557
|
|
|
359,672
|
|
|
660,008
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Cash consideration paid for acquired businesses
|
|
(3,628
|
)
|
|
(64,751
|
)
|
|
(514,731
|
)
|
|||
Acquisition of property, plant, and equipment
|
|
(203,949
|
)
|
|
(164,695
|
)
|
|
(154,800
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
|
24,433
|
|
|
—
|
|
|
3,496
|
|
|||
Proceeds from sale of investment
|
|
—
|
|
|
—
|
|
|
2,008
|
|
|||
Other
|
|
(5,614
|
)
|
|
(12,000
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(188,758
|
)
|
|
(241,446
|
)
|
|
(664,027
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Change in short-term and other borrowings
|
|
(41,316
|
)
|
|
48,684
|
|
|
(46,645
|
)
|
|||
Proceeds from (repayment of) long-term bank borrowings, net
|
|
47,760
|
|
|
313,000
|
|
|
(128,000
|
)
|
|||
Proceeds from note offering, net
|
|
986,203
|
|
|
—
|
|
|
688,162
|
|
|||
Redemption of notes
|
|
(558,887
|
)
|
|
—
|
|
|
(254,313
|
)
|
|||
Proceeds from exercise of stock options
|
|
22,195
|
|
|
18,967
|
|
|
14,900
|
|
|||
Repurchases of common stock
|
|
(174,239
|
)
|
|
(216,446
|
)
|
|
(356,434
|
)
|
|||
Purchase of shares from noncontrolling interest
|
|
(23,350
|
)
|
|
—
|
|
|
(4,675
|
)
|
|||
Other
|
|
(1,620
|
)
|
|
(2,007
|
)
|
|
(2,111
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
256,746
|
|
|
162,198
|
|
|
(89,116
|
)
|
|||
Effect of exchange rate changes on cash
|
|
3,218
|
|
|
(19,194
|
)
|
|
(34,130
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
195,763
|
|
|
261,230
|
|
|
(127,265
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
534,320
|
|
|
273,090
|
|
|
400,355
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
730,083
|
|
|
$
|
534,320
|
|
|
$
|
273,090
|
|
|
Common Stock at Par Value
|
|
Capital in Excess of Par Value
|
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
Balance at December 31, 2014
|
$
|
125,424
|
|
|
$
|
1,086,082
|
|
|
$
|
(1,169,673
|
)
|
|
$
|
4,176,754
|
|
|
$
|
(64,617
|
)
|
|
$
|
4,941
|
|
|
$
|
4,158,911
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
497,726
|
|
|
—
|
|
|
2,760
|
|
|
500,486
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,089
|
)
|
|
1,453
|
|
|
(218,636
|
)
|
|||||||
Amortization of stock-based compensation
|
—
|
|
|
47,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,274
|
|
|||||||
Shares issued for stock-based compensation awards
|
—
|
|
|
(31,138
|
)
|
|
46,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,900
|
|
|||||||
Tax benefits related to stock-based compensation awards
|
—
|
|
|
5,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,795
|
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(356,434
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(356,434
|
)
|
|||||||
Acquisition of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,451
|
|
|
47,451
|
|
|||||||
Purchase of subsidiary shares from noncontrolling interest
|
—
|
|
|
(699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,019
|
)
|
|
(4,718
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(218
|
)
|
|
(218
|
)
|
|||||||
Balance at December 31, 2015
|
125,424
|
|
|
1,107,314
|
|
|
(1,480,069
|
)
|
|
4,674,480
|
|
|
(284,706
|
)
|
|
52,368
|
|
|
4,194,811
|
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
522,750
|
|
|
—
|
|
|
1,973
|
|
|
524,723
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,148
|
)
|
|
(1,957
|
)
|
|
(101,105
|
)
|
|||||||
Amortization of stock-based compensation
|
—
|
|
|
39,825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,825
|
|
|||||||
Shares issued for stock-based compensation awards
|
—
|
|
|
(40,072
|
)
|
|
59,039
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,967
|
|
|||||||
Tax benefits related to stock-based compensation awards
|
—
|
|
|
5,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,047
|
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(216,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216,446
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
(202
|
)
|
|||||||
Balance at December 31, 2016
|
125,424
|
|
|
1,112,114
|
|
|
(1,637,476
|
)
|
|
5,197,230
|
|
|
(383,854
|
)
|
|
52,182
|
|
|
4,465,620
|
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
401,962
|
|
|
—
|
|
|
5,200
|
|
|
407,162
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258,849
|
|
|
5,007
|
|
|
263,856
|
|
|||||||
Amortization of stock-based compensation
|
—
|
|
|
39,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,122
|
|
|||||||
Shares issued for stock-based compensation awards
|
—
|
|
|
(27,281
|
)
|
|
49,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,195
|
|
|||||||
Purchase of subsidiary shares from non-controlling interest
|
—
|
|
|
(9,788
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,562
|
)
|
|
(23,350
|
)
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(174,239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174,239
|
)
|
|||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||||
Balance at December 31, 2017
|
$
|
125,424
|
|
|
$
|
1,114,167
|
|
|
$
|
(1,762,239
|
)
|
|
$
|
5,599,192
|
|
|
$
|
(125,005
|
)
|
|
$
|
48,685
|
|
|
$
|
5,000,224
|
|
•
|
broad economic factors impacting the investee's industry;
|
•
|
publicly available forecasts for sales and earnings growth for the industry and investee; and
|
•
|
the cyclical nature of the investee's industry.
|
•
|
macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;
|
•
|
industry and market considerations such as a deterioration in the environment in which the company operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for the company's products or services, or a regulatory or political development;
|
•
|
cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;
|
•
|
overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;
|
•
|
other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;
|
•
|
events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and
|
•
|
a sustained decrease in share price (considered in both absolute terms and relative to peers).
|
Accounts receivable, net
|
$
|
145,130
|
|
Other current assets
|
24,181
|
|
|
Property, plant, and equipment
|
1,569
|
|
|
Other assets
|
5,313
|
|
|
Identifiable intangible assets
|
46,400
|
|
|
Goodwill
|
183,840
|
|
|
Accounts payable
|
(136,921
|
)
|
|
Accrued expenses
|
(11,736
|
)
|
|
Other liabilities
|
(5,527
|
)
|
|
Cash consideration paid, net of cash acquired
|
$
|
252,249
|
|
|
For the Year Ended December 31, 2015
|
||||||
|
As Reported
|
|
Pro Forma
|
||||
Sales
|
$
|
23,282,020
|
|
|
$
|
23,684,746
|
|
Net income attributable to shareholders
|
497,726
|
|
|
500,554
|
|
||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
5.26
|
|
|
$
|
5.29
|
|
Diluted
|
$
|
5.20
|
|
|
$
|
5.23
|
|
|
|
Global
Components
|
|
Global ECS
|
|
Total
|
||||||
Balance as of December 31, 2015 (a)
|
|
$
|
1,230,832
|
|
|
$
|
1,138,000
|
|
|
$
|
2,368,832
|
|
Acquisitions
|
|
20,724
|
|
|
36,430
|
|
|
57,154
|
|
|||
Foreign currency translation adjustment
|
|
(11,815
|
)
|
|
(21,951
|
)
|
|
(33,766
|
)
|
|||
Balance as of December 31, 2016 (a)
|
|
$
|
1,239,741
|
|
|
$
|
1,152,479
|
|
|
$
|
2,392,220
|
|
Acquisitions
|
|
6,149
|
|
|
—
|
|
|
6,149
|
|
|||
Impairment of assets held for sale
|
|
—
|
|
|
(7,922
|
)
|
|
(7,922
|
)
|
|||
Foreign currency translation adjustment
|
|
18,979
|
|
|
60,621
|
|
|
79,600
|
|
|||
Balance as of December 31, 2017 (b)
|
|
$
|
1,264,869
|
|
|
$
|
1,205,178
|
|
|
$
|
2,470,047
|
|
(a)
|
The total carrying value of goodwill of companies acquired as of December 31, 2016 and December 31, 2015 in the table above is reflected net of
$1,018,780
of accumulated impairment charges, of which
$716,925
was recorded in the global components business segment and
$301,855
was recorded in the global ECS business segment.
|
(b)
|
The total carrying value of goodwill of companies acquired as of December 31, 2017 in the table above is reflected net of
$1,026,702
of accumulated impairment charges, of which
$716,925
was recorded in the global components business segment and
$309,777
was recorded in the global ECS business segment.
|
|
Weighted-Average Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Non-amortizable trade names
|
indefinite
|
|
$
|
101,000
|
|
|
$
|
—
|
|
|
$
|
101,000
|
|
Customer relationships
|
10 years
|
|
440,167
|
|
|
(259,337
|
)
|
|
180,830
|
|
|||
Developed technology
|
5 years
|
|
6,340
|
|
|
(3,043
|
)
|
|
3,297
|
|
|||
Amortizable trade name
|
5 years
|
|
2,409
|
|
|
(1,321
|
)
|
|
1,088
|
|
|||
|
|
|
$
|
549,916
|
|
|
$
|
(263,701
|
)
|
|
$
|
286,215
|
|
|
Weighted-Average Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Non-amortizable trade names
|
indefinite
|
|
$
|
101,000
|
|
|
$
|
—
|
|
|
$
|
101,000
|
|
Customer relationships
|
10 years
|
|
476,176
|
|
|
(247,206
|
)
|
|
228,970
|
|
|||
Developed technology
|
5 years
|
|
9,140
|
|
|
(4,435
|
)
|
|
4,705
|
|
|||
Other intangible assets
|
(c)
|
|
6,721
|
|
|
(4,514
|
)
|
|
2,207
|
|
|||
|
|
|
$
|
593,037
|
|
|
$
|
(256,155
|
)
|
|
$
|
336,882
|
|
(c)
|
Consists of non-competition agreements with useful lives ranging from
two
to
five
years.
|
|
|
2017
|
|
2016
|
||||
Marubun/Arrow
|
|
$
|
70,167
|
|
|
$
|
65,237
|
|
Other
|
|
18,180
|
|
|
23,164
|
|
||
|
|
$
|
88,347
|
|
|
$
|
88,401
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Marubun/Arrow
|
|
$
|
6,842
|
|
|
$
|
7,629
|
|
|
$
|
6,212
|
|
Other
|
|
(3,418
|
)
|
|
(56
|
)
|
|
825
|
|
|||
|
|
$
|
3,424
|
|
|
$
|
7,573
|
|
|
$
|
7,037
|
|
|
|
2017
|
|
2016
|
||||
Accounts receivable
|
|
$
|
8,227,383
|
|
|
$
|
6,798,943
|
|
Allowances for doubtful accounts
|
|
(56,291
|
)
|
|
(52,256
|
)
|
||
Accounts receivable, net
|
|
$
|
8,171,092
|
|
|
$
|
6,746,687
|
|
|
|
2017
|
|
2016
|
||||
3.00% note, due 2018
|
|
$
|
299,857
|
|
|
$
|
—
|
|
Other short-term borrowings
|
|
56,949
|
|
|
93,827
|
|
||
|
|
$
|
356,806
|
|
|
$
|
93,827
|
|
|
|
2017
|
|
2016
|
||||
Asset securitization program
|
|
$
|
490,000
|
|
|
$
|
460,000
|
|
6.875% senior debentures, due 2018
|
|
—
|
|
|
199,348
|
|
||
3.00% notes, due 2018
|
|
—
|
|
|
299,013
|
|
||
6.00% notes, due 2020
|
|
208,971
|
|
|
299,183
|
|
||
5.125% notes, due 2021
|
|
130,400
|
|
|
248,843
|
|
||
3.50% notes, due 2022
|
|
346,518
|
|
|
345,776
|
|
||
4.50% notes, due 2023
|
|
297,122
|
|
|
296,646
|
|
||
3.25% notes, due 2024
|
|
493,161
|
|
|
—
|
|
||
4.00% notes, due 2025
|
|
345,182
|
|
|
344,625
|
|
||
7.50% senior debentures, due 2027
|
|
109,694
|
|
|
198,514
|
|
||
3.875% notes, due 2028
|
|
493,563
|
|
|
—
|
|
||
Other obligations with various interest rates and due dates
|
|
18,434
|
|
|
4,386
|
|
||
|
|
$
|
2,933,045
|
|
|
$
|
2,696,334
|
|
|
|
2017
|
|
2016
|
||||
6.875% senior debentures, due 2018
|
|
$
|
—
|
|
|
$
|
212,500
|
|
3.00% notes, due 2018
|
|
300,500
|
|
|
303,500
|
|
||
6.00% notes, due 2020
|
|
224,000
|
|
|
325,500
|
|
||
5.125% notes, due 2021
|
|
139,000
|
|
|
265,500
|
|
||
3.50% notes, due 2022
|
|
355,000
|
|
|
349,500
|
|
||
4.50% notes, due 2023
|
|
315,500
|
|
|
305,500
|
|
||
3.25% notes, due 2024
|
|
491,000
|
|
|
—
|
|
||
4.00% notes, due 2025
|
|
356,500
|
|
|
345,000
|
|
||
7.50% senior debentures, due 2027
|
|
138,500
|
|
|
238,000
|
|
||
3.875% notes, due 2028
|
|
501,000
|
|
|
—
|
|
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.
|
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents (a)
|
|
Cash and cash equivalents / other assets
|
|
$
|
3,267
|
|
|
$
|
286,671
|
|
|
$
|
—
|
|
|
$
|
289,938
|
|
Available-for-sale securities
|
|
Other assets
|
|
52,683
|
|
|
—
|
|
|
—
|
|
|
52,683
|
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
||||
Foreign exchange contracts
|
|
Other current assets
|
|
—
|
|
|
5,499
|
|
|
—
|
|
|
5,499
|
|
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
—
|
|
|
(8,581
|
)
|
|
—
|
|
|
(8,581
|
)
|
||||
Contingent consideration
|
|
Accrued expenses
|
|
—
|
|
|
—
|
|
|
(3,176
|
)
|
|
(3,176
|
)
|
||||
|
|
|
|
$
|
55,950
|
|
|
$
|
283,440
|
|
|
$
|
(3,176
|
)
|
|
$
|
336,214
|
|
(a)
|
Cash equivalents include
$286,671
invested in certificates of deposit, with an original maturity of less than three months, held in anticipation of our acquisition of eInfochips, which closed in January 2018 (see Note 19).
|
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
|
Other assets
|
|
$
|
2,660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,660
|
|
Available-for-sale securities
|
|
Other assets
|
|
37,915
|
|
|
—
|
|
|
—
|
|
|
37,915
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
—
|
|
|
152
|
|
|
—
|
|
|
152
|
|
||||
Foreign exchange contracts
|
|
Other current assets
|
|
—
|
|
|
4,685
|
|
|
—
|
|
|
4,685
|
|
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
—
|
|
|
(3,444
|
)
|
|
—
|
|
|
(3,444
|
)
|
||||
Contingent consideration
|
|
Accrued expenses
|
|
—
|
|
|
—
|
|
|
(4,027
|
)
|
|
(4,027
|
)
|
||||
|
|
|
|
$
|
40,575
|
|
|
$
|
1,393
|
|
|
$
|
(4,027
|
)
|
|
$
|
37,941
|
|
|
2017
|
|
2016
|
||||||||||||
|
Marubun
|
|
Mutual Funds
|
|
Marubun
|
|
Mutual Funds
|
||||||||
Cost basis
|
$
|
10,016
|
|
|
$
|
18,454
|
|
|
$
|
10,016
|
|
|
$
|
18,097
|
|
Unrealized holding
gain
|
14,157
|
|
|
10,056
|
|
|
3,806
|
|
|
5,996
|
|
||||
Fair value
|
$
|
24,173
|
|
|
$
|
28,510
|
|
|
$
|
13,822
|
|
|
$
|
24,093
|
|
Maturity Date
|
|
Notional Amount
|
|
Interest rate due from counterparty
|
|
Interest rate due to counterparty
|
April 2020
|
|
50,000
|
|
6.000%
|
|
6 mo. USD LIBOR + 3.896
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gain (Loss) Recognized in Income
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
(20,877
|
)
|
|
$
|
1,535
|
|
|
$
|
4,755
|
|
Interest rate swaps
|
|
(831
|
)
|
|
(608
|
)
|
|
(523
|
)
|
|||
Total
|
|
$
|
(21,708
|
)
|
|
$
|
927
|
|
|
$
|
4,232
|
|
Gain (Loss) Recognized in Other Comprehensive Income before reclassifications
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
(2,022
|
)
|
|
$
|
(153
|
)
|
|
$
|
(1,001
|
)
|
Interest rate swaps
|
|
$
|
(4,672
|
)
|
|
$
|
—
|
|
|
$
|
827
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
119,883
|
|
|
$
|
45,314
|
|
|
$
|
82,532
|
|
State
|
(6,156
|
)
|
|
7,022
|
|
|
18,022
|
|
|||
International
|
134,987
|
|
|
110,208
|
|
|
85,310
|
|
|||
|
248,714
|
|
|
162,544
|
|
|
185,864
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
31,168
|
|
|
29,973
|
|
|
12,127
|
|
|||
State
|
13,534
|
|
|
7,161
|
|
|
(1,828
|
)
|
|||
International
|
(6,290
|
)
|
|
(9,004
|
)
|
|
(4,466
|
)
|
|||
|
38,412
|
|
|
28,130
|
|
|
5,833
|
|
|||
|
$
|
287,126
|
|
|
$
|
190,674
|
|
|
$
|
191,697
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
115,850
|
|
|
$
|
235,256
|
|
|
$
|
281,579
|
|
International
|
578,438
|
|
|
480,141
|
|
|
410,604
|
|
|||
Income before income taxes
|
$
|
694,288
|
|
|
$
|
715,397
|
|
|
$
|
692,183
|
|
|
|
|
|
|
|
||||||
Provision at statutory tax rate
|
$
|
243,001
|
|
|
$
|
250,389
|
|
|
$
|
242,264
|
|
State taxes, net of federal benefit
|
5,184
|
|
|
9,219
|
|
|
10,526
|
|
|||
International effective tax rate differential
|
(88,444
|
)
|
|
(64,002
|
)
|
|
(56,132
|
)
|
|||
Change in valuation allowance
|
1,408
|
|
|
7,174
|
|
|
(205
|
)
|
|||
Other non-deductible expenses
|
12,700
|
|
|
3,516
|
|
|
3,530
|
|
|||
Changes in tax accruals
|
(7,973
|
)
|
|
(3,679
|
)
|
|
(7,423
|
)
|
|||
Tax credits
|
(8,170
|
)
|
|
(14,510
|
)
|
|
—
|
|
|||
Tax Act's transition tax (a)
|
196,010
|
|
|
—
|
|
|
—
|
|
|||
Tax Act's impact on deferred taxes (b)
|
(71,261
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
4,671
|
|
|
2,567
|
|
|
(863
|
)
|
|||
Provision for income taxes
|
$
|
287,126
|
|
|
$
|
190,674
|
|
|
$
|
191,697
|
|
(a)
|
For the year ended December 31, 2017, the company accrued a reasonable estimate of
$196,010
of tax expense for the Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings going back to 1986.
|
(b)
|
For the year ended December 31, 2017, the company accrued
$71,261
in provisional tax benefit related to the net change in deferred tax liabilities stemming from the Tax Act’s reduction of the U.S. federal tax rate from 35% to 21%, and disallowance of certain incentive based compensation tax deductibility under Internal Revenue Code Section 162(m).
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
31,534
|
|
|
$
|
36,935
|
|
|
$
|
44,701
|
|
Additions based on tax positions taken during a prior period
|
2,342
|
|
|
2,356
|
|
|
2,568
|
|
|||
Reductions based on tax positions taken during a prior period
|
(1,242
|
)
|
|
(6,305
|
)
|
|
(9,482
|
)
|
|||
Additions based on tax positions taken during the current period
|
6,543
|
|
|
3,935
|
|
|
8,440
|
|
|||
Reductions related to settlement of tax matters
|
(2,921
|
)
|
|
(2,795
|
)
|
|
(4,143
|
)
|
|||
Reductions related to a lapse of applicable statute of limitations
|
(11,895
|
)
|
|
(2,592
|
)
|
|
(5,149
|
)
|
|||
Balance at end of year
|
$
|
24,361
|
|
|
$
|
31,534
|
|
|
$
|
36,935
|
|
United States - Federal
|
|
2014 - present
|
United States - States
|
|
2007 - present
|
Germany (c)
|
|
2010 - present
|
Hong Kong
|
|
2010 - present
|
Italy (c)
|
|
2012 - present
|
Sweden
|
|
2012 - present
|
United Kingdom
|
|
2015 - present
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
113,327
|
|
|
$
|
102,710
|
|
Inventory adjustments
|
42,376
|
|
|
56,890
|
|
||
Allowance for doubtful accounts
|
12,368
|
|
|
14,526
|
|
||
Accrued expenses
|
28,229
|
|
|
40,179
|
|
||
Interest carryforward
|
15,964
|
|
|
19,073
|
|
||
Stock-based compensation awards
|
12,982
|
|
|
24,505
|
|
||
Other comprehensive income items
|
—
|
|
|
10,859
|
|
||
Integration and restructuring
|
6,726
|
|
|
2,970
|
|
||
Other
|
17,015
|
|
|
17,830
|
|
||
|
248,987
|
|
|
289,542
|
|
||
Valuation allowance
|
(13,915
|
)
|
|
(15,323
|
)
|
||
Total deferred tax assets
|
$
|
235,072
|
|
|
$
|
274,219
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill
|
$
|
(109,994
|
)
|
|
$
|
(142,541
|
)
|
Depreciation
|
(116,725
|
)
|
|
(94,838
|
)
|
||
Intangible assets
|
(18,760
|
)
|
|
(21,118
|
)
|
||
Other comprehensive income items
|
(5,542
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
(251,021
|
)
|
|
$
|
(258,497
|
)
|
Total net deferred tax assets (liabilities)
|
$
|
(15,949
|
)
|
|
$
|
15,722
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restructuring and integration charge - current period actions
|
|
$
|
46,816
|
|
|
$
|
32,894
|
|
|
$
|
39,119
|
|
Restructuring and integration charges - actions taken in prior periods
|
|
6,191
|
|
|
3,611
|
|
|
4,084
|
|
|||
Other charges
|
|
38,287
|
|
|
37,097
|
|
|
25,562
|
|
|||
|
|
$
|
91,294
|
|
|
$
|
73,602
|
|
|
$
|
68,765
|
|
|
|
Personnel
Costs
|
|
Facilities Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring and integration charge
|
|
$
|
37,615
|
|
|
$
|
8,192
|
|
|
$
|
1,009
|
|
|
$
|
46,816
|
|
Payments
|
|
(23,384
|
)
|
|
(3,494
|
)
|
|
(926
|
)
|
|
(27,804
|
)
|
||||
Foreign currency translation
|
|
1,045
|
|
|
176
|
|
|
17
|
|
|
1,238
|
|
||||
Balance as of December 31, 2017
|
|
$
|
15,276
|
|
|
$
|
4,874
|
|
|
$
|
100
|
|
|
$
|
20,250
|
|
|
|
Personnel
Costs
|
|
Facilities Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring and integration charge
|
|
$
|
25,763
|
|
|
$
|
5,786
|
|
|
$
|
1,345
|
|
|
$
|
32,894
|
|
Payments
|
|
(13,730
|
)
|
|
(1,974
|
)
|
|
(1,132
|
)
|
|
(16,836
|
)
|
||||
Foreign currency translation
|
|
(339
|
)
|
|
(19
|
)
|
|
103
|
|
|
(255
|
)
|
||||
Balance as of December 31, 2016
|
|
11,694
|
|
|
3,793
|
|
|
316
|
|
|
15,803
|
|
||||
Restructuring and integration charge (credit)
|
|
6,498
|
|
|
(525
|
)
|
|
(196
|
)
|
|
5,777
|
|
||||
Payments
|
|
(12,229
|
)
|
|
(2,767
|
)
|
|
(119
|
)
|
|
(15,115
|
)
|
||||
Foreign currency translation
|
|
459
|
|
|
213
|
|
|
18
|
|
|
690
|
|
||||
Balance as of December 31, 2017
|
|
$
|
6,422
|
|
|
$
|
714
|
|
|
$
|
19
|
|
|
$
|
7,155
|
|
•
|
The accruals for personnel costs totaling
$24,221
relate to the termination of personnel that have scheduled payouts of
$20,599
in
2018
,
$2,576
in
2019
,
$1,005
in
2020
, and
$41
in
2021
.
|
•
|
The accruals for facilities totaling
$6,112
relate to vacated leased properties that have scheduled payments of
$1,730
in
2018
,
$669
in
2019
,
$698
in
2020
,
$451
in
2021
,
$327
in
2022
, and
$2,237
thereafter.
|
•
|
Other accruals of
$247
are expected to be spent within one year.
|
•
|
acquisition related charges for 2017 of
$7,658
related to contingent consideration for acquisitions completed in prior years which were conditional upon the financial performance of the acquired companies and the continued employment of the selling shareholders, as well as professional and other fees directly related to recent acquisition activity;
|
•
|
an additional expense of
$2,071
to increase its accrual for the Wyle Laboratories ("Wyle") environmental obligation (see Note 15);
|
•
|
a net loss on real estate transactions of
$3,144
; and
|
•
|
a settlement expense of
$16,706
relating to settling a portion of the company's Wyle defined benefit plan (see Note 13).
|
•
|
a settlement expense of
$12,211
relating to the company's adoption of an amendment to its Wyle defined benefit plan (see Note 13);
|
•
|
an additional expense of
$11,771
to increase its accrual for the Wyle environmental obligation (see Note 15);
|
•
|
acquisition related charges for 2016 of
$8,705
related to contingent consideration for acquisitions completed in prior years, which were conditional upon the financial performance of the acquired companies and the continued employment of the selling shareholders, as well as professional and other fees directly related to recent acquisition activity;
|
•
|
a fraud loss, net of insurance recoveries and incremental expenses, of
$4,329
; and
|
•
|
a credit related to the release of a
$2,376
legal reserve.
|
|
|
Foreign Currency Translation Adjustment and Other
|
|
Unrealized Gain (loss) on Investment Securities, Net
|
|
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net
|
|
Employee Benefit Plan Items, Net
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
|
$
|
(241,326
|
)
|
|
$
|
8,533
|
|
|
$
|
(3,320
|
)
|
|
$
|
(48,593
|
)
|
|
$
|
(284,706
|
)
|
Other comprehensive income (loss) before reclassifications (a)
|
|
(103,254
|
)
|
|
(2,439
|
)
|
|
—
|
|
|
(737
|
)
|
|
(106,430
|
)
|
|||||
Amounts reclassified into income (loss)
|
|
(3,976
|
)
|
|
—
|
|
|
373
|
|
|
10,885
|
|
|
7,282
|
|
|||||
Net change in accumulated other comprehensive income (loss) for the year ended December 31, 2016
|
|
(107,230
|
)
|
|
(2,439
|
)
|
|
373
|
|
|
10,148
|
|
|
(99,148
|
)
|
|||||
Balance as of December 31, 2016
|
|
(348,556
|
)
|
|
6,094
|
|
|
(2,947
|
)
|
|
(38,445
|
)
|
|
(383,854
|
)
|
|||||
Other comprehensive income (loss) before reclassifications (a)
|
|
253,259
|
|
|
8,852
|
|
|
(2,870
|
)
|
|
(3,812
|
)
|
|
255,429
|
|
|||||
Amounts reclassified into income (loss)
|
|
(9,756
|
)
|
|
—
|
|
|
511
|
|
|
12,665
|
|
|
3,420
|
|
|||||
Net change in accumulated other comprehensive income
(loss)
for the year ended December 31, 2017
|
|
243,503
|
|
|
8,852
|
|
|
(2,359
|
)
|
|
8,853
|
|
|
258,849
|
|
|||||
Balance as of December 31, 2017
|
|
$
|
(105,053
|
)
|
|
$
|
14,946
|
|
|
$
|
(5,306
|
)
|
|
$
|
(29,592
|
)
|
|
$
|
(125,005
|
)
|
(a)
|
Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of
$(64,610)
and
$(12,852)
for
2017
and
2016
, respectively.
|
|
|
Common Stock Issued
|
|
Treasury Stock
|
|
Common Stock Outstanding
|
|||
Common stock outstanding at December 31, 2014
|
|
125,424
|
|
|
29,529
|
|
|
95,895
|
|
Shares issued for stock-based compensation awards
|
|
—
|
|
|
(1,155
|
)
|
|
1,155
|
|
Repurchases of common stock
|
|
—
|
|
|
6,127
|
|
|
(6,127
|
)
|
Common stock outstanding at December 31, 2015
|
|
125,424
|
|
|
34,501
|
|
|
90,923
|
|
Shares issued for stock-based compensation awards
|
|
—
|
|
|
(1,372
|
)
|
|
1,372
|
|
Repurchases of common stock
|
|
—
|
|
|
3,382
|
|
|
(3,382
|
)
|
Common stock outstanding at December 31, 2016
|
|
125,424
|
|
|
36,511
|
|
|
88,913
|
|
Shares issued for stock-based compensation awards
|
|
—
|
|
|
(1,097
|
)
|
|
1,097
|
|
Repurchases of common stock
|
|
—
|
|
|
2,319
|
|
|
(2,319
|
)
|
Common stock outstanding at December 31, 2017
|
|
125,424
|
|
|
37,733
|
|
|
87,691
|
|
Month of Board Approval
|
|
Dollar Value Approved for Repurchase
|
|
Dollar Value of Shares Repurchased
|
|
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Program
|
||||||
May 2014
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
December 2014
|
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|||
September 2015
|
|
400,000
|
|
|
400,000
|
|
|
—
|
|
|||
December 2016
|
|
400,000
|
|
|
41,079
|
|
|
358,921
|
|
|||
Total
|
|
$
|
1,200,000
|
|
|
$
|
841,079
|
|
|
$
|
358,921
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to shareholders
|
|
$
|
401,962
|
|
|
$
|
522,750
|
|
|
$
|
497,726
|
|
Weighted-average shares outstanding - basic
|
|
88,681
|
|
|
90,960
|
|
|
94,608
|
|
|||
Net effect of various dilutive stock-based compensation awards
|
|
1,085
|
|
|
1,073
|
|
|
1,078
|
|
|||
Weighted-average shares outstanding - diluted
|
|
89,766
|
|
|
92,033
|
|
|
95,686
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.53
|
|
|
$
|
5.75
|
|
|
$
|
5.26
|
|
Diluted (a)
|
|
$
|
4.48
|
|
|
$
|
5.68
|
|
|
$
|
5.20
|
|
(a)
|
Stock-based compensation awards for the issuance of
380
shares,
766
shares, and
658
shares for the years ended
December 31, 2017
,
2016
, and
2015
, respectively, were excluded from the computation of net income per share on a diluted basis as their effect was anti-dilutive.
|
|
Shares
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding at December 31, 2016
|
1,744,345
|
|
|
$
|
50.72
|
|
|
|
|
|
|
|
|
Granted
|
378,753
|
|
|
|
73.89
|
|
|
|
|
|
|
|
|
Exercised
|
(508,533
|
)
|
|
|
43.65
|
|
|
|
|
|
|
|
|
Forfeited
|
(74,196
|
)
|
|
|
59.24
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
1,540,369
|
|
|
|
58.34
|
|
|
85
|
months
|
|
$
|
33,990
|
|
Exercisable at December 31, 2017
|
619,083
|
|
|
$
|
48.95
|
|
|
65
|
months
|
|
$
|
19,477
|
|
|
2017
|
|
2016
|
|
2015
|
Volatility (percent) (a)
|
26
|
|
31
|
|
28
|
Expected term (in years) (b)
|
5.1
|
|
5.2
|
|
4.8
|
Risk-free interest rate (percent) (c)
|
1.9
|
|
1.3
|
|
1.5
|
(a)
|
Volatility is measured using historical daily price changes of the company's common stock over the expected term of the option.
|
(b)
|
The expected term represents the weighted-average period the option is expected to be outstanding and is based primarily on the historical exercise behavior of employees.
|
(c)
|
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield with a maturity that approximates the expected term of the option.
|
|
Shares
|
|
Weighted- Average Grant Date Fair Value
|
|||
Non-vested shares at December 31, 2016
|
1,372,046
|
|
|
$
|
57.04
|
|
Granted
|
493,232
|
|
|
|
70.57
|
|
Vested
|
(573,617
|
)
|
|
|
56.57
|
|
Forfeited
|
(114,696
|
)
|
|
|
60.52
|
|
Non-vested shares at December 31, 2017
|
1,176,965
|
|
|
|
62.60
|
|
|
Arrow SERP
|
|
Wyle Defined Benefit Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accumulated benefit obligation
|
$
|
90,368
|
|
|
$
|
84,561
|
|
|
$
|
60,374
|
|
|
$
|
97,984
|
|
Changes in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
91,038
|
|
|
$
|
88,729
|
|
|
$
|
97,984
|
|
|
$
|
129,029
|
|
Service cost
|
2,310
|
|
|
1,689
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
3,552
|
|
|
3,475
|
|
|
3,860
|
|
|
4,485
|
|
||||
Actuarial loss (gain)
|
4,929
|
|
|
1,021
|
|
|
7,595
|
|
|
(3,244
|
)
|
||||
Benefits paid
|
(4,222
|
)
|
|
(3,876
|
)
|
|
(6,080
|
)
|
|
(6,223
|
)
|
||||
Settlement
|
—
|
|
|
—
|
|
|
(42,985
|
)
|
|
(26,063
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
97,607
|
|
|
$
|
91,038
|
|
|
$
|
60,374
|
|
|
$
|
97,984
|
|
Changes in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,470
|
|
|
$
|
101,859
|
|
Actual return on plan assets
|
—
|
|
|
—
|
|
|
10,258
|
|
|
1,897
|
|
||||
Company contributions
|
—
|
|
|
—
|
|
|
14,000
|
|
|
—
|
|
||||
Benefits paid
|
—
|
|
|
—
|
|
|
(6,080
|
)
|
|
(6,223
|
)
|
||||
Settlement
|
—
|
|
|
—
|
|
|
(42,985
|
)
|
|
(26,063
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,663
|
|
|
$
|
71,470
|
|
Funded status
|
$
|
(97,607
|
)
|
|
$
|
(91,038
|
)
|
|
$
|
(13,711
|
)
|
|
$
|
(26,514
|
)
|
Amounts recognized in the company's consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(4,535
|
)
|
|
$
|
(4,556
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
(93,072
|
)
|
|
(86,482
|
)
|
|
(13,711
|
)
|
|
(26,514
|
)
|
||||
Net liabilities at end of year
|
$
|
(97,607
|
)
|
|
$
|
(91,038
|
)
|
|
$
|
(13,711
|
)
|
|
$
|
(26,514
|
)
|
Components of net periodic pension cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,310
|
|
|
$
|
1,689
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
3,552
|
|
|
3,475
|
|
|
3,860
|
|
|
4,485
|
|
||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
(3,449
|
)
|
|
(5,273
|
)
|
||||
Amortization of net loss
|
1,216
|
|
|
3,208
|
|
|
1,666
|
|
|
1,827
|
|
||||
Settlement charge
|
—
|
|
|
—
|
|
|
16,706
|
|
|
12,211
|
|
||||
Net periodic pension cost
|
$
|
7,078
|
|
|
$
|
8,372
|
|
|
$
|
18,783
|
|
|
$
|
13,250
|
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.50
|
%
|
|
4.00
|
%
|
|
3.60
|
%
|
|
4.00
|
%
|
||||
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Expected return on plan assets
|
N/A
|
|
|
N/A
|
|
|
5.25
|
%
|
|
4.75
|
%
|
||||
Weighted-average assumptions used to determine net periodic pension cost:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
||||
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Expected return on plan assets
|
N/A
|
|
|
N/A
|
|
|
4.75
|
%
|
|
6.25
|
%
|
|
Arrow SERP
|
|
Wyle Defined Benefit Plan
|
||||
2018
|
$
|
4,535
|
|
|
$
|
3,133
|
|
2019
|
5,902
|
|
|
3,216
|
|
||
2020
|
5,852
|
|
|
3,232
|
|
||
2021
|
5,797
|
|
|
3,273
|
|
||
2022
|
5,998
|
|
|
3,361
|
|
||
2023-2026
|
32,652
|
|
|
17,207
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equities
:
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
$
|
17,039
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,039
|
|
International mutual funds
|
6,975
|
|
|
—
|
|
|
—
|
|
|
6,975
|
|
||||
Index mutual funds
|
2,942
|
|
|
—
|
|
|
—
|
|
|
2,942
|
|
||||
Fixed Income
:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
19,707
|
|
|
—
|
|
|
—
|
|
|
19,707
|
|
||||
Total
|
$
|
46,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,663
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equities
:
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
$
|
29,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,020
|
|
International mutual funds
|
10,791
|
|
|
—
|
|
|
—
|
|
|
10,791
|
|
||||
Index mutual funds
|
8,501
|
|
|
—
|
|
|
—
|
|
|
8,501
|
|
||||
Fixed Income
:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
21,047
|
|
|
—
|
|
|
—
|
|
|
21,047
|
|
||||
Insurance contracts
|
—
|
|
|
2,111
|
|
|
—
|
|
|
2,111
|
|
||||
Total
|
$
|
69,359
|
|
|
$
|
2,111
|
|
|
$
|
—
|
|
|
$
|
71,470
|
|
2018
|
|
$
|
75,058
|
|
2019
|
|
64,397
|
|
|
2020
|
|
49,616
|
|
|
2021
|
|
37,157
|
|
|
2022
|
|
27,964
|
|
|
Thereafter
|
|
135,079
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Sales:
|
|
|
|
|
|
||||||
Global components
|
$
|
18,330,456
|
|
|
$
|
15,408,839
|
|
|
$
|
14,405,793
|
|
Global ECS
|
8,482,052
|
|
|
8,416,422
|
|
|
8,876,227
|
|
|||
Consolidated
|
$
|
26,812,508
|
|
|
$
|
23,825,261
|
|
|
$
|
23,282,020
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||
Global components
|
$
|
801,027
|
|
|
$
|
686,466
|
|
|
$
|
649,396
|
|
Global ECS
|
445,081
|
|
|
441,803
|
|
|
424,063
|
|
|||
Corporate (a)
|
(317,658
|
)
|
|
(269,730
|
)
|
|
(248,977
|
)
|
|||
Consolidated
|
$
|
928,450
|
|
|
$
|
858,539
|
|
|
$
|
824,482
|
|
(a)
|
Includes restructuring, integration, and other charges of
$91,294
,
$73,602
, and
$68,765
in
2017
,
2016
, and
2015
, respectively, as well as an impairment on assets held for sale of
$21,000
in 2017.
|
|
|
2017
|
|
2016
|
||||
Global components
|
|
$
|
10,229,168
|
|
|
$
|
8,360,926
|
|
Global ECS
|
|
5,430,217
|
|
|
5,053,172
|
|
||
Corporate
|
|
803,424
|
|
|
792,268
|
|
||
Consolidated
|
|
$
|
16,462,809
|
|
|
$
|
14,206,366
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Americas (b)
|
|
$
|
12,408,383
|
|
|
$
|
11,442,690
|
|
|
$
|
11,721,528
|
|
EMEA
|
|
7,673,348
|
|
|
6,772,685
|
|
|
6,788,738
|
|
|||
Asia/Pacific
|
|
6,730,777
|
|
|
5,609,886
|
|
|
4,771,754
|
|
|||
Consolidated
|
|
$
|
26,812,508
|
|
|
$
|
23,825,261
|
|
|
$
|
23,282,020
|
|
(b)
|
Includes sales related to the United States of
$11,321,917
,
$10,501,131
, and
$10,761,932
in
2017
,
2016
, and
2015
, respectively.
|
|
|
2017
|
|
2016
|
||||
Americas (c)
|
|
$
|
688,637
|
|
|
$
|
631,386
|
|
EMEA
|
|
108,232
|
|
|
90,834
|
|
||
Asia/Pacific
|
|
41,606
|
|
|
34,079
|
|
||
Consolidated
|
|
$
|
838,475
|
|
|
$
|
756,299
|
|
(c)
|
Includes net property, plant, and equipment related to the United States of
$683,988
and
$626,964
at
December 31, 2017
and
2016
, respectively.
|
|
|
First Quarter
|
|
Second Quarter (b)
|
|
Third Quarter
|
|
Fourth Quarter (c)
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
|
$
|
5,759,552
|
|
|
$
|
6,465,346
|
|
|
$
|
6,953,740
|
|
|
$
|
7,633,870
|
|
|
Gross profit
|
|
|
759,887
|
|
|
|
823,966
|
|
|
|
843,358
|
|
|
|
930,128
|
|
|
Operating income
|
|
|
191,722
|
|
|
|
229,822
|
|
|
|
235,992
|
|
|
|
270,914
|
|
|
Net income attributable to shareholders
|
|
|
113,768
|
|
|
|
99,679
|
|
|
|
134,630
|
|
|
|
53,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.27
|
|
|
$
|
1.12
|
|
|
$
|
1.52
|
|
|
$
|
0.61
|
|
|
Diluted
|
|
$
|
1.26
|
|
|
$
|
1.11
|
|
|
$
|
1.50
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
|
$
|
5,474,177
|
|
|
$
|
5,972,101
|
|
|
$
|
5,936,092
|
|
|
$
|
6,442,891
|
|
|
Gross profit
|
|
|
748,898
|
|
|
|
798,791
|
|
|
|
773,162
|
|
|
|
823,348
|
|
|
Operating income
|
|
|
181,364
|
|
|
|
223,592
|
|
|
|
198,684
|
|
|
|
254,899
|
|
|
Net income attributable to shareholders
|
|
|
106,235
|
|
|
|
134,270
|
|
|
|
117,727
|
|
|
|
164,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.16
|
|
|
$
|
1.46
|
|
|
$
|
1.29
|
|
|
$
|
1.84
|
|
|
Diluted
|
|
$
|
1.14
|
|
|
$
|
1.45
|
|
|
$
|
1.28
|
|
|
$
|
1.81
|
|
|
(a)
|
Quarterly net income per share is calculated using the weighted-average shares outstanding during each quarterly period, while net income per share for the full year is calculated using the weighted-average shares outstanding during the year. Therefore, the sum of the net income per share for each of the four quarters may not equal the net income per share for the full year.
|
(b)
|
Net income attributable to shareholders includes a loss on extinguishment of debt of
$58.8 million
during the second quarter of 2017
|
(c)
|
Net income attributable to shareholders includes a U.S. Tax Act expense of
$124.7 million
during the fourth quarter of 2017.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.
|
(a)
|
The following documents are filed as part of this report:
|
Page
|
|
|
|
|
|
|
1.
|
Financial Statements.
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 2015
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016, and 2015
|
|
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015
|
|
|
|
|
|
|
|
Consolidated Statements of Equity for the years ended December 31, 2017, 2016, and 2015
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
|
|
|
2.
|
Financial Statement Schedule.
|
|
|
|
|
|
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
|
|
|
|
|
All other schedules are omitted since the required information is not present, or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
|
|
|
|
|
|
|
|
3.
|
Exhibits.
|
|
|
|
|
|
|
|
See Index of Exhibits included on pages 81 - 86
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
10(l)
|
|
Form of Indemnification Agreement between the company and each director (incorporated by reference to Exhibit 10(g) to the company's Annual Report on Form 10-K for the year ended December 31, 1986, Commission File No. 1-4482).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Documents.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document.
|
|
Balance at beginning of year
|
|
Charged to income
|
|
Other
(a)
|
|
Write-down
|
|
Balance at end of year
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2017
|
$
|
52,256
|
|
|
$
|
12,887
|
|
|
$
|
2,831
|
|
|
$
|
11,683
|
|
|
$
|
56,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2016
|
$
|
49,659
|
|
|
$
|
8,336
|
|
|
$
|
(392
|
)
|
|
$
|
5,347
|
|
|
$
|
52,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2015
|
$
|
59,188
|
|
|
$
|
(8
|
)
|
|
$
|
(383
|
)
|
|
$
|
9,138
|
|
|
$
|
49,659
|
|
(a)
|
"Other" primarily includes the effect of fluctuations in foreign currencies and the allowance for doubtful accounts of the businesses acquired by the company.
|
|
|
|
ARROW ELECTRONICS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory P. Tarpinian
|
|
|
|
|
Gregory P. Tarpinian
|
|
|
|
|
Senior Vice President, General Counsel, and Secretary
|
|
|
|
|
February 6, 2018
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 6, 2018:
|
||||
|
|
|
|
|
By:
|
/s/ Michael J. Long
|
|
|
|
|
Michael J. Long, Chairman, President, and Chief Executive Officer
(principal executive officer)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury, Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Barry W. Perry
|
|
|
|
|
Barry W. Perry, Lead Independent Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Philip K. Asherman
|
|
|
|
|
Philip K. Asherman, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven H. Gunby
|
|
|
|
|
Steven H. Gunby, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gail E. Hamilton
|
|
|
|
|
Gail E. Hamilton, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Richard S. Hill
|
|
|
|
|
Richard S. Hill, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Fran Keeth
|
|
|
|
|
Fran Keeth, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew C. Kerin
|
|
|
|
|
Andrew C. Kerin, Director
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen C. Patrick
|
|
|
|
|
Stephen C. Patrick, Director
|
|
|
A.
|
Deferrals
: A Participant may elect to defer up to 100% of his or her Compensation to the Stock Unit Plan. Compensation deferred to the Stock Unit Plan will be converted to deferred stock units (“Deferred Stock Units”) reflecting shares of common stock of the Company (“Company Stock”). Each Deferred Stock Unit will reflect the value of one share of Company Stock, and such value will be reflected in each Participant’s Account. Once Compensation is deferred to the Stock Unit Plan and converted to Deferred Stock Units, no changes may be made to the investment of such deferrals and such Deferred Stock Units will not be subject to any Investment Adjustment (but, instead, each Deferred Stock Unit will reflect the value of one share of Company Stock). Deferred Stock Units will not be held in the Trust, but will be reflected on the books of the Company.
|
B.
|
Automatic Deferrals for First Year of Directorship
: For a Director’s first year as a Director, unless the Director elects otherwise prior to becoming a Director, fifty percent (50%) of such Director’s Compensation automatically will be deferred to the Stock Unit Plan.
|
C.
|
Payment of Deferred Stock Units Upon Death
: Upon the death of the Participant, Deferred Stock Units will be paid in a single payment in the form of shares of Company Stock with 30 days following the date of death.
|
D.
|
Payment of Deferred Stock Units Upon Separation from Service
: Deferred Stock Units will be paid in a single payment in the form of shares of Company Stock, upon the distribution date set forth below:
|
Year of Deferral to
Deferred Stock Unit Plan
|
Distribution Date for Deferred Stock Units
|
2005 Deferred Stock Units
|
Distribute within 90 days after Separation from Service
|
2006 Deferred Stock Units
|
Distribute within 90 days after Separation from Service
|
2007 Deferred Stock Units
|
Distribution within 90 days after Separation from Service
|
Year of Deferral to
Deferred Stock Unit Plan
|
Distribution Date for Deferred Stock Units
|
2008 Deferred Stock Units
|
If age 72 or older at Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
2009 Deferred Stock Units
|
Distribute within 90 days after Separation from Service
|
2010 Deferred Stock Units
|
Distribute on one-year anniversary of Separation from Service.
|
2011 Deferred Stock Units
|
Distribute on one-year anniversary of Separation from Service.
|
2012 Deferred Stock Units
|
Distribute on one-year anniversary of Separation from Service.
|
2013 Deferred Stock Units
|
If age 72 or older on Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
2014 Deferred Stock Units
|
If age 72 or older on Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
2015 Deferred Stock Units
|
If age 72 or older on Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
2016 Deferred Stock Units
|
If age 72 or older on Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
Year of Deferral to
Deferred Stock Unit Plan
|
Distribution Date for Deferred Stock Units
|
2017 Deferred Stock Units
|
If age 72 or older on Separation from Service, distribute on 30
th
day following Separation from Service
If under age 72 on Separation from Service, distribute on one-year anniversary of Separation from Service
|
2018 Deferred Stock Units
and
Deferred Stock Units in all years after 2018
|
Distribute within 90 days after Separation from Service
|
Entity Name
|
|
Country
|
A.E. Petsche Belgium BVBA
|
|
Belgium
|
A.E. Petsche Canada, Inc.
|
|
Canada
|
A.E. Petsche Company S. de R.L. de C.V.
|
|
Mexico
|
A.E. Petsche Company, Inc.
|
|
Texas
|
A.E. Petsche SAS
|
|
France
|
A.E. Petsche UK Limited
|
|
United Kingdom
|
Addex Distribution AS
|
|
Norway
|
Aiqi Xinxing (Beijing) Information Technology Co. Ltd.
|
|
China
|
Arrow Capital Solution BVBA
|
|
Belgium
|
Altimate ND Belgium BVBA
|
|
Belgium
|
Altimate Netherlands B.V.
|
|
Netherlands
|
Annuity Systems Pty Ltd
|
|
Australia
|
Arrow (Shanghai) Trading Co. Ltd.
|
|
China
|
Arrow Altech Distribution (Pty) Ltd.
|
|
South Africa
|
Arrow Altech Holdings (Pty) Ltd.
|
|
South Africa
|
Arrow Argentina S.A.
|
|
Argentina
|
Arrow Asia Distribution Limited
|
|
Hong Kong
|
Arrow Asia Pac Ltd.
|
|
Hong Kong
|
Arrow Brasil S.A.
|
|
Brazil
|
Arrow Capital Solutions Nederlands BV
|
|
Netherlands
|
Arrow Capital Solutions SAS
|
|
France
|
Arrow Capital Solutions UK Ltd
|
|
United Kingdom
|
Arrow Capital Solutions, Inc.
|
|
Delaware
|
Arrow Central Europe GmbH
|
|
Germany
|
Arrow Central Europe Holding Munich GmbH
|
|
Germany
|
Arrow Chip One Stop Holdings GK
|
|
Japan
|
Arrow Componentes ACCR, S.R.L.
|
|
Costa Rica
|
Arrow Components (M) Sdn Bhd
|
|
Malaysia
|
Arrow Components (NZ)
|
|
New Zealand
|
Arrow Components Mexico S.A. de C.V.
|
|
Mexico
|
Arrow Components Sweden AB
|
|
Sweden
|
Arrow Denmark, ApS
|
|
Denmark
|
Arrow Eastern Europe GmbH
|
|
Germany
|
Arrow eCommerce B.V.
|
|
Netherlands
|
Arrow ECS (Ireland) Limited
|
|
Ireland
|
Arrow ECS a.s.
|
|
Czech Republic
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Arrow ECS AG
|
|
Germany
|
Arrow ECS ANZ Limited
|
|
New Zealand
|
Arrow ECS ANZ Pty Ltd
|
|
Australia
|
Arrow ECS Asia PTE. Ltd
|
|
Singapore
|
Arrow ECS B.V.
|
|
Netherlands
|
Arrow ECS Baltic OU
|
|
Estonia
|
Arrow ECS Brasil Distribuidora Ltda.
|
|
Brazil
|
Arrow ECS Canada Ltd.
|
|
Canada
|
Arrow ECS Central GmbH
|
|
Germany
|
Arrow ECS d.o.o.
|
|
Croatia
|
Arrow ECS d.o.o.
|
|
Serbia
|
Arrow ECS Denmark A/S
|
|
Denmark
|
Arrow ECS Finland OY
|
|
Finland
|
Arrow ECS FZCO
|
|
UAE
|
Arrow ECS GmbH
|
|
Germany
|
Arrow ECS Internet Security AG
|
|
Austria
|
Arrow ECS Internet Security, S.L.
|
|
Spain
|
Arrow ECS Kft.
|
|
Hungary
|
Arrow Enterprise Computing Solutions Ltd.
|
|
Israel
|
Arrow ECS Nordic A/S
|
|
Denmark
|
Arrow ECS Norway AS
|
|
Norway
|
Arrow ECS Pty Ltd.
|
|
Australia
|
Arrow ECS SA/NV
|
|
Belgium
|
Arrow ECS SARL
|
|
Morocco
|
Arrow ECS Sarl
|
|
Luxembourg
|
Arrow ECS Services Sp.z.o.o.
|
|
Poland
|
Arrow ECS Sp.z.o.o.
|
|
Poland
|
Arrow ECS SPA
|
|
Italy
|
Arrow ECS Support Center Morocco, S.A.R.L.A.U
|
|
Morocco
|
Arrow ECS Support Center, Ltd.
|
|
Israel
|
Arrow ECS Sweden AB
|
|
Sweden
|
Arrow ECS, SAS
|
|
France
|
Arrow Electronice S.R.L.
|
|
Romania
|
Arrow Electronics (China) Trading Co. Ltd.
|
|
China
|
Arrow Electronics (CI) Ltd.
|
|
Cayman Islands
|
Arrow Electronics (Jersey) Limited
|
|
Jersey
|
Arrow Electronics (Shanghai) Co. Ltd.
|
|
China
|
Arrow Electronics (Shenzhen) Co. Ltd.
|
|
China
|
Arrow Electronics (Sweden) KB
|
|
Sweden
|
Arrow Electronics (Thailand) Limited
|
|
Thailand
|
Arrow Electronics (U.K.), Inc.
|
|
Delaware
|
Arrow Electronics (UK) Ltd.
|
|
United Kingdom
|
Arrow Electronics ANZ Holdings Pty Ltd.
|
|
Australia
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Arrow Electronics Asia (S) Pte Ltd.
|
|
Singapore
|
Arrow Electronics Asia Limited
|
|
Hong Kong
|
Arrow Electronics Australia Pty Ltd.
|
|
Australia
|
Arrow Electronics B.V.
|
|
Netherlands
|
Arrow Electronics Canada Ltd.
|
|
Canada
|
Arrow Electronics China Ltd.
|
|
Hong Kong
|
Arrow Electronics Czech Republic s.r.o.
|
|
Czech Republic
|
Arrow Electronics D.O.O.
|
|
Slovenia
|
Arrow Electronics Danish Holdings ApS
|
|
Denmark
|
Arrow Electronics EMEA Group GmbH
|
|
Germany
|
Arrow Electronics EMEASA S.r.l.
|
|
Italy
|
Arrow Electronics Estonia OU
|
|
Estonia
|
Arrow Electronics Funding Corporation
|
|
Delaware
|
Arrow Electronics GmbH & Co. KG
|
|
Germany
|
Arrow Electronics Hellas S.A.
|
|
Greece
|
Arrow Electronics Holdings Vagyonkezelo, Kft
|
|
Hungary
|
Arrow Electronics Hungary Kereskedelmi Bt
|
|
Hungary
|
Arrow Electronics India Ltd.
|
|
Hong Kong
|
Arrow Electronics India Private Limited
|
|
India
|
Arrow Electronics International Holdings, LLC
|
|
Delaware
|
Arrow Electronics International, Inc.
|
|
Delaware
|
Arrow Electronics Italia S.r.l
|
|
Italy
|
Arrow Electronics Japan GK
|
|
Japan
|
Arrow Electronics Korea Limited
|
|
South Korea
|
Arrow Electronics Labuan Pte Ltd.
|
|
Malaysia
|
Arrow Electronics Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Arrow Electronics Norwegian Holdings AS
|
|
Norway
|
Arrow Electronics Poland Sp.z.o.o.
|
|
Poland
|
Arrow Electronics Russ OOO
|
|
Russia
|
Arrow Electronics Services S.r.l.
|
|
Italy
|
Arrow Electronics Slovakia s.r.o.
|
|
Slovakia
|
Arrow Electronics South Africa LLP
|
|
South Africa
|
Arrow Electronics Taiwan Ltd.
|
|
Taiwan
|
Arrow Electronics UK Holding Ltd.
|
|
United Kingdom
|
Arrow Electronics Ukraine, LLC
|
|
Ukraine
|
Arrow Electronics, Ltd.
|
|
United Kingdom
|
Arrow Elektronik Ticaret, A.S.
|
|
Turkey
|
Arrow Enterprise Computing Solutions India Private Limited
|
|
India
|
Arrow Enterprise Computing Solutions Ltd.
|
|
United Kingdom
|
Arrow Enterprise Computing Solutions, Inc.
|
|
Delaware
|
Arrow Enterprise Computing Solutions, S.A.
|
|
Spain
|
Arrow Finland OY
|
|
Finland
|
Arrow France, S.A.
|
|
France
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Arrow Global Asset Disposition, Inc.
|
|
Delaware
|
Arrow Holdings (Delaware) LLC
|
|
Delaware
|
Arrow Iberia Electronica Lda.
|
|
Portugal
|
Arrow Iberia Electronica, S.L.U.
|
|
Spain
|
Arrow International Holdings L.P.
|
|
Cayman Islands
|
Arrow Nordic Components AB
|
|
Sweden
|
Arrow Norway A/S
|
|
Norway
|
Arrow SEED (Hong Kong) Limited
|
|
Hong Kong
|
Arrow Systems Integration, Inc.
|
|
Delaware
|
Arrow UEC Japan, KK
|
|
Japan
|
Arrow United Holdings LLC
|
|
Delaware
|
Arrow United International Holdings LP
|
|
Cayman Islands
|
Arrow Value Recovery Denmark ApS
|
|
Denmark
|
Arrow Value Recovery Belgium BVBA
|
|
Belgium
|
Arrow Value Recovery Czech Republic sro
|
|
Czech Republic
|
Arrow Value Recovery EMEA BV
|
|
Netherlands
|
Arrow Value Recovery Finland Oy (fka Greentech Finland, OY)
|
|
Finland
|
Arrow Value Recovery France SAS
|
|
France
|
Arrow Value Recovery Germany GmbH
|
|
Germany
|
Arrow Value Recovery Netherlands BV
|
|
Netherlands
|
Arrow S-Tech Norway AS
|
|
Norway
|
Arrow Value Recovery Sweden AB (fka Greentech Sweden AB)
|
|
Sweden
|
Arrow Value Recovery UK LTD
|
|
United Kingdom
|
Arrow/Artlink Technology (Hong Kong) Limited
|
|
Hong Kong
|
Arrow/Components (Agent) Ltd.
|
|
Hong Kong
|
Arrow/Rapac, Ltd.
|
|
Israel
|
ARROWECS Portugal Sociedade Unipessoal LDA
|
|
Portugal
|
Artlink Technology Co. Ltd.
|
|
Taiwan
|
ARW Electronics, Ltd.
|
|
Israel
|
ARW Enterprise Computing Solutions, S.A.
|
|
Spain
|
ARW Portugal Unipessoal LDA
|
|
Portugal
|
ASI Dedicated Services, LLC
|
|
Delaware
|
ASI Electrical Services, LLC
|
|
United States of America
|
ASI Managed Services, LLC
|
|
Delaware
|
Aspen Labs, LLC
|
|
Idaho
|
Aspencore, LLC
|
|
Delaware
|
Aspencore China Investment LLC
|
|
United States of America
|
Asplenium SA
|
|
France
|
ATM Electronic Corp.
|
|
British Virgin Islands
|
ATM Electronic Corp.
|
|
Taiwan
|
ATM Electronic Corporation (HK) Limited
|
|
Hong Kong
|
ATM Electronics Technology (Shenzhen) Co. Ltd
|
|
China
|
B.V. Arrow Electronics DLC
|
|
Netherlands
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Beijing Arrow SEED Technology Co. Ltd
|
|
China
|
Beijing Canon Advertising Co. Ltd.
|
|
China
|
Broomco (4184) Limited
|
|
United Kingdom
|
Centia Group Ltd.
|
|
United Kingdom
|
Centia Ltd.
|
|
United Kingdom
|
Channel Support Pty Ltd
|
|
Australia
|
Chip One Stop (Hong Kong) Ltd.
|
|
Hong Kong
|
Chip One Stop, Inc.
|
|
Japan
|
ChiWan Electronics (Shenzhen) Co., Ltd.
|
|
China
|
Components Agent (Cayman) Limited
|
|
Cayman Islands
|
Components Agent Asia Holdings, Ltd.
|
|
Mauritius
|
COMPUTERLINKS (UK) Ltd.
|
|
United Kingdom
|
Arrow ECS Services A/S
|
|
Denmark
|
COMPUTERLINKS Nederland B.V.
|
|
Netherlands
|
COMPUTERLINKS S.A.
|
|
France
|
Conrac Asia Display Products Pte. Ltd.
|
|
Singapore
|
Data Modul FZE
|
|
United Arab Emirates
|
Converge (Shanghai) International Trading Co., Ltd.
|
|
China
|
Converge Asia Pte, Ltd.
|
|
Singapore
|
Converge Electronics Trading (India) Private Ltd.
|
|
India
|
Converge France SAS
|
|
France
|
Converge Netherlands BV
|
|
Netherlands
|
Converge Scandinavia AB
|
|
Sweden
|
CSS Computer Security Solutions Erwerbs GmbH
|
|
Germany
|
CSS Computer Security Solutions Holding GmbH
|
|
Germany
|
CSS Computer Security Solutions Ltd.
|
|
United Kingdom
|
Data Modul AG
|
|
Germany
|
Data Modul France S.a r.l
|
|
France
|
Data Modul Hong Kong Ltd.
|
|
Hong Kong
|
Data Modul Iberia S.L.
|
|
Spain
|
Data Modul Inc.
|
|
New York
|
Data Modul Italia S.r.l.
|
|
Italy
|
Data Modul Ltd.
|
|
United Kingdom
|
Data Modul Shanghai Ltd.
|
|
China
|
Data Modul Suisse GmbH
|
|
Switzerland
|
Data Modul Weikersheim GmbH
|
|
Germany
|
Dicopel, Inc.
|
|
California
|
Distribution Central (MY) Sdn. Bhd.
|
|
Malaysia
|
Distribution Central HK Pty Limited
|
|
Hong Kong
|
Arrow ECS New Zealand Limited
|
|
New Zealand
|
Distribution Central Pte Limited (SG)
|
|
Singapore
|
Arrow ECS Australia Pty Limited
|
|
Australia
|
EC America, Inc.
|
|
Virginia
|
EDN Asia Advertising Pte Ltd.
|
|
Singapore
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Yongming Xincheng (Beijing) Technology CO., Ltd.
|
|
China
|
Embedded Developer, LLC
|
|
United States of America
|
eMedia Asia Limited
|
|
Barbados
|
Erf 211 Hughes (Pty) Limited
|
|
South Africa
|
Eshel Technology Group, Inc.
|
|
California
|
Eurocomponentes, S.A.
|
|
Argentina
|
Excel Tech, Inc.
|
|
South Korea
|
Firewall Systems Pty Limited
|
|
Australia
|
Fusion Distribution FZCO
|
|
UAE
|
Greentech Holding AS
|
|
Norway
|
ICC Media GmbH
|
|
Germany
|
immixGovernment, Inc.
|
|
Virginia
|
immixGroup, Inc.
|
|
Virginia
|
immixSolutions, Inc.
|
|
Virginia
|
immixTechnology, Inc.
|
|
Virginia
|
Intex-semi Ltd.
|
|
Hong Kong
|
IPVista A/S
|
|
Denmark
|
ITM USA Enterprises, Inc.
|
|
Florida
|
LED Franchise LLC
|
|
United States of America
|
LED Source Holdco, LLC
|
|
United States of America
|
LED Source LLC
|
|
United States of America
|
License Central Pty Ltd
|
|
Australia
|
Lite-On Korea, Ltd.
|
|
South Korea
|
Marubun Arrow Europe Kft.
|
|
Hungary
|
Marubun Corporation
|
|
Japan
|
Marubun USA Corporation
|
|
United States of America
|
Marubun/Arrow (HK) Limited
|
|
Hong Kong
|
Marubun-Arrow (M) Sdn. Bhd
|
|
Malaysia
|
Marubun/Arrow (Philippines) Inc.
|
|
Philippines
|
Marubun/Arrow (S) Pte Ltd.
|
|
Singapore
|
Marubun/Arrow (Shanghai) Co., Ltd.
|
|
China
|
Marubun/Arrow (Shenzhen) Electronic Product Consulting Company Limited
|
|
China
|
Marubun/Arrow (Thailand) Co., Ltd.
|
|
Thailand
|
Marubun/Arrow Asia Ltd.
|
|
BVI
|
Marubun/Arrow USA II, LLC
|
|
Delaware
|
Marubun/Arrow USA, LLC
|
|
Delaware
|
Marubun-Arrow Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Networld Systems Pty Ltd
|
|
Australia
|
Nextworth Solutions, Inc.
|
|
United States of America
|
NIC Components Asia PTE Ltd.
|
|
Singapore
|
NIC Components Corp.
|
|
New York
|
NIC Components Europe Limited
|
|
United Kingdom
|
NIC Eurotech Limited
|
|
United Kingdom
|
Nu Horizons Electronics (Shanghai) Co., Ltd.
|
|
China
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Nu Horizons Electronics Asia PTE Ltd.
|
|
Singapore
|
Nu Horizons Electronics Hong Kong Ltd.
|
|
Hong Kong
|
Nu Horizons Electronics Malaysia SDN BHD
|
|
Malaysia
|
NUH Electronics India Private Limted
|
|
India
|
NuHo Singapore Holdings, LLC
|
|
Delaware
|
Openway Group SA
|
|
France
|
Openway SAS
|
|
France
|
Pansystem S.r.l.
|
|
Italy
|
Pax8, Inc.
|
|
United States of America
|
PCG Parent Corp.
|
|
Delaware
|
PCG Trading, LLC
|
|
Delaware
|
Power and Signal Group GmbH
|
|
Germany
|
PT Marubun Arrow Indonesia
|
|
Indonesia
|
R.D. Trading Limited
|
|
United Kingdom
|
Rack Systems Pty Ltd
|
|
Australia
|
Red Education Pty Ltd
|
|
Australia
|
Renewal Systems Pty Ltd
|
|
Australia
|
Richardson RFPD (Malaysia) Sdn Bhd
|
|
Malaysia
|
Richardson RFPD (Thailand) Limited
|
|
Thailand
|
Richardson RFPD Australia Pty. Ltd.
|
|
Australia
|
Richardson RFPD Canada, Inc.
|
|
Canada
|
Richardson RFPD Electronics Trading (China) Co., Ltd.
|
|
China
|
Richardson RFPD France SAS
|
|
France
|
Richardson RFPD Germany GmbH
|
|
Germany
|
Richardson RFPD Hong Kong
|
|
Hong Kong
|
Richardson RFPD Israel Ltd.
|
|
Israel
|
Richardson RFPD Italy Srl
|
|
Italy
|
Richardson RFPD Japan KK
|
|
Japan
|
Richardson RFPD Korea Ltd.
|
|
South Korea
|
Richardson RFPD Singapore
|
|
Singapore
|
Richardson RFPD Spain SL
|
|
Spain
|
Richardson RFPD Taiwan
|
|
Taiwan
|
Richardson RFPD UK Ltd.
|
|
United Kingdom
|
Richardson RFPD, Inc.
|
|
Delaware
|
San Systems Pty Ltd
|
|
Australia
|
Schuylkill Metals of Plant City, Inc.
|
|
Delaware
|
Seneca Data Distributors, Inc.
|
|
New York
|
Silicon Frameworks, LLC
|
|
Idaho
|
SiliconEgypt Technologies, LLC
|
|
Egypt
|
SiliconExpert Holdings LLC
|
|
Delaware
|
SiliconExpert Technologies, Inc.
|
|
California
|
Sphinx CST Limited
|
|
United Kingdom
|
Sphinx CST Networks Limited
|
|
United Kingdom
|
Sphinx Group Limited
|
|
United Kingdom
|
Country (continued)
|
|
State in which Incorporated or Country in which Organized (continued)
|
Sphinx Professional Services Limited
|
|
United Kingdom
|
Spoerle Hungary Kereskedelmi Kft
|
|
Hungary
|
Sun Chain Technology Corp.
|
|
Taiwan
|
Titan Supply Chain Services Limited
|
|
United Kingdom
|
Titan Supply Chain Services, Pte Ltd.
|
|
Singapore
|
TLW Electronics, Ltd.
|
|
Hong Kong
|
Trafomo AB
|
|
Sweden
|
Transim Technology Corporation
|
|
California
|
U.S. Micro Operating Company, LLC
|
|
Nevada
|
Ultra Source Electronics (SZ) Co, LTD
|
|
China
|
Ultra Source Technology Corp.
|
|
Taiwan
|
Ultra Source Trading Hong Kong Limited
|
|
Hong Kong
|
Verwaltungsgesellschaft Arrow Electronics GmbH
|
|
Germany
|
1.
|
I have reviewed this Annual Report on Form 10-K of Arrow Electronics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 6, 2018
|
|
By:
|
/s/ Michael J. Long
|
|
|
|
|
Michael J. Long
|
|
|
|
|
Chairman, President, and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Arrow Electronics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 6, 2018
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
Date:
|
February 6, 2018
|
|
By:
|
/s/ Michael J. Long
|
|
|
|
|
Michael J. Long
|
|
|
|
|
Chairman, President, and Chief Executive
|
|
|
|
|
Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
|
Date:
|
February 6, 2018
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|