x
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QUARTERLY 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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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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Quarter Ended
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Six Months Ended
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||||||||||||
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June 30,
2018 |
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July 1,
2017 |
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June 30,
2018 |
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July 1,
2017 |
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(Adjusted)
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(Adjusted)
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||||||||
Sales
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$
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7,392,528
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$
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6,422,226
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$
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14,268,141
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$
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12,159,006
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Cost of sales
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6,459,708
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5,598,202
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12,466,377
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10,573,785
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Gross profit
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932,820
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824,024
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1,801,764
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1,585,221
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Operating expenses:
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Selling, general, and administrative expenses
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580,388
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531,781
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1,143,357
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1,047,307
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Depreciation and amortization
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46,422
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37,381
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93,669
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74,522
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Loss on disposition of businesses, net
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—
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—
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1,562
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—
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Restructuring, integration, and other charges
|
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19,183
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24,416
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40,354
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39,921
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||||
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645,993
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593,578
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1,278,942
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1,161,750
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Operating income
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286,827
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230,446
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522,822
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423,471
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Equity in earnings (losses) of affiliated companies
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517
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724
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(156
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)
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1,649
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Gain (loss) on investments, net
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(2,563
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)
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2,263
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(5,015
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)
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4,245
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Loss on extinguishment of debt
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—
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58,759
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—
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58,759
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Post-retirement expense
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1,257
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1,897
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2,488
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3,697
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Interest and other financing expense, net
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60,803
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42,538
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105,982
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80,787
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Income before income taxes
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222,721
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130,239
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409,181
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286,122
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Provision for income taxes
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51,681
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29,592
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98,271
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69,156
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Consolidated net income
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171,040
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100,647
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310,910
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216,966
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Noncontrolling interests
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1,125
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925
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1,901
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2,507
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Net income attributable to shareholders
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$
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169,915
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$
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99,722
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$
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309,009
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$
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214,459
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Net income per share:
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Basic
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$
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1.94
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$
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1.12
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$
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3.52
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$
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2.41
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Diluted
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$
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1.92
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$
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1.11
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$
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3.48
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$
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2.38
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Weighted-average shares outstanding:
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Basic
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87,802
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88,876
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87,878
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89,079
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Diluted
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88,652
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89,837
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88,841
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90,146
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Quarter Ended
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Six Months Ended
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June 30,
2018 |
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July 1,
2017 |
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June 30,
2018 |
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July 1,
2017 |
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(Adjusted)
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(Adjusted)
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Consolidated net income
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$
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171,040
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$
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100,647
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$
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310,910
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$
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216,966
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Other comprehensive income:
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Foreign currency translation adjustment and other
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(146,807
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)
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133,544
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(101,838
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)
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170,377
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Unrealized gain on investment securities, net
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—
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1,554
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—
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3,282
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Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net
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231
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(547
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)
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459
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(450
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)
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Employee benefit plan items, net
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613
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505
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895
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911
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Other comprehensive income (loss)
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(145,963
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)
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135,056
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(100,484
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)
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174,120
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Comprehensive income
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25,077
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235,703
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210,426
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391,086
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Less: Comprehensive income (loss) attributable to noncontrolling interests
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(534
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)
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3,525
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(11
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)
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5,694
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Comprehensive income attributable to shareholders
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$
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25,611
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$
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232,178
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$
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210,437
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$
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385,392
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June 30,
2018 |
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December 31,
2017 |
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(Adjusted)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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330,519
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$
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730,083
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Accounts receivable, net
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8,076,896
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8,125,588
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Inventories
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3,775,884
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3,302,518
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Other current assets
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278,995
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256,028
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Total current assets
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12,462,294
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12,414,217
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Property, plant, and equipment, at cost:
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Land
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13,199
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12,866
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Buildings and improvements
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158,686
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160,664
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Machinery and equipment
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1,371,844
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1,330,730
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1,543,729
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1,504,260
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Less: Accumulated depreciation and amortization
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(707,928
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)
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(665,785
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)
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Property, plant, and equipment, net
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835,801
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838,475
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Investments in affiliated companies
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86,186
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88,347
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Intangible assets, net
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328,964
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286,215
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Goodwill
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2,673,117
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2,470,047
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Other assets
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362,446
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361,966
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Total assets
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$
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16,748,808
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$
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16,459,267
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LIABILITIES AND EQUITY
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Current liabilities:
|
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|
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Accounts payable
|
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$
|
6,487,686
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$
|
6,756,830
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Accrued expenses
|
|
790,809
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|
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841,675
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|
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Short-term borrowings, including current portion of long-term debt
|
|
114,908
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|
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356,806
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|
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Total current liabilities
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7,393,403
|
|
|
7,955,311
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|
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Long-term debt
|
|
3,690,327
|
|
|
2,933,045
|
|
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Other liabilities
|
|
497,771
|
|
|
572,971
|
|
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Commitments and contingencies (Note M)
|
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|
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Equity:
|
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Shareholders' equity:
|
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|
|
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Common stock, par value $1:
|
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Authorized - 160,000 shares in both 2018 and 2017, respectively
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|
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Issued - 125,424 shares in both 2018 and 2017, respectively
|
|
125,424
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|
|
125,424
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|
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Capital in excess of par value
|
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1,117,389
|
|
|
1,114,167
|
|
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Treasury stock (38,040 and 37,733 shares in 2018 and 2017, respectively), at cost
|
|
(1,806,362
|
)
|
|
(1,762,239
|
)
|
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Retained earnings
|
|
5,928,149
|
|
|
5,596,786
|
|
||
Accumulated other comprehensive loss
|
|
(245,809
|
)
|
|
(124,883
|
)
|
||
Total shareholders' equity
|
|
5,118,791
|
|
|
4,949,255
|
|
||
Noncontrolling interests
|
|
48,516
|
|
|
48,685
|
|
||
Total equity
|
|
5,167,307
|
|
|
4,997,940
|
|
||
Total liabilities and equity
|
|
$
|
16,748,808
|
|
|
$
|
16,459,267
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
||||
|
|
|
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(Adjusted)
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Consolidated net income
|
|
310,910
|
|
|
216,966
|
|
||
Adjustments to reconcile consolidated net income to net cash used for operations:
|
|
|
|
|
||||
Depreciation and amortization
|
|
93,669
|
|
|
74,522
|
|
||
Amortization of stock-based compensation
|
|
25,662
|
|
|
21,391
|
|
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Equity in (earnings) losses of affiliated companies
|
|
156
|
|
|
(1,649
|
)
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
58,759
|
|
||
Deferred income taxes
|
|
12,706
|
|
|
11,825
|
|
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Other
|
|
10,622
|
|
|
5,208
|
|
||
Change in assets and liabilities, net of effects of acquired and disposed businesses:
|
|
|
|
|
||||
Accounts receivable
|
|
(73,647
|
)
|
|
419,229
|
|
||
Inventories
|
|
(499,917
|
)
|
|
(149,945
|
)
|
||
Accounts payable
|
|
(240,725
|
)
|
|
(601,708
|
)
|
||
Accrued expenses
|
|
(516
|
)
|
|
(90,332
|
)
|
||
Other assets and liabilities
|
|
(123,769
|
)
|
|
(97,376
|
)
|
||
Net cash used for operating activities
|
|
(484,849
|
)
|
|
(133,110
|
)
|
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Cash flows from investing activities:
|
|
|
|
|
||||
Cash consideration paid for acquired businesses, net of cash acquired
|
|
(331,563
|
)
|
|
(2,534
|
)
|
||
Proceeds from disposition of businesses
|
|
34,291
|
|
|
—
|
|
||
Acquisition of property, plant, and equipment
|
|
(66,551
|
)
|
|
(101,906
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
|
—
|
|
|
24,433
|
|
||
Other
|
|
(8,000
|
)
|
|
(3,000
|
)
|
||
Net cash used for investing activities
|
|
(371,823
|
)
|
|
(83,007
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Change in short-term and other borrowings
|
|
59,613
|
|
|
40,274
|
|
||
Proceeds from long-term bank borrowings, net
|
|
759,334
|
|
|
241,818
|
|
||
Proceeds from note offerings, net
|
|
—
|
|
|
494,625
|
|
||
Redemption of notes
|
|
(300,000
|
)
|
|
(558,100
|
)
|
||
Proceeds from exercise of stock options
|
|
5,985
|
|
|
20,697
|
|
||
Repurchases of common stock
|
|
(72,551
|
)
|
|
(123,663
|
)
|
||
Purchase of shares from noncontrolling interest
|
|
—
|
|
|
(23,350
|
)
|
||
Other
|
|
(156
|
)
|
|
(945
|
)
|
||
Net cash provided by financing activities
|
|
452,225
|
|
|
91,356
|
|
||
Effect of exchange rate changes on cash
|
|
4,883
|
|
|
10,359
|
|
||
Net decrease in cash and cash equivalents
|
|
(399,564
|
)
|
|
(114,402
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
730,083
|
|
|
534,320
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
330,519
|
|
|
$
|
419,918
|
|
|
|
Quarter Ended July 1, 2017
|
|
Six Months Ended July 1, 2017
|
||||||||||||||||||||
|
|
As Previously Reported
|
|
Adjustments**
|
|
Adjusted for New Standards
|
|
As Previously Reported
|
|
Adjustments**
|
|
Adjusted for New Standards
|
||||||||||||
Sales
|
|
$
|
6,465,346
|
|
|
$
|
(43,120
|
)
|
|
$
|
6,422,226
|
|
|
$
|
12,224,898
|
|
|
$
|
(65,892
|
)
|
|
$
|
12,159,006
|
|
Cost of sales
|
|
5,641,380
|
|
|
(43,178
|
)
|
|
5,598,202
|
|
|
10,641,045
|
|
|
(67,260
|
)
|
|
10,573,785
|
|
||||||
Gross profit
|
|
823,966
|
|
|
58
|
|
|
824,024
|
|
|
1,583,853
|
|
|
1,368
|
|
|
1,585,221
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general, and administrative expenses
|
|
532,347
|
|
|
(566
|
)
|
|
531,781
|
|
|
1,047,866
|
|
|
(559
|
)
|
|
1,047,307
|
|
||||||
Depreciation and amortization
|
|
37,381
|
|
|
—
|
|
|
37,381
|
|
|
74,522
|
|
|
—
|
|
|
74,522
|
|
||||||
Restructuring, integration, and other charges
|
|
24,416
|
|
|
—
|
|
|
24,416
|
|
|
39,921
|
|
|
—
|
|
|
39,921
|
|
||||||
|
|
594,144
|
|
|
(566
|
)
|
|
593,578
|
|
|
1,162,309
|
|
|
(559
|
)
|
|
1,161,750
|
|
||||||
Operating income
|
|
229,822
|
|
|
624
|
|
|
230,446
|
|
|
421,544
|
|
|
1,927
|
|
|
423,471
|
|
||||||
Equity in earnings of affiliated companies
|
|
724
|
|
|
—
|
|
|
724
|
|
|
1,649
|
|
|
—
|
|
|
1,649
|
|
||||||
Gain on investments, net
|
|
750
|
|
|
1,513
|
|
|
2,263
|
|
|
750
|
|
|
3,495
|
|
|
4,245
|
|
||||||
Loss on extinguishment of debt
|
|
58,759
|
|
|
—
|
|
|
58,759
|
|
|
58,759
|
|
|
—
|
|
|
58,759
|
|
||||||
Post-retirement expense
|
|
—
|
|
|
1,897
|
|
|
1,897
|
|
|
—
|
|
|
3,697
|
|
|
3,697
|
|
||||||
Interest and other financing expense, net
|
|
42,358
|
|
|
180
|
|
|
42,538
|
|
|
80,431
|
|
|
356
|
|
|
80,787
|
|
||||||
Income before income taxes
|
|
130,179
|
|
|
60
|
|
|
130,239
|
|
|
284,753
|
|
|
1,369
|
|
|
286,122
|
|
||||||
Provision for income taxes
|
|
29,575
|
|
|
17
|
|
|
29,592
|
|
|
68,799
|
|
|
357
|
|
|
69,156
|
|
||||||
Consolidated net income
|
|
100,604
|
|
|
43
|
|
|
100,647
|
|
|
215,954
|
|
|
1,012
|
|
|
216,966
|
|
||||||
Noncontrolling interests
|
|
925
|
|
|
—
|
|
|
925
|
|
|
2,507
|
|
|
—
|
|
|
2,507
|
|
||||||
Net income attributable to shareholders
|
|
$
|
99,679
|
|
|
$
|
43
|
|
|
$
|
99,722
|
|
|
$
|
213,447
|
|
|
$
|
1,012
|
|
|
$
|
214,459
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic*
|
|
$
|
1.12
|
|
|
$
|
—
|
|
|
$
|
1.12
|
|
|
$
|
2.40
|
|
|
$
|
0.01
|
|
|
$
|
2.41
|
|
Diluted*
|
|
$
|
1.11
|
|
|
$
|
—
|
|
|
$
|
1.11
|
|
|
$
|
2.37
|
|
|
$
|
0.01
|
|
|
$
|
2.38
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Year to Date
|
|||||||||||||||||||||||||
|
As Previously Reported
|
Adjusted for New Standards
|
|
As Previously Reported
|
Adjusted for New Standards
|
|
As Previously Reported
|
Adjusted for New Standards
|
|
As Previously Reported
|
Adjusted for New Standards
|
|
As Previously Reported
|
Adjusted for New Standards
|
||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Sales
|
$
|
5,759,552
|
|
$
|
5,736,780
|
|
|
$
|
6,465,346
|
|
$
|
6,422,226
|
|
|
$
|
6,953,740
|
|
$
|
6,856,108
|
|
|
$
|
7,633,870
|
|
$
|
7,539,449
|
|
|
$
|
26,812,508
|
|
$
|
26,554,563
|
|
Cost of sales
|
4,999,665
|
|
4,975,583
|
|
|
5,641,380
|
|
5,598,202
|
|
|
6,110,382
|
|
6,013,541
|
|
|
6,703,742
|
|
6,610,269
|
|
|
23,455,169
|
|
23,197,595
|
|
||||||||||
Operating income
|
191,722
|
|
193,025
|
|
|
229,822
|
|
230,446
|
|
|
235,992
|
|
235,441
|
|
|
270,914
|
|
286,824
|
|
|
928,450
|
|
945,736
|
|
||||||||||
Net income attributable to shareholders
|
$
|
113,768
|
|
$
|
114,737
|
|
|
$
|
99,679
|
|
$
|
99,722
|
|
|
$
|
134,630
|
|
$
|
134,064
|
|
|
$
|
53,885
|
|
$
|
53,653
|
|
|
$
|
401,962
|
|
$
|
402,176
|
|
Accounts receivable, net
|
$
|
13,701
|
|
Inventories
|
1,512
|
|
|
Property, plant, and equipment
|
4,557
|
|
|
Other assets
|
28,033
|
|
|
Identifiable intangible assets
|
71,710
|
|
|
Goodwill
|
225,937
|
|
|
Accounts payable
|
(521
|
)
|
|
Accrued expenses
|
(8,595
|
)
|
|
Deferred tax liability
|
(21,969
|
)
|
|
Other liabilities
|
(1,506
|
)
|
|
Cash consideration paid, net of cash acquired
|
$
|
312,859
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 1, 2017
|
||||||||||||
|
As Reported
|
|
Pro Forma
|
|
As Reported
|
|
Pro Forma
|
||||||||
Sales
|
$
|
6,422,226
|
|
|
$
|
6,460,139
|
|
|
$
|
12,159,006
|
|
|
$
|
12,234,218
|
|
Net income attributable to shareholders
|
99,722
|
|
|
100,410
|
|
|
214,459
|
|
|
215,632
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.12
|
|
|
$
|
1.13
|
|
|
$
|
2.41
|
|
|
$
|
2.42
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
1.12
|
|
|
$
|
2.38
|
|
|
$
|
2.39
|
|
|
|
Global
Components
|
|
Global ECS
|
|
Total
|
||||||
Balance as of December 31, 2017 (a)
|
|
$
|
1,264,869
|
|
|
$
|
1,205,178
|
|
|
$
|
2,470,047
|
|
Acquisitions and related adjustments
|
|
225,937
|
|
|
14,175
|
|
|
240,112
|
|
|||
Foreign currency translation adjustment
|
|
(17,896
|
)
|
|
(19,146
|
)
|
|
(37,042
|
)
|
|||
Balance as of June 30, 2018 (a)
|
|
$
|
1,472,910
|
|
|
$
|
1,200,207
|
|
|
$
|
2,673,117
|
|
(a)
|
The total carrying value of goodwill for all periods 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 enterprise computing solutions business segment.
|
|
|
Weighted-Average Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Non-amortizable trade names
|
|
indefinite
|
|
$
|
101,000
|
|
|
$
|
—
|
|
|
$
|
101,000
|
|
Customer relationships
|
|
10 years
|
|
426,441
|
|
|
(201,988
|
)
|
|
224,453
|
|
|||
Developed technology
|
|
5 years
|
|
6,340
|
|
|
(3,677
|
)
|
|
2,663
|
|
|||
Amortizable trade name
|
|
5 years
|
|
2,408
|
|
|
(1,560
|
)
|
|
848
|
|
|||
|
|
|
|
$
|
536,189
|
|
|
$
|
(207,225
|
)
|
|
$
|
328,964
|
|
|
|
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
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Marubun/Arrow
|
|
$
|
71,857
|
|
|
$
|
70,167
|
|
Other
|
|
14,329
|
|
|
18,180
|
|
||
|
|
$
|
86,186
|
|
|
$
|
88,347
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Marubun/Arrow
|
|
$
|
1,483
|
|
|
$
|
1,617
|
|
|
$
|
2,574
|
|
|
$
|
3,282
|
|
Other
|
|
(966
|
)
|
|
(893
|
)
|
|
(2,730
|
)
|
|
(1,633
|
)
|
||||
|
|
$
|
517
|
|
|
$
|
724
|
|
|
$
|
(156
|
)
|
|
$
|
1,649
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accounts receivable
|
|
$
|
8,138,078
|
|
|
$
|
8,181,879
|
|
Allowances for doubtful accounts
|
|
(61,182
|
)
|
|
(56,291
|
)
|
||
|
|
$
|
8,076,896
|
|
|
$
|
8,125,588
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
3.00% notes, due 2018
|
|
$
|
—
|
|
|
$
|
299,857
|
|
Borrowings on lines of credit
|
|
70,000
|
|
|
—
|
|
||
Other short-term borrowings
|
|
44,908
|
|
|
56,949
|
|
||
|
|
$
|
114,908
|
|
|
$
|
356,806
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Revolving credit facility
|
|
$
|
57,700
|
|
|
$
|
—
|
|
Asset securitization program
|
|
1,200,000
|
|
|
490,000
|
|
||
6.00% notes, due 2020
|
|
209,059
|
|
|
208,971
|
|
||
5.125% notes, due 2021
|
|
130,473
|
|
|
130,400
|
|
||
3.50% notes, due 2022
|
|
346,899
|
|
|
346,518
|
|
||
4.50% notes, due 2023
|
|
297,369
|
|
|
297,122
|
|
||
3.25% notes, due 2024
|
|
493,618
|
|
|
493,161
|
|
||
4.00% notes, due 2025
|
|
345,469
|
|
|
345,182
|
|
||
7.50% senior debentures, due 2027
|
|
109,735
|
|
|
109,694
|
|
||
3.875% notes, due 2028
|
|
493,826
|
|
|
493,563
|
|
||
Other obligations with various interest rates and due dates
|
|
6,179
|
|
|
18,434
|
|
||
|
|
$
|
3,690,327
|
|
|
$
|
2,933,045
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
3.00% notes, due 2018
|
|
$
|
—
|
|
|
$
|
300,500
|
|
6.00% notes, due 2020
|
|
218,000
|
|
|
224,000
|
|
||
5.125% notes, due 2021
|
|
135,500
|
|
|
139,000
|
|
||
3.50% notes, due 2022
|
|
345,500
|
|
|
355,000
|
|
||
4.50% notes, due 2023
|
|
304,500
|
|
|
315,500
|
|
||
3.25% notes, due 2024
|
|
468,000
|
|
|
491,000
|
|
||
4.00% notes, due 2025
|
|
342,500
|
|
|
356,500
|
|
||
7.50% senior debentures, due 2027
|
|
131,500
|
|
|
138,500
|
|
||
3.875% notes, due 2028
|
|
473,500
|
|
|
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
|
|
$
|
16,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,292
|
|
Equity investments (b)
|
|
Other assets
|
|
45,683
|
|
|
—
|
|
|
—
|
|
|
45,683
|
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
—
|
|
|
(679
|
)
|
|
—
|
|
|
(679
|
)
|
||||
Foreign exchange contracts
|
|
Other current assets
|
|
—
|
|
|
8,907
|
|
|
—
|
|
|
8,907
|
|
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
—
|
|
|
(2,383
|
)
|
|
—
|
|
|
(2,383
|
)
|
||||
Contingent consideration
|
|
Accrued expenses
|
|
—
|
|
|
—
|
|
|
(3,184
|
)
|
|
(3,184
|
)
|
||||
|
|
|
|
$
|
61,975
|
|
|
$
|
5,845
|
|
|
$
|
(3,184
|
)
|
|
$
|
64,636
|
|
|
|
Balance Sheet
Location |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents (c)
|
|
Cash and cash equivalents/
other assets
|
|
$
|
3,267
|
|
|
$
|
286,671
|
|
|
$
|
—
|
|
|
$
|
289,938
|
|
Equity investments (b)
|
|
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 highly liquid investments with an original maturity of less than three months.
|
(b)
|
The company has an
8.4%
equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices.
|
(c)
|
Cash equivalents at
December 31, 2017
included
$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 D).
|
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%
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Gain (Loss) Recognized in Consolidated Net Income
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
6,260
|
|
|
$
|
(2,223
|
)
|
|
$
|
518
|
|
|
$
|
(11,162
|
)
|
Interest rate swaps
|
|
(308
|
)
|
|
(163
|
)
|
|
(611
|
)
|
|
(321
|
)
|
||||
Total
|
|
$
|
5,952
|
|
|
$
|
(2,386
|
)
|
|
$
|
(93
|
)
|
|
$
|
(11,483
|
)
|
Gain (Loss) Recognized in Other Comprehensive Income before reclassifications
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
(58
|
)
|
|
$
|
(1,043
|
)
|
|
$
|
(1,135
|
)
|
|
$
|
(867
|
)
|
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
(1,053
|
)
|
|
$
|
—
|
|
|
$
|
(1,053
|
)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Restructuring and integration charges - current period actions
|
|
$
|
8,798
|
|
|
$
|
14,263
|
|
|
$
|
20,230
|
|
|
$
|
22,246
|
|
Restructuring and integration charges - actions taken in prior periods
|
|
2,931
|
|
|
3,996
|
|
|
4,280
|
|
|
6,098
|
|
||||
Other charges
|
|
7,454
|
|
|
6,157
|
|
|
15,844
|
|
|
11,577
|
|
||||
|
|
$
|
19,183
|
|
|
$
|
24,416
|
|
|
$
|
40,354
|
|
|
$
|
39,921
|
|
|
|
Personnel
Costs
|
|
Facilities Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring and integration charges
|
|
$
|
10,496
|
|
|
$
|
9,560
|
|
|
$
|
174
|
|
|
$
|
20,230
|
|
Payments
|
|
(7,592
|
)
|
|
(1,820
|
)
|
|
(18
|
)
|
|
(9,430
|
)
|
||||
Foreign currency translation
|
|
(85
|
)
|
|
(151
|
)
|
|
(4
|
)
|
|
(240
|
)
|
||||
Balance as of June 30, 2018
|
|
$
|
2,819
|
|
|
$
|
7,589
|
|
|
$
|
152
|
|
|
$
|
10,560
|
|
|
|
Personnel
Costs
|
|
Facilities Costs
|
|
Other
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
|
$
|
15,276
|
|
|
$
|
4,874
|
|
|
$
|
100
|
|
|
$
|
20,250
|
|
Restructuring and integration charges
|
|
1,308
|
|
|
2,267
|
|
|
(7
|
)
|
|
3,568
|
|
||||
Payments
|
|
(10,106
|
)
|
|
(1,934
|
)
|
|
(25
|
)
|
|
(12,065
|
)
|
||||
Foreign currency translation
|
|
(67
|
)
|
|
(129
|
)
|
|
(4
|
)
|
|
(200
|
)
|
||||
Balance as of June 30, 2018
|
|
$
|
6,411
|
|
|
$
|
5,078
|
|
|
$
|
64
|
|
|
$
|
11,553
|
|
•
|
The accruals for personnel costs totaling
$16,815
relate to the termination of personnel that have scheduled payouts of
$11,087
in
2018
,
$4,268
in
2019
,
$1,402
in
2020
, and
$58
in
2021
.
|
•
|
The accruals for facilities totaling
$13,948
relate to vacated leased properties that have scheduled payments of
$3,911
in
2018
,
$2,780
in
2019
,
$2,185
in
2020
,
$1,367
in
2021
,
$1,068
in
2022
, and
$2,637
thereafter.
|
•
|
Other accruals of
$344
are expected to be spent within one year.
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net income attributable to shareholders
|
|
$
|
169,915
|
|
|
$
|
99,722
|
|
|
$
|
309,009
|
|
|
$
|
214,459
|
|
Weighted-average shares outstanding - basic
|
|
87,802
|
|
|
88,876
|
|
|
87,878
|
|
|
89,079
|
|
||||
Net effect of various dilutive stock-based compensation awards
|
|
850
|
|
|
961
|
|
|
963
|
|
|
1,067
|
|
||||
Weighted-average shares outstanding - diluted
|
|
88,652
|
|
|
89,837
|
|
|
88,841
|
|
|
90,146
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.94
|
|
|
$
|
1.12
|
|
|
$
|
3.52
|
|
|
$
|
2.41
|
|
Diluted (a)
|
|
$
|
1.92
|
|
|
$
|
1.11
|
|
|
$
|
3.48
|
|
|
$
|
2.38
|
|
(a)
|
Stock-based compensation awards for the issuance of
915
and
515
shares for the
second quarter
and
first six months
of
2018
and
432
and
328
shares for the
second quarter
and
first six months
of
2017
, respectively, were excluded from the computation of net income per share on a diluted basis as their effect was anti-dilutive.
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Foreign Currency Translation Adjustment and Other:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications (a)
|
|
$
|
(146,203
|
)
|
|
$
|
132,256
|
|
|
$
|
(99,803
|
)
|
|
$
|
169,837
|
|
Amounts reclassified into income
|
|
1,055
|
|
|
(1,312
|
)
|
|
(123
|
)
|
|
(2,647
|
)
|
||||
Unrealized Gain (Loss) on Investment Securities, Net:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
3,282
|
|
||||
Amounts reclassified into income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
|
—
|
|
|
(647
|
)
|
|
—
|
|
|
(647
|
)
|
||||
Amounts reclassified into income
|
|
231
|
|
|
100
|
|
|
459
|
|
|
197
|
|
||||
Employee Benefit Plan Items, Net:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(43
|
)
|
||||
Amounts reclassified into income
|
|
613
|
|
|
553
|
|
|
895
|
|
|
954
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
||||||||
Reclassification to retained earnings (b)
|
|
—
|
|
|
—
|
|
|
(22,354
|
)
|
|
—
|
|
||||
Net change in Accumulated other comprehensive income
(loss)
|
|
$
|
(144,304
|
)
|
|
$
|
132,456
|
|
|
$
|
(120,926
|
)
|
|
$
|
170,933
|
|
(a)
|
Includes intra-entity foreign currency transactions that are of a long-term investment nature of
$26,698
and
$14,774
for the
second quarter
and
first six months
of
2018
and
$(36,503)
and
$(36,180)
for the
second quarter
and
first six months
of
2017
, respectively.
|
(b)
|
Amounts relate to unrealized gains and losses on investments and stranded tax effects reclassified from "Accumulated other comprehensive income" to "Retained earnings" in accordance with ASU No. 2018-02 and ASU No. 2016-01 (Note B).
|
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
|
||||||
December 2016
|
|
$
|
400,000
|
|
|
$
|
101,361
|
|
|
$
|
298,639
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Components:
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
$
|
1,937,882
|
|
|
$
|
1,700,241
|
|
|
$
|
3,734,580
|
|
|
$
|
3,263,786
|
|
EMEA (a)
|
|
1,447,972
|
|
|
1,192,393
|
|
|
2,926,358
|
|
|
2,310,672
|
|
||||
Asia/Pacific
|
|
1,898,510
|
|
|
1,569,716
|
|
|
3,553,358
|
|
|
2,946,695
|
|
||||
Global components
|
|
$
|
5,284,364
|
|
|
$
|
4,462,350
|
|
|
$
|
10,214,296
|
|
|
$
|
8,521,153
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECS:
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
$
|
1,387,034
|
|
|
$
|
1,307,245
|
|
|
$
|
2,582,445
|
|
|
$
|
2,401,888
|
|
EMEA
|
|
721,130
|
|
|
652,631
|
|
|
1,471,400
|
|
|
1,235,965
|
|
||||
Global ECS
|
|
$
|
2,108,164
|
|
|
$
|
1,959,876
|
|
|
$
|
4,053,845
|
|
|
$
|
3,637,853
|
|
Consolidated (b)
|
|
$
|
7,392,528
|
|
|
$
|
6,422,226
|
|
|
$
|
14,268,141
|
|
|
$
|
12,159,006
|
|
(a)
|
Defined as Europe, the Middle East, and Africa.
|
(b)
|
Includes sales related to the United States of
$2,968,469
and
$5,618,137
for the
second quarter
and
first six months
of
2018
and
$2,667,958
and
$5,010,086
for the
second quarter
and
first six months
of
2017
, respectively.
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||
Global components
|
|
$
|
253,840
|
|
|
$
|
197,164
|
|
|
$
|
483,386
|
|
|
$
|
370,697
|
|
Global ECS
|
|
109,417
|
|
|
106,761
|
|
|
193,223
|
|
|
188,950
|
|
||||
Corporate (c)
|
|
(76,430
|
)
|
|
(73,479
|
)
|
|
(153,787
|
)
|
|
(136,176
|
)
|
||||
Consolidated
|
|
$
|
286,827
|
|
|
$
|
230,446
|
|
|
$
|
522,822
|
|
|
$
|
423,471
|
|
(c)
|
Includes restructuring, integration, and other charges of
$19,183
and
$40,354
for the
second quarter
and
first six months
of
2018
and
$24,416
and
$39,921
for the
second quarter
and
first six months
of
2017
, respectively, as well as a net loss on the disposition of businesses of
$1,562
for the
first six months
of
2018
.
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Global components
|
|
$
|
11,630,360
|
|
|
$
|
10,229,168
|
|
Global ECS
|
|
4,491,916
|
|
|
5,426,675
|
|
||
Corporate
|
|
626,532
|
|
|
803,424
|
|
||
Consolidated
|
|
$
|
16,748,808
|
|
|
$
|
16,459,267
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Americas (d)
|
|
$
|
687,594
|
|
|
$
|
688,637
|
|
EMEA
|
|
106,226
|
|
|
108,232
|
|
||
Asia/Pacific
|
|
41,981
|
|
|
41,606
|
|
||
Consolidated
|
|
$
|
835,801
|
|
|
$
|
838,475
|
|
(d)
|
Includes net property, plant, and equipment related to the United States of
$683,460
and
$683,988
at
June 30, 2018
and
December 31, 2017
, respectively.
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
restructuring, integration, and other charges of
$19.2 million
in
2018
and
$24.4 million
in
2017
;
|
•
|
identifiable intangible asset amortization of
$12.0 million
in
2018
and
$12.4 million
in
2017
;
|
•
|
gain (loss) on investments, net, of
$(2.6) million
in
2018
and
$2.3 million
in
2017
; and
|
•
|
loss on extinguishment of debt of
$58.8 million
in
2017
|
•
|
loss on disposition of businesses, net, of
$1.6 million
in
2018
;
|
•
|
restructuring, integration, and other charges of
$40.4 million
in
2018
and
$39.9 million
in
2017
;
|
•
|
identifiable intangible asset amortization of
$25.5 million
in
2018
and
$25.3 million
in
2017
;
|
•
|
gain (loss) on investments, net, of
$(5.0) million
in
2018
and
$4.2 million
in 2017; and
|
•
|
loss on extinguishment of debt of
$58.8 million
in
2017
|
•
|
Sales, income, or expense items as adjusted for the impact of changes in foreign currencies (referred to as "impact of changes in foreign currencies"), the impact of acquisitions by adjusting the company's operating results for 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"), and the impact of dispositions by adjusting the company's operating results for businesses disposed, as if the dispositions had occurred at the beginning of the earliest period presented (referred to as "impact of dispositions");
|
•
|
Operating income as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, and loss on disposition of businesses, net; and
|
•
|
Net income attributable to shareholders as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, loss on disposition of businesses, net, gain (loss) on investments, net, and loss on extinguishment of debt.
|
|
Quarter Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change
|
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated sales, as reported
|
$
|
7,393
|
|
|
$
|
6,422
|
|
|
15.1
|
%
|
|
$
|
14,268
|
|
|
$
|
12,159
|
|
|
17.3
|
%
|
Impact of changes in foreign currencies
|
—
|
|
|
140
|
|
|
|
|
—
|
|
|
409
|
|
|
|
||||||
Impact of acquisitions
|
—
|
|
|
38
|
|
|
|
|
—
|
|
|
75
|
|
|
|
||||||
Impact of dispositions
|
—
|
|
|
(57
|
)
|
|
|
|
(27
|
)
|
|
(115
|
)
|
|
|
||||||
Consolidated sales, as adjusted
|
$
|
7,393
|
|
|
$
|
6,543
|
|
|
13.0
|
%
|
|
$
|
14,241
|
|
|
$
|
12,528
|
|
|
13.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Global components sales, as reported
|
$
|
5,284
|
|
|
$
|
4,462
|
|
|
18.4
|
%
|
|
$
|
10,214
|
|
|
$
|
8,521
|
|
|
19.9
|
%
|
Impact of changes in foreign currencies
|
—
|
|
|
90
|
|
|
|
|
—
|
|
|
265
|
|
|
|
||||||
Impact of acquisitions
|
—
|
|
|
21
|
|
|
|
|
—
|
|
|
42
|
|
|
|
||||||
Impact of dispositions
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Global components sales, as adjusted*
|
$
|
5,284
|
|
|
$
|
4,574
|
|
|
15.5
|
%
|
|
$
|
10,214
|
|
|
$
|
8,829
|
|
|
15.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Global ECS sales, as reported
|
$
|
2,108
|
|
|
$
|
1,960
|
|
|
7.6
|
%
|
|
$
|
4,054
|
|
|
$
|
3,638
|
|
|
11.4
|
%
|
Impact of changes in foreign currencies
|
—
|
|
|
49
|
|
|
|
|
—
|
|
|
143
|
|
|
|
||||||
Impact of acquisitions
|
—
|
|
|
17
|
|
|
|
|
—
|
|
|
33
|
|
|
|
||||||
Impact of dispositions
|
—
|
|
|
(57
|
)
|
|
|
|
(27
|
)
|
|
(115
|
)
|
|
|
||||||
Global ECS sales, as adjusted*
|
$
|
2,108
|
|
|
$
|
1,968
|
|
|
7.1
|
%
|
|
$
|
4,026
|
|
|
$
|
3,699
|
|
|
8.8
|
%
|
|
Quarter Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
% Change
|
|
June 30,
2018 |
|
July 1,
2017 |
|
% Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated gross profit, as reported
|
$
|
933
|
|
|
$
|
824
|
|
|
13.2
|
%
|
|
$
|
1,802
|
|
|
$
|
1,585
|
|
|
13.7
|
%
|
Impact of changes in foreign currencies
|
—
|
|
|
18
|
|
|
|
|
—
|
|
|
57
|
|
|
|
||||||
Impact of acquisitions
|
—
|
|
|
12
|
|
|
|
|
—
|
|
|
24
|
|
|
|
|
|||||
Impact of dispositions
|
—
|
|
|
(16
|
)
|
|
|
|
(6
|
)
|
|
(31
|
)
|
|
|
||||||
Consolidated gross profit, as adjusted*
|
$
|
933
|
|
|
$
|
839
|
|
|
11.2
|
%
|
|
$
|
1,796
|
|
|
$
|
1,635
|
|
|
9.9
|
%
|
Consolidated gross profit as a percentage of sales, as reported
|
12.6
|
%
|
|
12.8
|
%
|
|
(20) bps
|
|
|
12.6
|
%
|
|
13.0
|
%
|
|
(40) bps
|
|
||||
Consolidated gross profit as a percentage of sales, as adjusted
|
12.6
|
%
|
|
12.8
|
%
|
|
(20) bps
|
|
|
12.6
|
%
|
|
13.1
|
%
|
|
(50) bps
|
|
|
Quarter Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change
|
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general, and administrative expenses, as reported
|
$
|
580
|
|
|
$
|
532
|
|
|
9.1
|
%
|
|
$
|
1,143
|
|
|
$
|
1,047
|
|
|
9.2
|
%
|
Depreciation and amortization, as reported
|
46
|
|
|
37
|
|
|
24.2
|
%
|
|
94
|
|
|
75
|
|
|
25.7
|
%
|
||||
Operating expenses, as reported*
|
627
|
|
|
569
|
|
|
10.1
|
%
|
|
1,237
|
|
|
1,122
|
|
|
10.3
|
%
|
||||
Impact of changes in foreign currencies
|
—
|
|
|
14
|
|
|
|
|
—
|
|
|
41
|
|
|
|
||||||
Impact of acquisitions
|
—
|
|
|
8
|
|
|
|
|
—
|
|
|
15
|
|
|
|
||||||
Impact of dispositions
|
—
|
|
|
(15
|
)
|
|
|
|
(7
|
)
|
|
(29
|
)
|
|
|
||||||
Operating expenses, as adjusted
|
$
|
627
|
|
|
$
|
576
|
|
|
8.8
|
%
|
|
$
|
1,230
|
|
|
$
|
1,149
|
|
|
7.1
|
%
|
Operating expenses as a percentage of sales, as reported
|
8.5
|
%
|
|
8.9
|
%
|
|
(40) bps
|
|
|
8.7
|
%
|
|
9.2
|
%
|
|
(50) bps
|
|
||||
Operating expenses as a percentage of sales, as adjusted
|
8.5
|
%
|
|
8.8
|
%
|
|
(30) bps
|
|
|
8.6
|
%
|
|
9.2
|
%
|
|
(60) bps
|
|
|
Quarter Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change
|
|
June 30,
2018 |
|
July 1,
2017 |
|
%
Change |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated operating income, as reported
|
$
|
287
|
|
|
$
|
230
|
|
|
24.5
|
%
|
|
$
|
523
|
|
|
$
|
423
|
|
|
23.5
|
%
|
Identifiable intangible asset amortization
|
12
|
|
|
12
|
|
|
|
|
25
|
|
|
25
|
|
|
|
||||||
Restructuring, integration, and other charges
|
19
|
|
|
24
|
|
|
|
|
40
|
|
|
40
|
|
|
|
||||||
Loss on disposition of businesses
|
—
|
|
|
—
|
|
|
|
|
2
|
|
|
—
|
|
|
|
||||||
Consolidated operating income, as adjusted*
|
$
|
318
|
|
|
$
|
267
|
|
|
19.0
|
%
|
|
$
|
590
|
|
|
$
|
489
|
|
|
20.8
|
%
|
Consolidated operating income as a percentage of sales, as reported
|
3.9
|
%
|
|
3.6
|
%
|
|
30 bps
|
|
|
3.7
|
%
|
|
3.5
|
%
|
|
20 bps
|
|
||||
Consolidated operating income, as adjusted, as a percentage of sales, as reported
|
4.3
|
%
|
|
4.2
|
%
|
|
10 bps
|
|
|
4.1
|
%
|
|
4.0
|
%
|
|
10 bps
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to shareholders, as reported
|
$
|
170
|
|
|
$
|
100
|
|
|
$
|
309
|
|
|
$
|
214
|
|
Identifiable intangible asset amortization*
|
12
|
|
|
12
|
|
|
25
|
|
|
25
|
|
||||
Restructuring, integration, and other charges
|
19
|
|
|
24
|
|
|
40
|
|
|
40
|
|
||||
(Gain) loss on investments, net
|
3
|
|
|
(2
|
)
|
|
5
|
|
|
(4
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||
Loss on disposition of businesses, net
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Tax effect of adjustments above
|
(8
|
)
|
|
(34
|
)
|
|
(18
|
)
|
|
(42
|
)
|
||||
Net income attributable to shareholders, as adjusted **
|
$
|
195
|
|
|
$
|
159
|
|
|
$
|
363
|
|
|
$
|
291
|
|
•
|
During the first quarter of 2018, the company redeemed
$300.0 million
of the 3.00% notes due 2018.
|
•
|
During the second quarter of 2018, the company amended its asset securitization program and, among other things, increased its borrowing capacity from
$910.0 million
to
$1.2 billion
and extended its term to mature to June 2021. At June 30, 2018 and December 31, 2017, the company had
$1.2 billion
and
$490.0 million
, respectively, in outstanding borrowings under the asset securitization program.
|
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
|
||||||
December 2016
|
|
$
|
400,000
|
|
|
$
|
101,361
|
|
|
$
|
298,639
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Month
|
|
Total
Number of
Shares
Purchased
(a)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program
(b)
|
|
Approximate
Dollar Value of
Shares that May
Yet be
Purchased
Under the
Programs
|
||||||
April 1 through April 28, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
318,639,054
|
|
April 29 through May 26, 2018
|
|
264,234
|
|
|
75.84
|
|
|
263,723
|
|
|
298,639,307
|
|
||
May 27 through June 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298,639,307
|
|
||
Total
|
|
264,234
|
|
|
|
|
|
263,723
|
|
|
|
|
(a)
|
Includes share repurchases under the Share-Repurchase Program 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.
|
(b)
|
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
June 30, 2018
is
511
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.
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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.
|
|
|
|
ARROW ELECTRONICS, INC.
|
|
|
|
|
|
|
Date:
|
August 2, 2018
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
August 2, 2018
|
|
By:
|
/s/ Michael J. Long
|
|
|
|
|
Michael J. Long
|
|
|
|
|
Chairman, President, and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
August 2, 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:
|
August 2, 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:
|
August 2, 2018
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|