8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2016

ARROW ELECTRONICS, INC.(Exact Name of Registrant as Specified in Its Charter)

NEW YORK	1-4482	11-1806155
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9201 EAST DRY CREEK ROAD, CENTENNIAL, COLORADO 80112

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (303) 824-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 4, 2016, the Registrant issued a press release announcing its fourth quarter 2015 earnings. A copy of the press release is attached hereto as an Exhibit (99.1).

On February 4, 2016, the Registrant also issued a press release containing a Fourth Quarter 2015 CFO commentary related to its fourth quarter 2015 earnings. A copy of that press release is attached hereto as an Exhibit (99.2).

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(c)	EXHIBITS
	99.1    Earnings press release dated February 4, 2016.
	99.2    CFO commentary press release dated February 4, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARROW ELECTRONICS, INC.
Date: February 4, 2016	By:	/s/ Gregory Tarpinian
	Name:	Gregory Tarpinian
	Title:	Senior Vice President

EXHIBIT INDEX

Exhibit	Description
99.1	Earnings press release issued by Arrow Electronics, Inc., dated February 4, 2016.
99.2	CFO commentary press release issued by Arrow Electronics, Inc., dated February 4, 2016.

EX-99.1

Exhibit 99.1

Arrow Electronics Reports Fourth-Quarter 2015 Non-GAAP Earnings Per Share of $1.94

-- Full-Year 2015 Non-GAAP Earnings Per Share of $6.19 ---- Full-Year 2015 Cash Flow from Operations of $655 Million --

CENTENNIAL, Colo.--(BUSINESS WIRE)--February 4, 2016--Arrow Electronics, Inc. (NYSE:ARW) today reported fourth-quarter 2015 net income of $158.5 million, or $1.69 per share on a diluted basis, compared with net income of $116.2 million, or $1.18 per share on a diluted basis, in the fourth quarter of 2014. Excluding certain items¹, net income would have been $182.1 million, or $1.94 per share on a diluted basis, in the fourth quarter of 2015, compared with net income of $184.4 million, or $1.88 per share on a diluted basis, in the fourth quarter of 2014. Fourth-quarter sales of $6.75 billion increased 6 percent from sales of $6.4 billion in the prior year. Fourth-quarter sales, adjusted for the impact of acquisitions and changes in foreign currencies, increased 4 percent year over year. In the fourth quarter of 2015, changes in foreign currencies had negative impacts on growth of approximately $270 million on sales and $.11 or 6 percent on earnings per share on a diluted basis compared to the fourth quarter of 2014.

“Our strong execution during the fourth quarter drove record results. Both our global components and enterprise computing solutions businesses produced sales that were above the high end of our expectations resulting in earnings per share of $1.94 that was also above the high end of what we had anticipated,” said Michael J. Long, chairman, president, and chief executive officer. “We continue to differentiate our businesses with our focus on design and value-added services for global components, and our solution-selling approach for enterprise computing solutions.”

Global components fourth-quarter sales of $3.67 billion grew 2 percent year over year. Fourth-quarter sales, as adjusted, were flat year over year. Americas components sales declined 4 percent year over year. Europe components sales grew 8 percent year over year. Sales in the region, as adjusted, grew 12 percent year over year. Asia-Pacific components sales grew 6 percent year over year. Sales in the region, as adjusted, declined 4 percent year over year.

Global enterprise computing solutions fourth-quarter sales of $3.08 billion grew 10 percent year over year. Americas sales grew 11 percent year over year. Sales in the region, as adjusted, grew 5 percent year over year. Europe sales grew 7 percent year over year. Sales in the region, as adjusted, grew 22 percent year over year. “Enterprise computing solutions posted record fourth-quarter sales and operating income, and our software sales continued to contribute a greater percentage of our product mix,” added Mr. Long.

1 A reconciliation of non-GAAP adjusted financial measures, including sales, as adjusted, operating income, as adjusted, net income attributable to shareholders, as adjusted, and net income per share, as adjusted, to GAAP financial measures is presented in the reconciliation tables included herein.

FULL-YEAR RESULTS

Arrow’s net income for 2015 was $497.7 million, or $5.20 per share on a diluted basis, compared with net income of $498 million, or $4.98 per share on a diluted basis, in 2014. Excluding certain items¹, net income would have been $592.3 million, or $6.19 per share on a diluted basis, in 2015, compared with net income of $593 million, or $5.93 per share on a diluted basis, in 2014. 2015 sales of $23.28 billion increased 2 percent from sales of $22.77 billion in 2014. Sales, adjusted for acquisitions and changes in foreign currencies, increased 3 percent year over year. In 2015, changes in foreign currencies had negative impacts on growth of approximately $1.22 billion on sales and $.38 or 6 percent on earnings per share on a diluted basis compared to 2014.

“We delivered excellent growth in 2015 despite the challenging economic environment, with sales, as adjusted, up 3 percent year over year, and diluted earnings per share of $6.19 up 11 percent year over year adjusted for changes in foreign currencies,” said Mr. Long.

“Cash flow from operations was $655 million in 2015 as we continue to exceed our cash flow target,” said Paul J. Reilly, executive vice president, finance and operations, and chief financial officer. “The strong management of our balance sheet and cash flow provided the opportunity for Arrow to reduce leverage during the fourth quarter, and return approximately $341 million to shareholders through our stock repurchase program in 2015.”

GUIDANCE

“As we look to the first quarter, we believe that total sales will be between $5.25 billion and $5.65 billion, with global components sales between $3.55 billion and $3.75 billion, and global enterprise computing solutions sales between $1.7 billion and $1.9 billion. As a result of this outlook, we expect earnings per share on a diluted basis, excluding any charges, to be in the range of $1.34 to $1.46 per share. Our guidance assumes an average tax rate in the range of 27 to 29 percent and average diluted shares outstanding are expected to be 93 million. We are expecting the average USD-to-Euro exchange rate for the first quarter to be approximately $1.10 to €1,” said Mr. Reilly.

As disclosed today in a Form 8-K filed with the Securities and Exchange Commission, on January 22, Arrow determined that it had been the target of a criminal fraud by persons impersonating a company executive, which resulted in unauthorized transfers of cash from a Company account to outside bank accounts in Asia. Investigation and legal action by the Company and law enforcement are ongoing and the results of, and timing to conclude, these investigations are uncertain. The Company expects to record a one-time charge of $13 million in the first quarter of 2016. To date, the findings of our ongoing investigation indicate that this is an isolated event not associated with a security breach or loss of data.

Please refer to the CFO commentary, which can be found at investor.arrow.com, as a supplement to the company’s earnings release.

Arrow Electronics (www.arrow.com) is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 100,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 460 locations serving over 85 countries.

Information Relating to Forward-Looking Statements

This press release includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global enterprise computing solutions markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, risks related to the integration of acquired businesses, changes in legal and regulatory matters, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.

For a further discussion of factors to consider in connection with these forward-looking statements, investors should refer to Item 1A Risk Factors of the company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), the company also provides certain non-GAAP financial information relating to sales, operating income, net income attributable to shareholders, and net income per basic and diluted share. The company provides sales on a non-GAAP basis adjusted for the impact of changes in foreign currencies and 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"). Operating income, net income attributable to shareholders, and net income per basic and diluted share are adjusted for certain charges, credits, gains, and losses that the company believes impact the comparability of its results of operations. These charges, credits, gains, and losses arise out of the company’s efficiency enhancement initiatives, acquisitions (including intangible assets amortization expense), loss on prepayment of debt, and (gain)/loss on investments. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the tables below.

The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers these items referred to above to be outside the company’s core operating results. This non-GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation.

The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, sales, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data)
	Quarter Ended December 31,				Year Ended December 31,
	2015		2014		2015		2014
Sales	$	6,751,342	$	6,396,879	$	23,282,020	$	22,768,674
Costs and expenses:
Cost of sales		5,912,376		5,581,020		20,246,770		19,772,779
Selling, general, and administrative expenses		529,089		506,074		1,986,249		1,959,749
Depreciation and amortization		37,900		40,693		155,754		156,048
Restructuring, integration, and other charges		17,666		14,660		68,765		39,841
Trade name impairment charge		-		78,000		-		78,000
		6,497,031		6,220,447		22,457,538		22,006,417
Operating income		254,311		176,432		824,482		762,257
Equity in earnings of affiliated companies		2,147		2,528		7,037		7,318
Gain on sale of investment		-		-		2,008		29,743
Loss on prepayment of debt		-		-		2,943		-
Interest and other financing expense, net		34,442		29,906		135,401		115,985
Other Expense		1,500		-		3,000		-
Income before income taxes		220,516		149,054		692,183		683,333
Provision for income taxes		61,108		32,768		191,697		184,943
Consolidated net income		159,408		116,286		500,486		498,390
Noncontrolling interests		916		109		2,760		345
Net income attributable to shareholders	$	158,492	$	116,177	$	497,726	$	498,045
Net income per share:
Basic	$	1.71	$	1.20	$	5.26	$	5.05
Diluted	$	1.69	$	1.18	$	5.20	$	4.98
Weighted average shares outstanding:
Basic		92,731		96,794		94,608		98,675
Diluted		94,039		98,102		95,686		99,947

ARROW ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands except par value)
	December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	273,090		$	400,355
Accounts receivable, net		6,161,418			6,043,850
Inventories		2,466,490			2,335,257
Other current assets		285,473			253,145
Total current assets		9,186,471			9,032,607
Property, plant, and equipment, at cost:
Land		23,547			23,770
Buildings and improvements		162,011			144,530
Machinery and equipment		1,250,115			1,146,045
		1,435,673			1,314,345
Less: Accumulated depreciation and amortization		(735,495	)		(678,046	)
Property, plant, and equipment, net		700,178			636,299
Investments in affiliated companies		73,376			69,124
Intangible assets, net		389,326			335,711
Cost in excess of net assets of companies acquired		2,368,832			2,069,209
Other assets		303,747			292,351
Total assets	$	13,021,930		$	12,435,301
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	5,192,665		$	5,027,103
Accrued expenses		819,463			797,464
Short-term borrowings, including current portion of long-term debt		44,024			13,454
Total current liabilities		6,056,152			5,838,021
Long-term debt		2,380,575			2,067,898
Other liabilities		390,392			370,471
Equity:
Shareholders' equity:
Common stock, par value $1:
Authorized – 160,000 shares in both 2015 and 2014
Issued – 125,424 shares in both 2015 and 2014		125,424			125,424
Capital in excess of par value		1,107,314			1,086,082
Treasury stock (34,501 and 29,529 shares in 2015 and 2014, respectively), at cost		(1,480,069	)		(1,169,673	)
Retained earnings		4,674,480			4,176,754
Accumulated other comprehensive loss		(284,706	)		(64,617	)
Total shareholders' equity		4,142,443			4,153,970
Noncontrolling interests		52,368			4,941
Total equity		4,194,811			4,158,911
Total liabilities and equity	$	13,021,930		$	12,435,301

ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	Quarter Ended December 31,
	2015			2014
Cash flows from operating activities:
Consolidated net income	$	159,408		$	116,286
Adjustments to reconcile consolidated net income to net cash used for operations:
Depreciation and amortization		37,900			40,693
Amortization of stock-based compensation		13,491			10,647
Equity in earnings of affiliated companies		(2,147	)		(2,528	)
Deferred income taxes		(21,048	)		(37,112	)
Restructuring, integration, and other charges		13,199			11,222
Trade name impairment charge		-			78,000
Excess tax benefits from stock-based compensation arrangements		(48	)		(152	)
Other		2,837			657
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable		(1,125,272	)		(1,078,058	)
Inventories		2,100			(112,860	)
Accounts payable		1,352,100			1,260,888
Accrued expenses		115,668			162,561
Other assets and liabilities		(4,053	)		6,809
Net cash provided by operating activities		544,135			457,053
Cash flows from investing activities:
Cash consideration paid for acquired businesses		(1,821	)		(33,359	)
Acquisition of property, plant, and equipment		(41,744	)		(34,624	)
Proceeds from sale of facilities		3,496			-
Net cash used for investing activities		(40,069	)		(67,983	)
Cash flows from financing activities:
Change in short-term and other borrowings		(42,576	)		(3,298	)
Proceeds from (repayment of)long-term bank borrowings, net		(366,700	)		(134,800	)
Proceeds from exercise of stock options		178			775
Excess tax benefits from stock-based compensation arrangements		48			152
Repurchases of common stock		(149,833	)		(115,352	)
Other		(1,937	)		(1,499	)
Net cash used for financing activities		(560,820	)		(254,022	)
Effect of exchange rate changes on cash		(6,900	)		7,074
Net increase (decrease) in cash and cash equivalents		(63,654	)		142,122
Cash and cash equivalents at beginning of period		336,744			258,233
Cash and cash equivalents at end of period	$	273,090		$	400,355

ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
	Year Ended December 31,
		2015			2014
Cash flows from operating activities:
Consolidated net income	$	500,486		$	498,390
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization		155,754			156,048
Amortization of stock-based compensation		47,274			41,930
Equity in earnings of affiliated companies		(7,037	)		(7,318	)
Deferred income taxes		5,833			(25,744	)
Restructuring, integration, and other charges		51,305			29,324
Trade name impairment charge		-			78,000
Gain on sale of investment		(2,008	)		(18,269	)
Excess tax benefits from stock-based compensation arrangements		(5,911	)		(7,129	)
Other		10,894			2,686
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable		(68,990	)		(521,613	)
Inventories		(42,790	)		(210,789	)
Accounts payable		33,398			628,697
Accrued expenses		4,834			12,396
Other assets and liabilities		(27,963	)		16,692
Net cash provided by operating activities		655,079			673,301
Cash flows from investing activities:
Cash consideration paid for acquired businesses		(514,731	)		(162,881	)
Acquisition of property, plant, and equipment		(154,800	)		(122,505	)
Proceeds from sale of facilities		3,496			-
Proceeds from sale of investment		2,008			40,542
Net cash used for investing activities		(664,027	)		(244,844	)
Cash flows from financing activities:
Change in short-term and other borrowings		(46,645	)		(12,541	)
Proceeds from (repayment of) long-term bank borrowings, net		(128,000	)		(145,000	)
Net proceeds from note offering		688,162			-
Redemption of notes		(254,313	)		-
Proceeds from exercise of stock options		14,900			21,788
Excess tax benefits from stock-based compensation arrangements		5,911			7,129
Repurchases of common stock		(356,434	)		(304,763	)
Other		(7,768	)		(1,499	)
Net cash used for financing activities		(84,187	)		(434,886	)
Effect of exchange rate changes on cash		(34,130	)		16,182
Net increase (decrease) in cash and cash equivalents		(127,265	)		9,753
Cash and cash equivalents at beginning of year		400,355			390,602
Cash and cash equivalents at end of year	$	273,090		$	400,355

ARROW ELECTRONICS, INC. NON-GAAP SALES RECONCILIATION (In thousands) (Unaudited)
	Quarter Ended December 31,
	2015		2014			% Change
Consolidated sales, as reported	$	6,751,342	$	6,396,879		5.5	%
Impact of changes in foreign currencies		-		(283,102	)
Impact of acquisitions		143		359,241
Consolidated sales, as adjusted	$	6,751,485	$	6,473,018		4.3	%
Global components sales, as reported	$	3,668,804	$	3,591,212		2.2	%
Impact of changes in foreign currencies		-		(132,631	)
Impact of acquisitions		143		213,732
Global components sales, as adjusted	$	3,668,947	$	3,672,313		(0.1	%)
Europe components sales, as reported	$	972,125	$	896,334		8.5	%
Impact of changes in foreign currencies		-		(114,518	)
Impact of acquisitions		143		85,152
Europe components sales, as adjusted	$	972,268	$	866,968		12.1	%
Asia components sales, as reported	$	1,215,242	$	1,151,852		5.5	%
Impact of changes in foreign currencies		-		(13,492	)
Impact of acquisitions		-		123,001
Asia components sales, as adjusted	$	1,215,242	$	1,261,361		(3.7	%)
Global ECS sales, as reported	$	3,082,538	$	2,805,667		9.9	%
Impact of changes in foreign currencies		-		(150,471	)
Impact of acquisitions		-		145,509
Global ECS sales, as adjusted	$	3,082,538	$	2,800,705		10.1	%
Europe ECS sales, as reported	$	1,054,926	$	983,620		7.2	%
Impact of changes in foreign currencies		-		(120,591	)
Impact of acquisitions		-		-
Europe ECS sales, as adjusted	$	1,054,926	$	863,029		22.2	%
Americas ECS sales, as reported	$	2,027,612	$	1,822,047		11.3	%
Impact of changes in foreign currencies		-		(29,880	)
Impact of acquisitions		-		145,509
Americas ECS sales, as adjusted	$	2,027,612	$	1,937,676		4.6	%

ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
	Year Ended December 31,
	2015		2014			% Change
Consolidated sales, as reported	$	23,282,020	$	22,768,674		2.3	%
Impact of changes in foreign currencies		-		(1,315,027	)
Impact of acquisitions		402,726		1,572,987
Consolidated sales, as adjusted	$	23,684,746	$	23,026,634		2.9	%
Global components sales, as reported	$	14,405,793	$	14,313,026		0.6	%
Impact of changes in foreign currencies		-		(737,358	)
Impact of acquisitions		319,725		968,016
Global components sales, as adjusted	$	14,725,518	$	14,543,684		1.3	%
Europe components sales, as reported	$	3,874,744	$	3,819,427		1.5	%
Impact of changes in foreign currencies		-		(660,290	)
Impact of acquisitions		104,634		382,318
Europe components sales, as adjusted	$	3,979,378	$	3,541,455		12.4	%
Asia components sales, as reported	$	4,720,210	$	4,564,293		3.4	%
Impact of changes in foreign currencies		-		(60,840	)
Impact of acquisitions		211,745		500,494
Asia components sales, as adjusted	$	4,931,955	$	5,003,947		(1.4	%)
Global ECS sales, as reported	$	8,876,227	$	8,455,648		5.0	%
Impact of changes in foreign currencies		-		(577,670	)
Impact of acquisitions		83,001		604,971
Global ECS sales, as adjusted	$	8,959,228	$	8,482,949		5.6	%
Europe ECS sales, as reported	$	2,913,995	$	3,044,677		(4.3	%)
Impact of changes in foreign currencies		-		(491,623	)
Impact of acquisitions		-		-
Europe ECS sales, as adjusted	$	2,913,995	$	2,553,054		14.1	%
Americas ECS sales, as reported	$	5,962,232	$	5,410,971		10.2	%
Impact of changes in foreign currencies		-		(86,046	)
Impact of acquisitions		83,001		604,971
Americas ECS sales, as adjusted	$	6,045,233	$	5,929,896		2.0	%

ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
	Quarter Ended December 31,				Year Ended December 31,
	2015		2014		2015		2014
Operating income, as reported	$	254,311	$	176,432	$	824,482	$	762,257
Intangible assets amortization expense		11,743		11,138		51,036		44,063
Restructuring, integration, and other charges		17,666		14,660		68,765		39,841
Trade name impairment charge		-		78,000		-		78,000
Operating income, as adjusted	$	283,720	$	280,230	$	944,283	$	924,161
Net income attributable to shareholders, as reported	$	158,492	$	116,177	$	497,726	$	498,045
Intangible assets amortization expense		9,537		9,105		41,256		35,965
Restructuring, integration, and other charges		13,199		11,222		51,304		29,324
Trade name impairment charge		-		47,911		-		47,911
Loss on prepayment of debt		-		-		1,808		-
(Gain)/loss on investments		921		-		175		(18,269	)
Net income attributable to shareholders, as adjusted	$	182,149	$	184,415	$	592,269	$	592,976
Net income per basic share, as reported	$	1.71	$	1.20	$	5.26	$	5.05
Intangible assets amortization expense		0.10		0.09		0.44		0.36
Restructuring, integration, and other charges		0.14		0.12		0.54		0.30
Trade name impairment charge		-		0.49		-		0.49
Loss on prepayment of debt		-		-		0.02		-
(Gain)/loss on investments		0.01		-		0.00		(0.19	)
Net income per basic share, as adjusted	$	1.96	$	1.91	$	6.26	$	6.01
Net income per diluted share, as reported	$	1.69	$	1.18	$	5.20	$	4.98
Intangible assets amortization expense		0.10		0.09		0.43		0.36
Restructuring, integration, and other charges		0.14		0.11		0.54		0.29
Trade name impairment charge		-		0.49		-		0.48
Loss on prepayment of debt		-		-		0.02		-
(Gain)/loss on investments		0.01		-		0.00		(0.18	)
Net income per diluted share, as adjusted	$	1.94	$	1.88	$	6.19	$	5.93

The sum of the components for basic and diluted net income per share, as adjusted, may not agree to totals, as presented, due to rounding.

ARROW ELECTRONICS, INC. SEGMENT INFORMATION (In thousands) (Unaudited)
	Quarter Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
Sales:
Global components	$	3,668,804		$	3,591,212		$	14,405,793		$	14,313,026
Global ECS		3,082,538			2,805,667			8,876,227			8,455,648
Consolidated	$	6,751,342		$	6,396,879		$	23,282,020		$	22,768,674
Operating income (loss):
Global components	$	149,940		$	153,753		$	649,396		$	653,992
Global ECS		173,919			160,251			424,063			389,571
Corporate (a)		(69,548	)		(137,572	)		(248,977	)		(281,306	)
Consolidated	$	254,311		$	176,432		$	824,482		$	762,257

(a) Includes restructuring, integration, and other charges of $17.7 million and $68.8 million for the fourth quarter and Year Ended 2015 and $14.7 million and $39.8 million for the fourth quarter and Year Ended 2014, respectively.

NON-GAAP SEGMENT RECONCILIATION
	Quarter Ended December 31,				Year Ended December 31,
	2015		2014		2015		2014
Global components operating income, as reported	$	149,940	$	153,753	$	649,396	$	653,992
Intangible assets amortization expense		6,657		5,463		27,125		21,962
Global components operating income, as adjusted	$	156,597	$	159,216	$	676,521	$	675,954
Global ECS operating income, as reported	$	173,919	$	160,251	$	424,063	$	389,571
Intangible assets amortization expense		5,086		5,675		23,911		22,101
Global ECS operating income, as adjusted	$	179,005	$	165,926	$	447,974	$	411,672

CONTACT:
Arrow Electronics, Inc.
Contact:
Steven O’Brien, 303-824-4544
Director, Investor Relations
or
Paul J. Reilly, 631-847-1872
Executive Vice President, Finance and Operations, and
Chief Financial Officer
or
Media Contact:
John Hourigan, 303-824-4586
Vice President, Global Communications

EX-99.2

Exhibit 99.2

CFO Commentary As reflected in our earnings release, there are a number of items that impact the comparability of our results with those in the trailing quarter and prior quarter of last year. Any discussion of our results will exclude these items to give you a better sense of our operating results. As always, the operating information we provide to you should be used as a complement to GAAP numbers. For a complete reconciliation between our GAAP and non-GAAP results, please refer to our earnings release and the earnings reconciliation found at the end of this document. The following reported and adjusted information included in this CFO commentary is unaudited and should be read in conjunction with the company’s 2015 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. 2015 Non-GAAP earnings per share of $6.19 grew 11% Y/Y adjusted for changes in foreign currencies. ARROW Fourth-Quarter 2015 Five Years Out investor.arrow.com

Five Years Out investor.arrow.com Fourth-Quarter 2015 CFO Commentary Fourth-Quarter Summary We delivered record fourth-quarter results, completing a year of exceptional performance in 2015. We executed well on our organic strategic initiatives, continued to deliver best-in-class financial performance, and returned substantial capital to our shareholders. Fourth-quarter results were above our expectations. The performance by our Europe and Asia components and our enterprise computing solutions businesses was better than our expectations. Our Americas components business was in-line with our expectations. Fourth-quarter sales were $6.75 billion advancing 6% year over year. Sales, adjusted for the impact of acquisitions and changes in foreign currencies, grew 4% year over year. Operating income was $284 million, a 7% increase year over year adjusted for changes in foreign currencies. Operating margin was 4.2%. Full-year 2015 cash generated from operating activities was $655 million. Global components sales were $3.67 billion. Sales increased 6% year over year adjusted for the impact of changes in foreign currencies. Fourth-quarter book-to-bill was 1.05. In the Americas, sales declined 4% year over year. In Europe, sales increased 12% year over year adjusted for the impact of acquisitions and changes in foreign currencies. In Asia, sales increased 6% year over year. Global components operating margin of 4.3% decreased 10 basis points year over year principally due to the consolidation of our recent acquisitions. In enterprise computing solutions, sales of $3.08 billion increased 10% year over year. In the Americas, sales increased 11% year over year. In Europe, sales increased 22% year over year adjusted for the impact of changes in foreign currencies. Global enterprise computing solutions achieved record fourth-quarter operating income of $179 million. We delivered record fourth-quarter results that were above our expectations. 2

Five Years Out investor.arrow.com 3 Fourth-Quarter 2015 CFO Commentary P&L Highlights* Q4 2015 Y/Y Change Y/Y Change Adjusted for Acquisitions & Currency Q/Q Change Sales $6,751 +6% +4% +18% Gross Profit Margin 12.4% -30bps -30bps -60bps Operating Expenses/ Sales 8.2% -20bps -10bps -100bps Operating Income $284 +1% flat +30% Operating Margin 4.2% -20bps -20bps +40bps Net Income $182 -1% +1% +37% Diluted EPS $1.94 +3% +5% +38% Consolidated Overview Fourth Quarter 2015  Fourth-quarter sales were $6.75 billion – Sales increased 6% year over year and 18% quarter over quarter – Adjusted for the impact of acquisitions and changes in foreign currencies, sales increased 4% year over year  Consolidated gross profit margin was 12.4% – Down 30 basis points year over year and 60 basis points quarter over quarter principally due to a greater contribution from enterprise computing solutions and Asia components within our mix  Operating expenses as a percentage of sales were 8.2% – Down 20 basis points year over year and 100 basis points quarter over quarter – Operating expenses increased 4% year over year – Operating expenses increased 3% year over year adjusted for the impact of acquisitions and changes in foreign currencies  Operating income was $284 million – Increased 1% year over year as reported – Flat year over year adjusted for the impact of acquisitions and changes in foreign currencies  Operating income as a percentage of sales was 4.2% – Operating income as a percentage of sales decreased 20 basis points year over year – The decrease was principally driven by the contribution from 2015 acquisitions and a lower relative contribution from the Americas region  Effective tax rate for the quarter was 27.2% $ in millions, except per share data; may reflect rounding

Five Years Out investor.arrow.com 4 Fourth-Quarter 2015 CFO Commentary  Net income was $182 million – Decreased 1% year over year – Adjusted for the impact of acquisitions and changes in foreign currencies, net income increased by 1% year over year  Earnings per share were $1.96 and $1.94 on a basic and diluted basis, respectively – Diluted EPS increased 3% year over year – Adjusted for the impact of acquisitions and changes in foreign currencies, diluted EPS increased by 5% year over year A reconciliation of non-GAAP adjusted financial measures, including sales, as adjusted, operating income, as adjusted, net income attributable to shareholders, as adjusted, and net income per share, as adjusted, to GAAP financial measures is presented in the reconciliation tables included herein.

Five Years Out investor.arrow.com 5 Fourth-Quarter 2015 CFO Commentary Components Global Global components sales increased 6% year over year adjusted for the impact of changes in foreign currencies.  Sales, adjusted for the impact of changes in foreign currencies, increased 6% year over year – Sales, as reported, increased 2% year over year and decreased 1% quarter over quarter  Leading indicators, including lead times and cancellation rates, are in-line with historical norms  Book-to-bill was 1.05, above the level of the prior three fourth quarters  Gross profit dollars, adjusted for the impact of changes in foreign currencies, increased 5% year over year and decreased 1% quarter over quarter.  Gross margins decreased 10 basis points year over year and quarter over quarter – Year-over-year decrease principally driven by higher mix from Asia  Operating margin of 4.3% decreased 10 basis points year over year principally due to the contribution from newly acquired businesses, including ATM in Asia  Return on working capital decreased 180 basis points year over year due to the integration of our 2015 acquisitions $3,698 $3,692 $3,669 $3,347 $3,591 $2,000 $2,500 $3,000 $3,500 $4,000 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 6 Fourth-Quarter 2015 CFO Commentary Components Americas Americas Components experienced strong growth in the alternative energy and lighting verticals.  Sales decreased 4% year over year and increased 2% quarter over quarter – Strong growth in the alternative energy and lighting verticals year over year – Growth in the medical devices and aerospace & defense verticals year over year – Core sales were flat on a quarter-over-quarter basis $1,543 $1,398 $1,474 $1,458 $1,481 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 $1,600 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 7 Fourth-Quarter 2015 CFO Commentary Components Europe Sales increased 12% year over year adjusted for the impact of acquisitions and changes in foreign currencies.  Sales increased 12% year over year adjusted for the impact of acquistions and changes in foreign currencies – Sales, as reported, increased 8% year over year and decreased 2% quarter over quarter – Strong growth in the lighting and transportation verticals year over year – Core sales decreased 3% on a quarter-over-quarter basis $896 $923 $987 $993 $972 $600 $700 $800 $900 $1,000 $1,100 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 8 Fourth-Quarter 2015 CFO Commentary Components Asia Asia Components sales increased 6% year over year.  Sales increased 6% year over year and decreased 2% quarter over quarter – Sales decreased 4% year over year adjusted for the impact of acquisitions nd changes in foreign currencies – Strong growth in the transportation and lighting verticals year over year – Core sales increased 2% on a quarter-over-quarter basis $1,152 $1,026 $1,238 $1,241 $1,215 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 9 Fourth-Quarter 2015 CFO Commentary Enterprise Computing Solutions Global Enterprice computing solutions sales increased 10% year over year.  Sales increased 10% year over year and 54% quarter over quarter – Sales, adjusted for acquisitions and changes in foreign currencies, also increased 10% year over year  Gross profit dollars increased 6% year over year  Gross margin decreased 40 basis points year over year – Increase in the Americas was more than offset by decrease in Europe due to customer mix  Operating margin of 5.8% – Down 10 basis points year over year due as lower gross margin was partially offset by greater operating expense efficiency – Operating income increased 8% year over year  Return on working capital continues to excel, increasing year over year for the ninth consecutive quarter $2,806 $1,656 $2,132 $2,006 $3,083 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 10 Fourth-Quarter 2015 CFO Commentary Enterprise Computing Solutions Americas ECS Americas sales increased 11% year over year.  Sales increased 11% year over year and 44% quarter over quarter – Sales increased 5% year over year adjusted for the impact of acquisitions and changes in foreign currencies – Core sales increased 50% on a quarter-over-quarter basis – Robust growth in software led by security and infrastructure adjusted for acquisitions and changes in foreign currencies – Strong growth in proprietary servers and networking adjusted for acquisitions and changes in foreign currencies – Growth in industry-standard servers adjusted for acquisitions and changes in foreign currencies $1,822 $1,074 $1,454 $1,407 $2,028 $500 $700 $900 $1,100 $1,300 $1,500 $1,700 $1,900 $2,100 $2,300 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 11 Fourth-Quarter 2015 CFO Commentary Enterprise Computing Solutions Europe ECS Europe sales increased 22% year over year adjusted for changes in foreign currencies.  Sales increased 22% year over year adjusted for the impact of changes in foreign currencies – Sales, as reported, increased 7% year over year – Sales increased 76% on a quarter-over-quarter basis – Robust growth in proprietary servers and storage adjusted for the impact of changes in foreign currencies – Strong growth in services, software, and networking adjusted for the impact of changes in foreign currencies $984 $582 $678 $599 $1,055 $400 $500 $600 $700 $800 $900 $1,000 $1,100 Q4–'14 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Sales ($ in millions)

Five Years Out investor.arrow.com 12 Fourth-Quarter 2015 CFO Commentary P&L Highlights* 2015 Y/Y Change Y/Y Change Adjusted for Acquisitions & Currency Sales $23,282 +2% +3% Gross Profit Margin 13.0% -10bps -10bps Operating Expenses/ Sales 9.0% -10bps flat Operating Income $944 +2% +1% Operating Margin 4.1% flat flat Net Income $592 flat flat Diluted EPS $6.19 +4% +5% Consolidated Overview Full-Year 2015  2015 sales were $23.3 billion – Sales increased 2% year over year – Adjusted for the impact of acquisitions and changes in foreign currencies, sales increased 3% year over year  Consolidated gross profit margin was 13.0% – Decreased 10 basis points year over year principally due to a greater contribution of ECS and Asia components within our mix  Operating expenses as a percentage of sales were 9.0% – Down 10 basis points year over year – Operating expenses increased 1% year over year as reported, and increased 3% adjusted for the impact of acquisitions and changes in foreign currencies  Operating income was $944 million – Increased 2% year over year as reported – Increased 1% year over year adjusted for the impact of acquisitions and changes in foreign currencies  Operating income as a percentage of sales was 4.1%– Operating income as a percentage of sales was flat year over year  Effective tax rate for the year was 27.1% – Down 10 bps year over year  Net income was $592 million – Flat year over year  Earnings per share on a diluted basis were $6.19 – Up 4% year over year as reported – Up 5% year over year adjusted for acquisitions and changes in foreign currencies $ in millions, except per share data; may reflect rounding

Five Years Out investor.arrow.com 13 Flow and Balance Sheet Highlights Cash Flow from Operations Cash from operating activities was $544 million in the quarter and was $655 million on a trailing 12-month basis. We converted approximately 132% of GAAP net income to cash over the last 12 months, well in excess of our target. Working Capital Working capital to sales was 12.7% in the fourth quarter. Return on working capital was 33% in the fourth quarter and 26.9% for the full year. Return on Invested Capital Return on invested capital was 12.4% in the fourth quarter and 10.6% for the full year, and ahead of our weighted average cost of capital. Share Buyback We repurchased approximately $150 million of our stock in the fourth quarter, bringing our total cash returned to shareholders over the last 12 months to approximately $341 million. Debt and Liquidity Net-debt-to-last-12-months EBITDA ratio is approximately 2.1x. Our total liquidity is $2.5 billion when including our cash of $273 million. We repurchased approximately $150 million of our stock in the fourth quarter, bringing our total cash returned to shareholders in 2015 to approximately $341 million.

* Assumes average diluted shares outstanding of 93 million. Fourth-Quarter 2015 CFO Commentary Five Years Out investor.arrow.com  14 Fourth-Quarter 2015 CFO Commentary Arrow Electronics Outlook Guidance We are expecting the average USD-to-Euro exchange rate for the first quarter to be €1.10 to $1. Based on this assumption, changes in foreign currencies will have a negative impact of approximately $50 million or 1% on sales and a negative impact of $.01 or 1% on earnings per share compared with the first quarter of 2015. First-Quarter 2016 Guidance $5.25 billion to $5.65 billion Consolidated Sales Global Components Global Components $3.55 billion to $3.75 billion Global ECS Diluted Earnings per Share* $1.7 billion to $1.9 billion $1.34 to $1.46 First-Quarter 2016 Guidance Consolidated Sales $5.25 billion to $5.65 billion Global Components $3.55 billion to $3.75 billion Global ECS $1.7 billion to $1.9 billion Diluted Earnings per Share* $1.34 to $1.46 * Assumes average diluted shares outstanding of 93 million. Arrow Electronics Outlook Guidance We are expecting the average USD-to-Euro exchange rate for the first quarter to be €1.10 to $1. Based on this assumption, changes in foreign currencies will have a negative impact of approximately $50 million or 1% on sales and a negative impact of $.01 or 1% on earnings per share compared with the first quarter of 2015.

Five Years Out investor.arrow.com 15 Fourth-Quarter 2015 CFO Commentary Risk Factors The discussion of the company’s business and operations should be read together with the risk factors contained in Item 1A of its 2015 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which the company is or may become subject. If any of the described events occur, the company’s business, results of operations, financial condition, liquidity, or access to the capital markets could be materially adversely affected. Information Relating to Forward-Looking Statements This press release includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, company’s implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global enterprise computing solutions markets, changes in relationships with key suppliers, increased profit margin pressure, effects of additional actions taken to become more efficient or lower costs, risks related to the integration of acquired businesses, changes in legal and regulatory matters, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “seeks,” “estimates,” and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements. For a further discussion of factors to consider in connection with these forward-looking statements, investors should refer to Item 1A Risk Factors of the company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Five Years Out investor.arrow.com `16 Fourth-Quarter 2015 CFO Commentary Certain Non-GAAP Financial Information In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), the company also provides certain non-GAAP financial information relating to sales, operating income, net income attributable to shareholders, and net income per basic and diluted share. The company provides sales on a non-GAAP basis adjusted for the impact of changes in foreign currencies and 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”). Operating income, net income attributable to shareholders, and net income per basic and diluted share are adjusted for certain charges, credits, gains, and losses that the company believes impact the comparability of its results of operations. These charges, credits, gains, and losses arise out of the company’s efficiency enhancement initiatives, acquisitions (including intangible assets amortization expense), loss on prepayment of debt, and (gain)/loss on investments. A reconciliation of the company’s non-GAAP financialinformation to GAAP is set forth in the tables below. The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers these items referred to above to be outside the company’s core operating results. This non- GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the  company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation. The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, operating income, net income attributable to shareholders and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance.

Five Years Out investor.arrow.com 17 Fourth-Quarter 2015 CFO Commentary Q4 2015 Q3 2015 Q4 2014 Operating income, as Reported $254,311 $185,794 $176,432 Intangible assets amortization expense 11,743 14,269 11,138 Restructuring, integration, and other charges 17,666 17,756 14,660 Trade name impairment charge – – 78,000 Operating income, as Adjusted $283,720 $217,819 $280,230 Q4 2015 Q3 2015 Q4 2014 Net income attributable to shareholders, as Reported $158,492 $109,244 $116,177 Intangible assets amortization expense 9,537 11,521 9,105 Restructuring, integration, and other charges 13,199 12,642 11,222 Trade name impairment charge – – 47,911 (Gain)/loss on investments 921 – – Net income attributable to shareholders, as Adjusted $182,149 $133,407 $184,415 Q4 2015 Q3 2015 Q4 2014 Diluted EPS, as Reported $1.69 $1.15 $1.18 Intangible assets amortization expense .10 .12 .09 Restructuring, integration, and other charges .14 .13 .11 Trade name impairment charge – – .49 (Gain)/loss on investments .01 – – Net income attributable to shareholders, as Adjusted $1.94 $1.40 $1.88 The sum of the components for diluted EPS, as Adjusted, may not agree to totals, as presented, due to rounding. Earnings Reconciliation ($ in thousands, except per share data)

Five Years Out investor.arrow.com 18 Fourth-Quarter 2015 CFO Commentary Earnings Reconciliation References to restructuring and other charges refer to thefollowing incremental charges taken in the periods indicated: Q4-15 Intangible Assets Amortization Expense During the fourth quarter of 2015, the company recorded intangible assets amortization expense of $11.7 million ($9.5 million net of related taxes or $.10 per share on both a basic and diluted basis). Q4-15 Restructuring, Integration, and Other Charges During the fourth quarter of 2015, the company recorded restructuring, integration, and other charges of $17.7 million ($13.2 million net of related taxes or $.14 per share on both a basic and diluted basis). Q4-15 Net Loss During the fourth quarter of 2015, the company recorded a net loss of $3.9 million ($0.9 million net of related taxes or $.01 per share on both a basic and diluted basis). The net loss consisted of a $2.9 million loss on prepayment of debt and $3 million other loss, offset partially by a $2 million gain on sale of investment. Q3-15 Intangible Assets Amortization Expense During the third quarter of 2015, the company recorded intangible assets amortization expense of $14.3 million ($11.5 million net of related taxes or $.12 per share on both a basic and diluted basis). Q3-15 Restructuring, Integration, and Other Charges During the third quarter of 2015, the company recorded restructuring, integration, and other charges of $17.8 million ($12.6 million net of related taxes or $.13 per share on both a basic and diluted basis). Q4-14 Intangible Assets Amortization Expense During the fourth quarter of 2014, the company recorded intangible assets amortization expense of $11.1 million ($9.1 million net of related taxes or $.09 per share on both a basic and diluted basis). Q4-14 Restructuring, Integration, and Other Charges During the fourth quarter of 2014, the company recorded restructuring, integration, and other charges of $14.7 million ($11.2 million net of related taxes or $.12 and $.11 per share on a basic and diluted basis, respectively). Q4-14 Trade name impairment charge During the fourth quarter of 2014, the company recorded a noncash impairment charge associated with discontinuing the use of a trade name of $78.0 million ($47.9 million net of related taxes or $.49 per share on both a basic and diluted basis).