8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 3, 2016


ARROW ELECTRONICS, INC.(Exact Name of Registrant as Specified in 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 May 3, 2016, the Registrant issued a press release announcing its first quarter 2016 earnings.  A copy of the press release is attached hereto as an Exhibit (99.1).

On May 3, 2016, the Registrant also issued a press release containing a First Quarter 2016 CFO commentary related to its first quarter 2016 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 May 3, 2016.

99.2 CFO commentary press release dated May 3, 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: May 3, 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 May 3, 2016.
99.2	CFO commentary press release issued by Arrow Electronics, Inc., dated May 3, 2016.

EX-99.1

Exhibit 99.1

Arrow Electronics Reports Record First-Quarter 2016 Sales and Non-GAAP Earnings Per Share

– First-Quarter 2016 Non-GAAP Earnings Per Share of $1.43 –– Trailing 12-Month Cash Flow from Operations of $860 Million –

CENTENNIAL, Colo.--(BUSINESS WIRE)--May 3, 2016--Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2016 net income of $106.2 million, or $1.14 per share on a diluted basis, compared with net income of $106.1 million, or $1.09 per share on a diluted basis, in the first quarter of 2015. Excluding certain items¹, net income would have been $132.2 million, or $1.43 per share on a diluted basis, in the first quarter of 2016, compared with net income of $127.8 million, or $1.32 per share on a diluted basis, in the first quarter of 2015. First-quarter sales of $5.47 billion increased 9 percent from sales of $5 billion in the prior year. First-quarter sales, adjusted for the impact of acquisitions and changes in foreign currencies, increased 4 percent year over year.

“We continued our strong momentum into 2016 by producing record first-quarter sales and earnings per share. Our global components and enterprise computing solutions businesses produced growth in all regions, delivering earnings per share of $1.43,” said Michael J. Long, chairman, president, and chief executive officer. “We attribute our strong performance to our strategic investments in customer-facing talent and resources, as well as our focus on design and value-added services for global components and our solution-selling approach for enterprise computing solutions.”

Global components first-quarter sales of $3.68 billion grew 10 percent year over year. First-quarter sales, as adjusted, grew 4 percent year over year. Americas components sales grew 3 percent year over year. Europe components sales grew 15 percent year over year. Sales in the region, as adjusted, grew 9 percent year over year. Asia-Pacific components sales grew 15 percent year over year. Sales in the region, as adjusted, grew 2 percent year over year. “Europe has delivered six straight quarters of strong growth, and Americas returned to growth as we anticipated. In Asia, growth by our core small-to-medium-sized manufacturing customers was better than we anticipated,” added Mr. Long.

Global enterprise computing solutions first-quarter sales of $1.8 billion grew 9 percent year over year. First-quarter sales, as adjusted, grew 3 percent year over year. Americas sales grew 11 percent year over year. Sales in the region, as adjusted, grew 2 percent year over year. Europe sales grew 4 percent year over year. Sales in the region, as adjusted, grew 6 percent year over year. “Enterprise computing solutions posted record first-quarter sales, operating income, and operating margin,” said Mr. Long.

“First-quarter cash flow from operations was a negative $37 million. While seasonally negative, we showed substantial improvement when compared to the past three years. Trailing 12-month cash flow from operations was $860 million,” said Paul J. Reilly, executive vice president, finance and operations, and chief financial officer. “Our strong balance sheet and cash flow allowed us to continue investing in organic growth, and provided us with the opportunity to deploy capital toward our strategic initiatives. We will continue to return excess capital to shareholders.”

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.

GUIDANCE

“As we look to the second quarter, we believe that total sales will be between $5.825 billion and $6.225 billion, with global components sales between $3.75 billion and $3.95 billion, and global enterprise computing solutions sales between $2.075 billion and $2.275 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 $1.59 to $1.71 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 $1.13 to €1,” said Mr. Reilly.

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) (Unaudited)
	Quarter Ended
	April 2, 2016		March 28, 2015
Sales	$	5,474,177	$	5,002,385
Costs and expenses:
Cost of sales		4,725,279		4,317,063
Selling, general, and administrative expenses		505,813		454,530
Depreciation and amortization		40,933		37,162
Restructuring, integration, and other charges		20,788		16,196
		5,292,813		4,824,951
Operating income		181,364		177,434
Equity in earnings of affiliated companies		1,856		1,313
Interest and other financing expense, net		35,575		30,854
Other expense, net		-		935
Income before income taxes		147,645		146,958
Provision for income taxes		41,053		40,867
Consolidated net income		106,592		106,091
Noncontrolling interests		357		33
Net income attributable to shareholders	$	106,235	$	106,058
Net income per share:
Basic	$	1.16	$	1.11
Diluted	$	1.14	$	1.09
Weighted-average shares outstanding:
Basic		91,514		95,920
Diluted		92,787		97,125

ARROW ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands except par value)
	April 2,			December 31,
	2016			2015
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	394,655		$	273,090
Accounts receivable, net		5,256,022			6,161,418
Inventories		2,441,798			2,466,490
Other current assets		335,095			285,473
Total current assets		8,427,570			9,186,471
Property, plant, and equipment, at cost:
Land		23,630			23,547
Buildings and improvements		167,558			162,011
Machinery and equipment		1,296,817			1,250,115
		1,488,005			1,435,673
Less: Accumulated depreciation and amortization		(762,685	)		(735,495	)
Property, plant, and equipment, net		725,320			700,178
Investments in affiliated companies		74,553			73,376
Intangible assets, net		383,503			389,326
Cost in excess of net assets of companies acquired		2,437,034			2,368,832
Other assets		304,807			303,747
Total assets	$	12,352,787		$	13,021,930
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	4,206,658		$	5,192,665
Accrued expenses		668,002			819,463
Short-term borrowings, including current portion of long-term debt		46,143			44,024
Total current liabilities		4,920,803			6,056,152
Long-term debt		2,649,042			2,380,575
Other liabilities		408,829			390,392
Equity:
Shareholders' equity:
Common stock, par value $1:
Authorized – 160,000 shares in both 2016 and 2015
Issued – 125,424 shares in both 2016 and 2015		125,424			125,424
Capital in excess of par value		1,082,103			1,107,314
Treasury stock (33,801 and 34,501 shares in 2016 and 2015, respectively), at cost		(1,454,687	)		(1,480,069	)
Retained earnings		4,780,715			4,674,480
Accumulated other comprehensive loss		(214,175	)		(284,706	)
Total shareholders' equity		4,319,380			4,142,443
Noncontrolling interests		54,733			52,368
Total equity		4,374,113			4,194,811
Total liabilities and equity	$	12,352,787		$	13,021,930

ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	Quarter Ended
	April 2, 2016			March 28, 2015
Cash flows from operating activities:
Consolidated net income	$	106,592		$	106,091
Adjustments to reconcile consolidated net income to net cash used for operations:
Depreciation and amortization		40,933			37,162
Amortization of stock-based compensation		8,877			9,920
Equity in earnings of affiliated companies		(1,856	)		(1,313	)
Deferred income taxes		22,555			12,391
Excess tax benefits from stock-based compensation arrangements		(4,132	)		(5,657	)
Other		1,462			1,730
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable		996,738			935,271
Inventories		44,611			48,574
Accounts payable		(1,036,094	)		(1,279,437	)
Accrued expenses		(160,693	)		(109,156	)
Other assets and liabilities		(55,585	)		2,828
Net cash used for operating activities		(36,592	)		(241,596	)
Cash flows from investing activities:
Cash consideration paid for acquired businesses		(46,490	)		(133,089	)
Acquisition of property, plant, and equipment		(49,261	)		(31,150	)
Other		-			2,008
Net cash used for investing activities		(95,751	)		(162,231	)
Cash flows from financing activities:
Change in short-term and other borrowings		470			1,234
Proceeds from (repayments of)long-term bank borrowings, net		265,000			(48,400	)
Net proceeds from note offering		-			688,162
Redemption of notes		-			(254,313	)
Proceeds from exercise of stock options		5,705			12,576
Excess tax benefits from stock-based compensation arrangements		4,132			5,657
Repurchases of common stock		(18,684	)		(78,561	)
Other		(3,000	)		(3,000	)
Net cash provided by financing activities		253,623			323,355
Effect of exchange rate changes on cash		285			(14,590	)
Net increase (decrease) in cash and cash equivalents		121,565			(95,062	)
Cash and cash equivalents at beginning of period		273,090			400,355
Cash and cash equivalents at end of period	$	394,655		$	305,293

ARROW ELECTRONICS, INC. NON-GAAP SALES RECONCILIATION (In thousands) (Unaudited)
	Quarter Ended
	April 2, 2016		March 28, 2015			% Change
Consolidated sales, as reported	$	5,474,177	$	5,002,385		9.4	%
Impact of changes in foreign currencies		-		(63,227	)
Impact of acquisitions		38,437		368,154
Consolidated sales, as adjusted	$	5,512,614	$	5,307,312		3.9	%
Global components sales, as reported	$	3,675,929	$	3,346,763		9.8	%
Impact of changes in foreign currencies		-		(42,016	)
Impact of acquisitions		-		217,406
Global components sales, as adjusted	$	3,675,929	$	3,522,153		4.4	%
Europe components sales, as reported	$	1,058,432	$	923,261		14.6	%
Impact of changes in foreign currencies		-		(24,299	)
Impact of acquisitions		-		74,083
Europe components sales, as adjusted	$	1,058,432	$	973,045		8.8	%
Asia components sales, as reported	$	1,177,868	$	1,025,914		14.8	%
Impact of changes in foreign currencies		-		(13,859	)
Impact of acquisitions		-		139,977
Asia components sales, as adjusted	$	1,177,868	$	1,152,032		2.2	%
Global ECS sales, as reported	$	1,798,248	$	1,655,622		8.6	%
Impact of changes in foreign currencies		-		(21,211	)
Impact of acquisitions		38,437		150,749
Global ECS sales, as adjusted	$	1,836,685	$	1,785,160		2.9	%
Europe ECS sales, as reported	$	607,448	$	581,662		4.4	%
Impact of changes in foreign currencies		-		(7,499	)
Impact of acquisitions		-		-
Europe ECS sales, as adjusted	$	607,448	$	574,163		5.8	%
Americas ECS sales, as reported	$	1,190,800	$	1,073,960		10.9	%
Impact of changes in foreign currencies		-		(13,712	)
Impact of acquisitions		38,437		150,749
Americas ECS sales, as adjusted	$	1,229,237	$	1,210,997		1.5	%

ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
	Quarter Ended
	April 2, 2016		March 28, 2015
Operating income, as reported	$	181,364	$	177,434
Intangible assets amortization expense		12,913		11,107
Restructuring, integration, and other charges		20,788		16,196
Operating income, as adjusted	$	215,065	$	204,737
Net income attributable to shareholders, as reported	$	106,235	$	106,058
Intangible assets amortization expense		10,634		9,029
Restructuring, integration, and other charges		15,354		12,569
Loss on prepayment of debt		-		1,808
Gain on investments		-		(1,667	)
Net income attributable to shareholders, as adjusted	$	132,223	$	127,797
Net income per basic share, as reported	$	1.16	$	1.11
Intangible assets amortization expense		.12		.09
Restructuring, integration, and other charges		.17		.13
Loss on prepayment of debt		-		.02
Gain on investments		-		(.02	)
Net income per basic share, as adjusted	$	1.44	$	1.33
Net income per diluted share, as reported	$	1.14	$	1.09
Intangible assets amortization expense		.11		.09
Restructuring, integration, and other charges		.17		.13
Trade name impairment charge		-		.02
Gain on investments		-		(.02	)
Net income per diluted share, as adjusted	$	1.43	$	1.32

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
	April 2, 2016			March 28, 2015
Sales:
Global components	$	3,675,929		$	3,346,763
Global ECS		1,798,248			1,655,622
Consolidated	$	5,474,177		$	5,002,385
Operating income (loss):
Global components	$	170,770		$	164,895
Global ECS		78,212			67,517
Corporate (a)		(67,618	)		(54,978	)
Consolidated	$	181,364		$	177,434

(a) Includes restructuring, integration, and other charges of $20.8 million and $16.2 million for the first quarters of 2016 and 2015, respectively.

NON-GAAP SEGMENT RECONCILIATION
	Quarter Ended
	April 2, 2016		March 28, 2015
Global components operating income, as reported	$	170,770	$	164,895
Intangible assets amortization expense		7,900		5,782
Global components operating income, as adjusted	$	178,670	$	170,677
Global ECS operating income, as reported	$	78,212	$	67,517
Intangible assets amortization expense		5,013		5,325
Global ECS operating income, as adjusted	$	83,225	$	72,842

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

EX-99.2

Exhibit 99.2

2016 First-Quarter 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 Form 10-Q for the quarterly period ended April 2, 2016 and the Annual Report on Form 10-K as filed with the Securities and Exchange Commission. First-quarter 2016 Non-GAAP earnings per share of $1.43 grew 8% Y/Y.Five Years Out investor.arrow.com

First-Quarter 2016 CFO Commentary First-Quarter Summary We again posted strong quarterly results in the first quarter of 2016 with record first-quarter sales and earnings per share. Sales and earnings per share were also above the midpoints of our expectations. Both business segments and all regions delivered growth year over year. Our first-quarter 2016 global component sales advanced 10 percent year over year. The market generally tracked to our expectations. Our strategic focus continues to be on small-to-medium-sized manufacturing customers. Europe again delivered robust sales growth this quarter. Our Americas business returned to growth as we anticipated. Asia sales exceeded our own expectations. In the first quarter, enterprise computing solutions again delivered growth that was above most measures of IT spending. Our unique focus on selling comprehensive solutions has allowed us to further differentiate our value-added distribution business from the competition. Our suppliers and customers value our solutions-driven approach, and continue to award us with more business as a result. ECS sales advanced 9 percent year over year. ECS achieved record first-quarter sales, operating income, and operating margin. We delivered record first-quarter sales and earnings per share. 2 Five Years Out investor.arrow.com

First-Quarter 2016 CFO Commentary P&L Highlights* Q1 2016 Y/Y Change Y/Y Change Adjusted for Acquisitions & Currency Q/Q Change Sales $5,474 +9% +4% -19% Gross Profit Margin 13.7% flat flat 130bps Operating Expenses/ Sales 9.8% +20bps +20bps +160bps Operating Income $215 +5% -1% -24% Operating Margin 3.9% -20bps -20bps -30bps Net Income $132 +3% +1% -27% Diluted EPS $1.43 +8% +5% -26% Consolidated Overview First Quarter 2016  First-quarter sales were $5.47 billion – Sales increased 9% year over year and decreased 19% 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 13.7% – Gross profit margin was unchanged year over year  Operating expenses as a percentage of sales were 9.8% – Up 20 basis points year over year and 160 basis points quarter over quarter – Operating expenses increased 11% year over year – Operating expenses increased 6% year over year adjusted for the impact of acquisitions and changes in foreign currencies  Operating income was $215 million – Increased 5% year over year as reported – Decreased 1% year over year adjusted for the impact of acquisitions and changes in foreign currencies  Operating income as a percentage of sales was 3.9% – 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 investments to drive future growth  Effective tax rate for the quarter was 26.9% $ in millions, except per share data; may reflect rounding 3 Five Years Out investor.arrow.com

First-Quarter 2016 CFO Commentary Five Years Out investor.arrow.com  Net income was $132 million – Increased 3% 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 $1.43 on a diluted basis – Diluted EPS increased 8% 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. 4

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Components Global Global components sales increased 10% year over year.  Sales increased 10% year over year – Sales, adjusted for the impact of acquisitions and changes in foreign currencies, increased 4% year over year  Leading indicators, including lead times and cancellation rates, are in-line with historical norms  Book-to-bill was 1.07, the highest first-quarter level in three years  Gross profit dollars increased 8% year over year  Gross margins decreased 20 basis points year over year – Year-over-year decrease principally driven by higher mix from Asia  Operating margin of 4.9% decreased 20 basis points year over year principally due to the contribution from newly acquired businesses, including ATM in Asia, investments to drive future growth, and weaker demand for certain specialty businesses  Return on working capital increased 20 basis points year over year $3,698 $3,692 $3,669 $3,676 $3,347 $2,000 $2,500 $3,000 $3,500 $4,000 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 5

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Components Americas Americas components sales increased 3% year over year.  Sales increased 3% year over year – Growth in the core business was partially offset by declines at specialty businesses – Growth in the aerospace & defense vertical year over year $1,398 $1,474 $1,458 $1,481 $1,440 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 $1,600 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 6

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Components Europe Europe components sales increased 15% year over year.  Sales increased 15% year over year – Sales, adjusted for the impact of acquistions and changes in foreign currencies, increased 9% year over year – Robust growth in the transportation and lighting verticals year over year – Growth in the aerospace & defense vertical year over year $923 $987 $993 $972 $1,058 $600 $700 $800 $900 $1,000 $1,100 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 7

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Components Asia Asia omponents sales increased 15% year over year.  Sales increased 15% year over year – Sales increased 2% year over year adjusted for the impact of acquisitions and changes in foreign currencies – Strong growth from core SMB customers partially offset by declines from large supply chain customers – Strong growth in the transportation vertical year over year – Growth in the wireless vertical year over year $1,026 $1,238 $1,241 $1,215 $1,178 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 8

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Enterprise Computing Solutions Global Enterprise computing solutions posted record first-quarter sales, operating income, and operating margin.  Sales increased 9% year over year – Sales increased 3% year over year adjusted for acquisitions and changes in foreign currencies  Gross profit dollars increased 12% year over year  Gross margins increased 30 basis points year over year – Gross margins increased in both the Americas and in Europe  Operating margin of 4.6% – Up 20 basis points year over year – Operating income increased 14% year over year  Return on working capital continues to excel, increasing year over year for the tenth consecutive quarter $1,656 $2,132 $2,006 $3,083 $1,798 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 9

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Enterprise Computing Solutions Americas ECS Americas sales increased 11% year over year.  Sales increased 11% year over year – Sales increased 2% year over year adjusted for acquisitions and changes in foreign currencies – Strong growth in software across the portfolio of infrastructure, virtualization, and security adjusted for acquisitions and changes in foreign currencies – Growth in industry-standard and propriatary servers, networking and services adjusted for acquisitions and changes in foreign currencies $1,074 $1,454 $1,407 $2,028 $1,191 $500 $700 $900 $1,100 $1,300 $1,500 $1,700 $1,900 $2,100 $2,300 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 10

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Enterprise Computing Solutions Europe ECS Europe sales increased 6% year over year adjusted for acquisitions and changes in foreign currencies.  Sales increased 6% year over year adjusted for acquisitions and changes in foreign currencies – Sales, as reported, increased 4% year over year – Strong growth in software across the portfolio of infrastructure, virtualization, and security adjusted for acquisitions and changes in foreign currencies – Growth in services, networking, proprietary servers, and industry-standard servers adjusted acquisitions and changes in foreign currencies $582 $678 $599 $1,055 $607 $400 $500 $600 $700 $800 $900 $1,000 $1,100 Q1–'15 Q2–'15 Q3–'15 Q4–'15 Q1–'16 Sales ($ in millions) 11

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Cash Flow and Balance Sheet Highlights Cash Flow from Operations Cash from operating activities was negative $37 million in the quarter and was $860 million on a trailing 12-month basis Working Capital Working capital to sales was 15.9% in the quarter. Return on working capital was 24.6% in the first quarter, up 120 basis points year over year. Return on Invested Capital Return on invested capital was 9.5% in the quarter and ahead of our weighted average cost of capital. Share Buyback We repurchased approximately $2.5 million of our stock, bringing our total cash returned to shareholders over the last 12 months to approximately $280 million. Debt and Liquidity Net-debt-to-last-12-months EBITDA ratio is approximately 2.2x. Our total liquidity is $2.4 billion when including our cash of $395 million. Trailing twelve-month cash flow from operations was $860 million. 12

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Second-Quarter 2016 Guidance Consolidated Sales $5.825 billion to $6.225 billion Global Components $3.75 billion to $3.95 billion Global ECS $2.075 billion to $2.275 billion Diluted Earnings per Share* $1.59 to $1.71 * 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 €1.13 to $1. Assuming exchange rates remain unchanged for the remainder of the second quarter of 2016, we do not expect changes in foreign currencies to have meaningful impacts on growth rates when compared to the second quarter of 2015. 13

Five Years Out investor.arrow.com First-Quarter 2016 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. 14

Five Years Out investor.arrow.com First-Quarter 2016 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 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, 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. 15

Five Years Out investor.arrow.com First-Quarter 2016 CFO Commentary Q1 2016 Q4 2015 Q1 2015 Operating income, as Reported $181,364 $254,311 $177,434 Intangible assets amortization expense 12,913 11,743 11,107 Restructuring, integration, and other charges 20,788 17,666 16,196 Operating income, as Adjusted $215,065 $283,720 $204,737 Q1 2016 Q4 2015 Q1 2015 Net income attributable to shareholders, as Reported $106,235 $158,492 $106,058 Intangible assets amortization expense 10,634 9,537 9,029 Restructuring, integration, and other charges 15,354 13,199 12,569 Loss on prepayment of debt – – 1,808 (Gain)/loss on investments – 921 (1,667) Net income attributable to shareholders, as Adjusted $132,223 $182,149 $127,797 Q1 2016 Q4 2015 Q1 2015 Diluted EPS, as Reported $1.14 $1.69 $1.09 Intangible assets amortization expense .11 .10 .09 Restructuring, integration, and other charges .17 .14 .13 Loss on prepayment of debt – – .02 (Gain)/loss on investments – .01 (.02) Net income attributable to shareholders, as Adjusted $1.43 $1.94 $1.32 The sum of the components for diluted EPS, as Adjusted, may not agree to totals, as presented, due to rounding. Earnings Reconciliation ($ in thousands, except per share data) 16

First-Quarter 2016 CFO Commentary Earnings Reconciliation References to restructuring and other charges refer to the following incremental charges taken in the periods indicated: Q1-16 Intangible Assets Amortization Expense During the first quarter of 2016, the company recorded intangible assets amortization expense of $12.9 million ($10.6 million net of related taxes or $.11 per share on a diluted basis). Q1-16 Restructuring, Integration, and Other Charges During the first quarter of 2016, the company recorded restructuring, integration, and other charges of $20.8 million ($15.4 million net of related taxes or $.17 per share on a diluted basis). 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 a diluted basis). Q4-15 Restructuring, Integration, and Other Charges During the fourth quarter of 2015, the company recorded estructuring, integration, and other charges of $17.7 million ($13.2 million net of related taxes or $.14 per share on a 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 a 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. Q1-15 Intangible Assets Amortization Expense During the first quarter of 2015, the company recorded intangible assets amortization expense of $11.1 million ($9.0 million net of related taxes or $.09 per share on a diluted basis). Q1-15 Restructuring, Integration, and Other Charges During the first quarter of 2015, the company recorded restructuring, integration, and other charges of $16.2 million ($12.6 million net of related taxes or $.13 per share on a diluted basis). Q1-15 Loss on prepayment of debt During the first quarter of 2015, the company recorded a loss on prepayment of debt of $2.9 million ($1.8 million net of related taxes or $.02 per share on a diluted basis), related to the redemption of $250.0 million principal amount of its 3.375% notes due November 2015. Q1-15 Gain on sale of investment During the first quarter of 2015, the company recorded a gain on sale of investment of $2.0 million ($1.7 million net of related taxes or $.02 per share on a diluted basis). 17