☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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
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80112
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Centennial
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CO
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(Zip Code)
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(Address of principal executive offices)
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(303)
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824-4000
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Title of each class
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Trading Symbol(s)
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Name of the exchange on which registered
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Common Stock, $1 par value
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ARW
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Quarter Ended
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||||||
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March 28,
2020 |
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March 30,
2019 |
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Sales
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$
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6,381,417
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$
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7,155,991
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Cost of sales
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5,653,026
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6,294,303
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Gross profit
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728,391
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861,688
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Operating expenses:
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Selling, general, and administrative expenses
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533,839
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556,076
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Depreciation and amortization
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47,110
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47,526
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Loss on disposition of businesses, net
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—
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866
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Restructuring, integration, and other charges
|
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9,138
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11,660
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590,087
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616,128
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Operating income
|
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138,304
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245,560
|
|
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Equity in earnings (losses) of affiliated companies
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530
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(1,467
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)
|
||
Gain (loss) on investments, net
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(16,810
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)
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5,348
|
|
||
Employee benefit plan expense
|
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(1,109
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)
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(1,139
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)
|
||
Interest and other financing expense, net
|
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(43,268
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)
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(51,981
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)
|
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Income before income taxes
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|
77,647
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196,321
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|
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Provision for income taxes
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27,892
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53,907
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Consolidated net income
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49,755
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142,414
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Noncontrolling interests
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252
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1,679
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Net income attributable to shareholders
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$
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49,503
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$
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140,735
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Net income per share:
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Basic
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$
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0.62
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$
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1.65
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Diluted
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$
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0.61
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$
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1.63
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Weighted-average shares outstanding:
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Basic
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80,407
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85,400
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Diluted
|
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81,108
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86,319
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Quarter Ended
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||||||
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March 28,
2020 |
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March 30,
2019 |
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Consolidated net income
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$
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49,755
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$
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142,414
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Other comprehensive income (loss):
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Foreign currency translation adjustment and other
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(77,343
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)
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4,442
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Unrealized gain on foreign exchange contracts designated as net investment hedges, net of taxes
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15,977
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5,533
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Unrealized gain (loss) on interest rate swaps designated as cash flow hedges, net of taxes
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(28,397
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)
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240
|
|
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Employee benefit plan items, net of taxes
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2,248
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319
|
|
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Other comprehensive income (loss)
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(87,515
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)
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10,534
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|
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Comprehensive income (loss)
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(37,760
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)
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152,948
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Less: Comprehensive income attributable to noncontrolling interests
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10
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1,031
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Comprehensive income (loss) attributable to shareholders
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$
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(37,770
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)
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$
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151,917
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March 28,
2020 |
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December 31,
2019 |
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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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200,998
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$
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300,103
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Accounts receivable, net
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7,817,019
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8,482,687
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Inventories
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3,334,298
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3,477,120
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Other current assets
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235,743
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266,249
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Total current assets
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11,588,058
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12,526,159
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Property, plant, and equipment, at cost:
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Land
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7,728
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7,793
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Buildings and improvements
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185,542
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173,370
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Machinery and equipment
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1,492,802
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1,481,525
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1,686,072
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1,662,688
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Less: Accumulated depreciation and amortization
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(882,650
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)
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(859,578
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)
|
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Property, plant, and equipment, net
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803,422
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803,110
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Investments in affiliated companies
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80,337
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86,942
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Intangible assets, net
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260,955
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271,903
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Goodwill
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2,044,898
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2,061,322
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Other assets
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613,790
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651,360
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Total assets
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$
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15,391,460
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$
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16,400,796
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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6,662,333
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$
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7,046,221
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Accrued expenses
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873,668
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880,507
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Short-term borrowings, including current portion of long-term debt
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377,177
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331,431
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Total current liabilities
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7,913,178
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8,258,159
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Long-term debt
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2,222,789
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2,640,129
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Other liabilities
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605,884
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636,115
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Commitments and contingencies (Note L)
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Equity:
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Shareholders’ equity:
|
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Common stock, par value $1:
|
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Authorized - 160,000 shares in both 2020 and 2019, respectively
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Issued - 125,424 shares in both 2020 and 2019, respectively
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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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1,145,744
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1,150,006
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|
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Treasury stock (46,756 and 44,804 shares in 2020 and 2019, respectively), at cost
|
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(2,471,375
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)
|
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(2,332,548
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)
|
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Retained earnings
|
|
6,144,816
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|
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6,131,248
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Accumulated other comprehensive loss
|
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(349,484
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)
|
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(262,211
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)
|
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Total shareholders’ equity
|
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4,595,125
|
|
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4,811,919
|
|
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Noncontrolling interests
|
|
54,484
|
|
|
54,474
|
|
||
Total equity
|
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4,649,609
|
|
|
4,866,393
|
|
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Total liabilities and equity
|
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$
|
15,391,460
|
|
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$
|
16,400,796
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|
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Three Months Ended
|
||||||
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March 28,
2020 |
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March 30,
2019 |
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Cash flows from operating activities:
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
49,755
|
|
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$
|
142,414
|
|
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
|
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|
|
|
||||
Depreciation and amortization
|
|
47,110
|
|
|
47,526
|
|
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Amortization of stock-based compensation
|
|
13,920
|
|
|
19,090
|
|
||
Equity in (earnings) losses of affiliated companies
|
|
(530
|
)
|
|
1,467
|
|
||
Deferred income taxes
|
|
32,613
|
|
|
6,968
|
|
||
(Gain) loss on investments, net
|
|
16,810
|
|
|
(5,348
|
)
|
||
Other
|
|
(205
|
)
|
|
5,575
|
|
||
Change in assets and liabilities, net of effects of acquired and disposed businesses:
|
|
|
|
|
||||
Accounts receivable
|
|
558,605
|
|
|
949,989
|
|
||
Inventories
|
|
133,392
|
|
|
134,402
|
|
||
Accounts payable
|
|
(343,051
|
)
|
|
(1,540,008
|
)
|
||
Accrued expenses
|
|
(31,326
|
)
|
|
(50,292
|
)
|
||
Other assets and liabilities
|
|
(10,228
|
)
|
|
(40,782
|
)
|
||
Net cash provided by (used for) operating activities
|
|
466,865
|
|
|
(328,999
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Acquisition of property, plant, and equipment
|
|
(27,971
|
)
|
|
(33,815
|
)
|
||
Other
|
|
(5,466
|
)
|
|
2,940
|
|
||
Net cash used for investing activities
|
|
(33,437
|
)
|
|
(30,875
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Change in short-term and other borrowings
|
|
(84,354
|
)
|
|
(107,244
|
)
|
||
Proceeds from (repayments of) long-term bank borrowings, net
|
|
(288,577
|
)
|
|
335,023
|
|
||
Proceeds from exercise of stock options
|
|
1,980
|
|
|
6,931
|
|
||
Repurchases of common stock
|
|
(158,989
|
)
|
|
(53,925
|
)
|
||
Net cash provided by (used for) financing activities
|
|
(529,940
|
)
|
|
180,785
|
|
||
Effect of exchange rate changes on cash
|
|
(2,593
|
)
|
|
21,661
|
|
||
Net decrease in cash and cash equivalents
|
|
(99,105
|
)
|
|
(157,428
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
300,103
|
|
|
509,327
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
200,998
|
|
|
$
|
351,899
|
|
|
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, 2019
|
$
|
125,424
|
|
|
$
|
1,150,006
|
|
|
$
|
(2,332,548
|
)
|
|
$
|
6,131,248
|
|
|
$
|
(262,211
|
)
|
|
$
|
54,474
|
|
|
$
|
4,866,393
|
|
Effect of new accounting principles
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,935
|
)
|
|
—
|
|
|
—
|
|
|
(35,935
|
)
|
|||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49,503
|
|
|
—
|
|
|
252
|
|
|
49,755
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,273
|
)
|
|
(242
|
)
|
|
(87,515
|
)
|
|||||||
Amortization of stock-based compensation
|
—
|
|
|
13,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,920
|
|
|||||||
Shares issued for stock-based compensation awards
|
—
|
|
|
(18,182
|
)
|
|
20,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(158,989
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,989
|
)
|
|||||||
Balance at March 28, 2020
|
$
|
125,424
|
|
|
$
|
1,145,744
|
|
|
$
|
(2,471,375
|
)
|
|
$
|
6,144,816
|
|
|
$
|
(349,484
|
)
|
|
$
|
54,484
|
|
|
$
|
4,649,609
|
|
|
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, 2018
|
$
|
125,424
|
|
|
$
|
1,135,934
|
|
|
$
|
(1,972,254
|
)
|
|
$
|
6,335,335
|
|
|
$
|
(299,449
|
)
|
|
$
|
51,376
|
|
|
$
|
5,376,366
|
|
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
140,735
|
|
|
—
|
|
|
1,679
|
|
|
142,414
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,182
|
|
|
(648
|
)
|
|
10,534
|
|
|||||||
Amortization of stock-based compensation
|
—
|
|
|
19,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,090
|
|
|||||||
Shares issued for stock-based compensation awards
|
—
|
|
|
(26,267
|
)
|
|
33,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,931
|
|
|||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(53,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,925
|
)
|
|||||||
Balance at March 30, 2019
|
$
|
125,424
|
|
|
$
|
1,128,757
|
|
|
$
|
(1,992,981
|
)
|
|
$
|
6,476,070
|
|
|
$
|
(288,267
|
)
|
|
$
|
52,407
|
|
|
$
|
5,501,410
|
|
|
|
Global
Components
|
|
Global ECS
|
|
Total
|
||||||
Balance as of December 31, 2019 (a)
|
|
$
|
883,496
|
|
|
$
|
1,177,826
|
|
|
$
|
2,061,322
|
|
Foreign currency translation adjustment
|
|
(2,418
|
)
|
|
(14,006
|
)
|
|
(16,424
|
)
|
|||
Balance as of March 28, 2020 (a)
|
|
$
|
881,078
|
|
|
$
|
1,163,820
|
|
|
$
|
2,044,898
|
|
(a)
|
The total carrying value of goodwill as of March 28, 2020 and December 31, 2019 in the table above is reflected net of $1,588,955 of accumulated impairment charges, of which $1,287,100 was recorded in the global components business segment and $301,855 was recorded in the global enterprise computing solutions ("ECS") business segment.
|
|
|
Weighted-Average Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Customer relationships
|
|
11 years
|
|
$
|
351,092
|
|
|
$
|
(153,741
|
)
|
|
$
|
197,351
|
|
Amortizable trade name
|
|
8 years
|
|
76,407
|
|
|
(12,803
|
)
|
|
63,604
|
|
|||
|
|
|
|
$
|
427,499
|
|
|
$
|
(166,544
|
)
|
|
$
|
260,955
|
|
|
|
Weighted-Average Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Customer relationships
|
|
12 years
|
|
$
|
354,305
|
|
|
$
|
(148,632
|
)
|
|
$
|
205,673
|
|
Amortizable trade name
|
|
8 years
|
|
76,407
|
|
|
(10,177
|
)
|
|
66,230
|
|
|||
|
|
|
|
$
|
430,712
|
|
|
$
|
(158,809
|
)
|
|
$
|
271,903
|
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Marubun/Arrow
|
|
$
|
71,646
|
|
|
$
|
76,574
|
|
Other
|
|
8,691
|
|
|
10,368
|
|
||
|
|
$
|
80,337
|
|
|
$
|
86,942
|
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Marubun/Arrow
|
|
$
|
445
|
|
|
$
|
1,226
|
|
Other
|
|
85
|
|
|
(2,693
|
)
|
||
|
|
$
|
530
|
|
|
$
|
(1,467
|
)
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Accounts receivable
|
|
$
|
7,930,947
|
|
|
$
|
8,552,120
|
|
Allowances for doubtful accounts
|
|
(113,928
|
)
|
|
(69,433
|
)
|
||
|
|
$
|
7,817,019
|
|
|
$
|
8,482,687
|
|
Balance at December 31, 2019
|
|
$
|
69,433
|
|
Effect of adoption of ASU No. 2016-13 (Note B)
|
|
47,011
|
|
|
Charged to income
|
|
12,539
|
|
|
Translation Adjustments
|
|
(1,869
|
)
|
|
Writeoffs
|
|
(13,186
|
)
|
|
Balance at March 28, 2020
|
|
$
|
113,928
|
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
6.00% notes, due April 2020
|
|
$
|
209,366
|
|
|
$
|
209,322
|
|
5.125% notes, due March 2021
|
|
130,727
|
|
|
—
|
|
||
Borrowings on lines of credit
|
|
—
|
|
|
60,000
|
|
||
Other short-term borrowings
|
|
37,084
|
|
|
62,109
|
|
||
|
|
$
|
377,177
|
|
|
$
|
331,431
|
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Revolving credit facility
|
|
$
|
122,500
|
|
|
$
|
10,000
|
|
North American Asset securitization program
|
|
—
|
|
|
400,000
|
|
||
5.125% notes, due 2021
|
|
—
|
|
|
130,691
|
|
||
3.50% notes, due 2022
|
|
348,292
|
|
|
348,088
|
|
||
4.50% notes, due 2023
|
|
298,284
|
|
|
298,148
|
|
||
3.25% notes, due 2024
|
|
495,289
|
|
|
495,045
|
|
||
4.00% notes, due 2025
|
|
346,523
|
|
|
346,368
|
|
||
7.50% senior debentures, due 2027
|
|
109,878
|
|
|
109,857
|
|
||
3.875% notes, due 2028
|
|
494,789
|
|
|
494,648
|
|
||
Other obligations with various interest rates and due dates
|
|
7,234
|
|
|
7,284
|
|
||
|
|
$
|
2,222,789
|
|
|
$
|
2,640,129
|
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
3.50% notes, due 2022
|
|
$
|
363,000
|
|
|
$
|
358,500
|
|
4.50% notes, due 2023
|
|
324,500
|
|
|
316,000
|
|
||
3.25% notes, due 2024
|
|
462,000
|
|
|
515,500
|
|
||
4.00% notes, due 2025
|
|
375,000
|
|
|
367,000
|
|
||
7.50% senior debentures, due 2027
|
|
125,500
|
|
|
135,000
|
|
||
3.875% notes, due 2028
|
|
496,000
|
|
|
516,500
|
|
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
|
|
$
|
18,169
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,169
|
|
Equity investments (b)
|
|
Other assets
|
|
32,888
|
|
|
—
|
|
|
—
|
|
|
32,888
|
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
—
|
|
|
(50,530
|
)
|
|
—
|
|
|
(50,530
|
)
|
||||
Foreign exchange contracts
|
|
Other current assets/
other assets
|
|
—
|
|
|
51,188
|
|
|
—
|
|
|
51,188
|
|
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
—
|
|
|
(7,398
|
)
|
|
—
|
|
|
(7,398
|
)
|
||||
|
|
|
|
$
|
51,057
|
|
|
$
|
(6,740
|
)
|
|
$
|
—
|
|
|
$
|
44,317
|
|
|
|
Balance Sheet
Location |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents (a)
|
|
Cash and cash equivalents/
other assets
|
|
$
|
18,579
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,579
|
|
Equity investments (b)
|
|
Other assets
|
|
44,677
|
|
|
—
|
|
|
—
|
|
|
44,677
|
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
—
|
|
|
(11,574
|
)
|
|
—
|
|
|
(11,574
|
)
|
||||
Foreign exchange contracts
|
|
Other current assets/
other assets
|
|
—
|
|
|
24,092
|
|
|
—
|
|
|
24,092
|
|
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
—
|
|
|
(2,132
|
)
|
|
—
|
|
|
(2,132
|
)
|
||||
|
|
|
|
$
|
63,256
|
|
|
$
|
10,386
|
|
|
$
|
—
|
|
|
$
|
73,642
|
|
(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. The company recorded an unrealized loss of $9,995 and an unrealized gain of $1,824 for the first quarter of 2020 and 2019, respectively, on equity securities held at the end of the quarter.
|
Maturity Date
|
|
Notional Amount
|
March 2023
|
|
EUR 50,000
|
September 2024
|
|
EUR 50,000
|
April 2025
|
|
EUR 100,000
|
January 2028
|
|
EUR 100,000
|
Total
|
|
EUR 300,000
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Gain (Loss) Recognized in Income
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
4,493
|
|
|
$
|
3,489
|
|
Interest rate swaps
|
|
(1,529
|
)
|
|
(319
|
)
|
||
Total
|
|
$
|
2,964
|
|
|
$
|
3,170
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
16,100
|
|
|
$
|
5,953
|
|
Interest rate swaps
|
|
(29,556
|
)
|
|
—
|
|
||
Total
|
|
$
|
(13,456
|
)
|
|
$
|
5,953
|
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Restructuring and integration charges - current period actions
|
|
$
|
3,705
|
|
|
$
|
3,007
|
|
Restructuring and integration charges (credits) - actions taken in prior periods
|
|
1,521
|
|
|
(61
|
)
|
||
Other charges
|
|
3,912
|
|
|
8,714
|
|
||
|
|
$
|
9,138
|
|
|
$
|
11,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
personnel charges for the first quarter of $2,439 related to the operating expense reduction program previously disclosed on July 15, 2019. The accrual related to the operating expense reduction program was $20,554 at March 28, 2020, and all accrued amounts are expected to be paid within five years.
|
•
|
acquisition-related charges for the first quarter of $1,022 related to professional and other fees directly related to recent acquisition activity as well as contingent consideration for acquisitions completed in prior years; and
|
•
|
$5,559 in charges related to relocation and other centralization efforts to maximize operating efficiencies.
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Net income attributable to shareholders
|
|
$
|
49,503
|
|
|
$
|
140,735
|
|
Weighted-average shares outstanding - basic
|
|
80,407
|
|
|
85,400
|
|
||
Net effect of various dilutive stock-based compensation awards
|
|
701
|
|
|
919
|
|
||
Weighted-average shares outstanding - diluted
|
|
$
|
81,108
|
|
|
$
|
86,319
|
|
Net income per share:
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.62
|
|
|
$
|
1.65
|
|
Diluted (a)
|
|
$
|
0.61
|
|
|
$
|
1.63
|
|
(a)
|
Stock-based compensation awards for the issuance of 1,307 and 903 shares for the first quarter of 2020 and 2019, respectively, were excluded from the computation of net income per share on a diluted basis as their effect was anti-dilutive.
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Foreign Currency Translation Adjustment and Other:
|
|
|
|
|
||||
Other comprehensive gain (loss) before reclassifications (a)
|
|
$
|
(77,207
|
)
|
|
$
|
5,276
|
|
Amounts reclassified into income
|
|
106
|
|
|
(186
|
)
|
||
Unrealized Gain (Loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:
|
|
|
|
|
||||
Other comprehensive income before reclassifications
|
|
17,647
|
|
|
6,592
|
|
||
Amounts reclassified into income
|
|
(1,670
|
)
|
|
(1,059
|
)
|
||
Unrealized Gain (Loss) on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
|
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
|
(29,556
|
)
|
|
—
|
|
||
Amounts reclassified into income
|
|
1,159
|
|
|
240
|
|
||
Employee Benefit Plan Items, Net:
|
|
|
|
|
||||
Amounts reclassified into income
|
|
2,248
|
|
|
319
|
|
||
Net change in Accumulated other comprehensive income (loss)
|
|
$
|
(87,273
|
)
|
|
$
|
11,182
|
|
(a)
|
Includes intra-entity foreign currency transactions that are of a long-term investment nature of $9,317 and $9,859 for the first quarter of 2020 and 2019, respectively.
|
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
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
December 2018
|
|
600,000
|
|
|
411,574
|
|
|
188,426
|
|
|||
Total
|
|
$
|
1,000,000
|
|
|
$
|
811,574
|
|
|
$
|
188,426
|
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Components:
|
|
|
|
|
||||
Americas
|
|
$
|
1,552,798
|
|
|
$
|
1,907,029
|
|
EMEA (a)
|
|
1,309,990
|
|
|
1,503,366
|
|
||
Asia/Pacific
|
|
1,687,813
|
|
|
1,781,532
|
|
||
Global components
|
|
$
|
4,550,601
|
|
|
$
|
5,191,927
|
|
|
|
|
|
|
||||
ECS:
|
|
|
|
|
||||
Americas
|
|
$
|
1,128,688
|
|
|
$
|
1,200,907
|
|
EMEA (a)
|
|
702,128
|
|
|
763,157
|
|
||
Global ECS
|
|
$
|
1,830,816
|
|
|
$
|
1,964,064
|
|
Consolidated (b)
|
|
$
|
6,381,417
|
|
|
$
|
7,155,991
|
|
(a)
|
Defined as Europe, the Middle East, and Africa.
|
(b)
|
Includes sales related to the United States of $2,412,087 and $2,782,035 for the first quarter of 2020 and 2019, respectively.
|
|
|
Quarter Ended
|
||||||
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Operating income (loss):
|
|
|
|
|
|
|
||
Global components
|
|
$
|
164,767
|
|
|
$
|
234,532
|
|
Global ECS (d)
|
|
42,433
|
|
|
86,718
|
|
||
Corporate (c)
|
|
(68,896
|
)
|
|
(75,690
|
)
|
||
Consolidated
|
|
$
|
138,304
|
|
|
$
|
245,560
|
|
(c)
|
Includes restructuring, integration, and other charges of $9,138 and $11,660 for the first quarter of 2020 and 2019, respectively. Also included in the first quarter of 2019 was a net loss on disposition of businesses of $866.
|
(d)
|
Includes reserves and other adjustments of approximately $29,858 primarily related to foreign tax and other loss contingencies for the first quarter of 2020. These reserves are principally associated with transactional taxes on activity from several prior years, not significant to any one year.
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Global components
|
|
$
|
10,157,804
|
|
|
$
|
10,253,006
|
|
Global ECS
|
|
4,577,125
|
|
|
5,479,919
|
|
||
Corporate
|
|
656,531
|
|
|
667,871
|
|
||
Consolidated
|
|
$
|
15,391,460
|
|
|
$
|
16,400,796
|
|
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Americas (e)
|
|
$
|
582,770
|
|
|
$
|
594,357
|
|
EMEA
|
|
167,223
|
|
|
157,550
|
|
||
Asia/Pacific
|
|
53,429
|
|
|
51,203
|
|
||
Consolidated
|
|
$
|
803,422
|
|
|
$
|
803,110
|
|
(e)
|
Includes net property, plant, and equipment related to the United States of $580,429 and $591,818 at March 28, 2020 and December 31, 2019, respectively.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
restructuring, integration, and other charges (excluding the impact of wind down) of $9.1 million in 2020 and $11.1 million in 2019;
|
•
|
identifiable intangible asset amortization (excluding the impact of wind down) of $10.0 million in 2020 and $9.1 million in 2019;
|
•
|
losses from wind down of business of $10.3 million in 2019;
|
•
|
AFS notes receivable recoveries of $0.9 million in 2020;
|
•
|
tax expense related to legislation changes of $3.6 million in 2020 and $3.5 million in 2019;
|
•
|
net loss on investments of $16.8 million in 2020 and net gain on investments of $5.3 million in 2019; and
|
•
|
loss on disposition of businesses, net, of $0.9 million in 2019.
|
•
|
Sales, gross profit, and operating expenses as adjusted for the impact of changes in foreign currencies (referred to as "changes in foreign currencies") by re-translating prior period results at current period foreign exchange rates, 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 "dispositions"), the impact of the company’s personal computer and mobility asset disposition business (referred to as "wind down"), the impact of inventory write-downs related to the digital business (referred to as “digital inventory write-downs and recoveries”), and the impact of the notes receivable reserves and inventory write-downs related to the AFS business (referred to as “AFS notes receivable reserves and recoveries” and “AFS inventory write-downs and recoveries,” respectively).
|
•
|
Operating income as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, and loss on disposition of businesses, net, AFS notes receivable reserves and credits and inventory write-downs and recoveries, digital inventory write-downs and recoveries, and the impact of wind down.
|
•
|
Net income attributable to shareholders as adjusted to exclude identifiable intangible asset amortization, restructuring, integration, and other charges, and loss on disposition of businesses, net, AFS notes receivable reserves and credits and inventory write-downs and recoveries, digital inventory write-downs and recoveries, net gains and losses on investments, certain tax adjustments, and the impact of wind down.
|
|
Quarter Ended
|
|
|
||||||
|
March 28,
2020 |
|
March 30,
2019 |
|
%
Change
|
||||
Consolidated sales, as reported*
|
$
|
6,381
|
|
|
$
|
7,156
|
|
|
(10.8)%
|
Impact of changes in foreign currencies
|
—
|
|
|
(42
|
)
|
|
|
||
Impact of dispositions and wind down
|
—
|
|
|
(94
|
)
|
|
|
||
Consolidated sales, as adjusted*
|
$
|
6,381
|
|
|
$
|
7,020
|
|
|
(9.1)%
|
|
|
|
|
|
|
||||
Global components sales, as reported
|
$
|
4,551
|
|
|
$
|
5,192
|
|
|
(12.4)%
|
Impact of changes in foreign currencies
|
—
|
|
|
(30
|
)
|
|
|
||
Impact of wind down
|
—
|
|
|
(83
|
)
|
|
|
||
Global components sales, as adjusted
|
$
|
4,551
|
|
|
$
|
5,079
|
|
|
(10.4)%
|
|
|
|
|
|
|
||||
Global ECS sales, as reported
|
$
|
1,831
|
|
|
$
|
1,964
|
|
|
(6.8)%
|
Impact of changes in foreign currencies
|
—
|
|
|
(12
|
)
|
|
|
||
Impact of dispositions
|
—
|
|
|
(11
|
)
|
|
|
||
Global ECS sales, as adjusted
|
$
|
1,831
|
|
|
$
|
1,941
|
|
|
(5.7)%
|
|
Quarter Ended
|
|
|
||||||
|
March 28,
2020 |
|
March 30,
2019 |
|
% Change
|
||||
Consolidated gross profit, as reported
|
$
|
728
|
|
|
$
|
862
|
|
|
(15.5)%
|
Impact of changes in foreign currencies
|
—
|
|
|
(6
|
)
|
|
|
||
Impact of dispositions and wind down
|
—
|
|
|
(9
|
)
|
|
|
||
Consolidated gross profit, as adjusted*
|
$
|
728
|
|
|
$
|
846
|
|
|
(13.9)%
|
Consolidated gross profit as a percentage of sales, as reported
|
11.4
|
%
|
|
12.0
|
%
|
|
(60) bps
|
||
Consolidated gross profit as a percentage of sales, as adjusted
|
11.4
|
%
|
|
12.1
|
%
|
|
(70) bps
|
|
Quarter Ended
|
|
|
||||||
|
March 28,
2020 |
|
March 30,
2019 |
|
%
Change
|
||||
Selling, general, and administrative expenses, as reported
|
$
|
534
|
|
|
$
|
556
|
|
|
(4.0)%
|
Depreciation and amortization, as reported
|
47
|
|
|
48
|
|
|
(0.9)%
|
||
Operating expenses, as reported
|
$
|
581
|
|
|
$
|
604
|
|
|
(3.8)%
|
Impact of changes in foreign currencies
|
—
|
|
|
(4
|
)
|
|
|
||
Impact of dispositions and wind down
|
—
|
|
|
(19
|
)
|
|
|
||
AFS notes receivable recoveries
|
1
|
|
|
—
|
|
|
|
||
Operating expenses, as adjusted
|
$
|
582
|
|
|
$
|
581
|
|
|
flat
|
Operating expenses as a percentage of sales, as reported
|
9.1
|
%
|
|
8.4
|
%
|
|
70 bps
|
||
Operating expenses as a percentage of sales, as adjusted
|
9.1
|
%
|
|
8.3
|
%
|
|
80 bps
|
|
Quarter Ended
|
|
|
||||||
|
March 28,
2020 |
|
March 30,
2019 |
|
%
Change
|
||||
Consolidated operating income, as reported
|
$
|
138
|
|
|
$
|
246
|
|
|
(43.7)%
|
Identifiable intangible asset amortization*
|
10
|
|
|
9
|
|
|
|
||
Restructuring, integration, and other charges*
|
9
|
|
|
11
|
|
|
|
||
Loss on disposition of businesses, net
|
—
|
|
|
1
|
|
|
|
||
AFS notes receivable credits
|
(1
|
)
|
|
—
|
|
|
|
||
Impact of wind down*
|
—
|
|
|
10
|
|
|
|
||
Consolidated operating income, as adjusted
|
$
|
156
|
|
|
$
|
277
|
|
|
(43.5)%
|
Consolidated operating income as a percentage of sales, as reported
|
2.2
|
%
|
|
3.4
|
%
|
|
(120) bps
|
||
Consolidated operating income, as adjusted, as a percentage of sales, as reported, excluding wind down
|
2.5
|
%
|
|
3.9
|
%
|
|
(140) bps
|
|
Quarter Ended
|
||||||
|
March 28,
2020 |
|
March 30,
2019 |
||||
Net income attributable to shareholders, as reported
|
$
|
50
|
|
|
$
|
141
|
|
Identifiable intangible asset amortization**
|
10
|
|
|
9
|
|
||
Restructuring, integration, and other charges**
|
9
|
|
|
11
|
|
||
Loss on disposition of businesses, net
|
—
|
|
|
1
|
|
||
(Gain) loss on investments, net
|
17
|
|
|
(5
|
)
|
||
AFS notes receivable credits
|
(1
|
)
|
|
—
|
|
||
Impact of wind down**
|
—
|
|
|
10
|
|
||
Tax effect of adjustments above
|
(9
|
)
|
|
(6
|
)
|
||
Impact of tax legislation changes
|
4
|
|
|
4
|
|
||
Net income attributable to shareholders, as adjusted*
|
$
|
79
|
|
|
$
|
164
|
|
•
|
During the first quarter of 2020, the company entered into an EMEA asset securitization program under which it will continuously sell its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region, at a discount, to a special purpose entity, which in turn sells certain of the receivables to an unaffiliated financial institution and a conduit administered by an unaffiliated financial institution on a monthly basis. The company may sell up to €400.0 million under the EMEA asset securitization program, which matures in January 2023. The company continues servicing the receivables sold and in exchange receives a servicing fee under the program. During the first quarter of 2020, the company sold approximately €488.7 million, or $528.5 million, of accounts receivable under the EMEA securitization program. Total collateralized accounts receivable of approximately €155.2 million, or $171.0 million, were held by Arrow EMEA Funding Corp B.V. at March 28, 2020 (see Note F).
|
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
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
December 2018
|
|
600,000
|
|
|
411,574
|
|
|
188,426
|
|
|||
Total
|
|
$
|
1,000,000
|
|
|
$
|
811,574
|
|
|
$
|
188,426
|
|
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
|
||||||
January 1 through January 25, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
338,537
|
|
January 26 through February 22, 2020
|
|
707,028
|
|
|
79.04
|
|
|
596,582
|
|
|
291,427
|
|
||
February 23 through March 28, 2020
|
|
1,631,496
|
|
|
63.20
|
|
|
1,629,542
|
|
|
188,426
|
|
||
Total
|
|
2,338,524
|
|
|
|
|
|
2,226,124
|
|
|
|
|
(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 March 28, 2020 is 112,400 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.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:
|
May 6, 2020
|
|
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:
|
May 6, 2020
|
|
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:
|
May 6, 2020
|
|
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:
|
May 6, 2020
|
|
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:
|
May 6, 2020
|
|
By:
|
/s/ Chris D. Stansbury
|
|
|
|
|
Chris D. Stansbury
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|