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): May 2, 2019

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

NEW YORK	1-4482	11-1806155
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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:

[ ]	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 2, 2019, the Registrant issued a press release announcing its first quarter 2019 earnings.  A copy of the press release is attached hereto as an Exhibit (99.1).

On May 2, 2019, the Registrant also issued a press release containing a first quarter 2019 CFO commentary related to its first quarter 2019 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

(d)           EXHIBITS

99.1 Earnings press release dated May 2, 2019.

99.2 CFO commentary press release dated May 2, 2019.

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 2, 2019	By:	/s/ Martin Hillery
		Name:	Martin Hillery
		Title:	Vice President, Legal Affairs

EXHIBIT INDEX

Exhibit	Description
99.1	Earnings press release issued by Arrow Electronics, Inc., dated May 2, 2019.
99.2	CFO commentary press release issued by Arrow Electronics, Inc., dated May 2, 2019.

EX-99.1

ARROW ELECTRONICS. INC. 9201 E. DRY CREEKROAD CENTENNIAL, CO 80112 303-824-4000 NEWS

Exhibit 99.1

Arrow Electronics Reports First-Quarter 2019 Results

-- Record First-Quarter Sales of $7.16 Billion --

-- First-Quarter Earnings Per Share of $1.63; Non-GAAP Earnings Per Share of $1.84 --

CENTENNIAL, Colo.--(BUSINESS WIRE)-May. 2, 2019--Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2019 sales of $7.16 billion, an increase of 4 percent from sales of $6.88 billion in the first quarter of 2018. First-quarter net income of $141 million or $1.63 per share on a diluted basis, compared with net income of $139 million, or $1.56 per share on a diluted basis, in the first quarter of 2018. Excluding certain items¹, net income would have been $158 million, or $1.84 per share on a diluted basis, in the first quarter of 2019, compared with net income of $168 million, or $1.88 per share on a diluted basis, in the first quarter of 2018. In the first quarter of 2019, changes in foreign currencies had negative impacts on growth of approximately $197 million or 3 percent on sales and $.09 or 5 percent on earnings per share on a diluted basis compared to the first quarter of 2018.

Global components first-quarter sales of $5.19 billionincreased5 percent year over year. Sales, as adjusted, increased8 percent year over year. Americas components sales increased6 percent year over year. Europe components sales increased2 percent year over year. Sales in the region, as adjusted, increased10 percent year over year. Asia-Pacific components sales increased8 percent year over year. Global components first-quarter operating income increased 2 percent year over year. Operating income, as adjusted, increased 6 percent year over year.

“Higher sales volumes in the first quarter allowed us to leverage our operating expenses, assure profitability, and will lead to higher cash flow in the coming quarters,” said Michael J. Long, chairman, president, and chief executive officer. “The demand environment changed in the first quarter with customers in all regions adjusting their inventories by purchasing fewer high-value components, and more tightly managing their working capital and cash.”

Global enterprise computing solutions first-quarter sales of $1.96 billion increased 1 percent year over year. Sales, as adjusted, increased6 percent year over year. Americas enterprise computing solutions sales were flat year over year. Sales in the region, as adjusted, increased4 percent year over year. Europe enterprise computing solutions sales increased2 percent year over year. Sales in the region, as adjusted, increased10 percent year over year. Global enterprise computing solutions first-quarter operating income increased 3 percent year over year and increased 1 percent year over year excluding amortization of intangibles expense. Global enterprise computing solutions operating income excluding amortization of intangibles expense, as adjusted, increased 3 percent year over year.

“Enterprise computing solutions returned to profitable growth in the first quarter from our efforts to better align with next-generation hardware and software technologies, and to capture incremental business from nontraditional systems integrator and operational technology provider customers,” said Mr. Long.

“First-quarter cash flow from operations was negative $329 million. We expect to adjust our working capital investments to current market conditions and drive further improvements to cash flow and in returns in the coming quarters,” said Chris Stansbury, senior vice president and chief financial officer. “We remain committed to returning excess cash to shareholders. During the first quarter, we returned approximately $40 million to shareholders through our stock repurchase program. We had approximately $689 million of remaining authorization under our share repurchase program at the end of the first quarter.”

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 $7.525 billion and $7.925 billion, with global components sales between $5.5 billion and $5.7 billion, and global enterprise computing solutions sales between $2.025 billion and $2.225 billion. As a result of this outlook, we expect earnings per share on a diluted basis to be in the range of $1.71 to $1.83, and earnings per share on a diluted basis, excluding certain items¹, to be in the range of $1.94 to $2.06 per share. Our guidance assumes interest expense will total approximately $57 million. Our guidance also assumes an average tax rate at the high end of the long-term range of 23.5 percent to 25.5 percent, and average diluted shares outstanding of approximately 86 million. We are expecting the average USD-to-Euro exchange rate for the second quarter to be approximately $1.12 to €1. We estimate changes in foreign currencies will have a negative impact on growth of approximately $138 million, or 2 percent on sales, and $.07, or 3 percent, on earnings per share on a diluted basis compared to the second quarter of 2018,” said Mr. Stansbury.

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 guides innovation forward for over 200,000 leading technology manufacturers and service providers. With 2018 sales of $30 billion, Arrow develops technology solutions that improve business and daily life. Learn more at fiveyearsout.com.

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 Dec. 31, 2018.

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, income, or expense on a non-GAAP basis adjusted for the impact of changes in foreign currencies and the impact of dispositions by adjusting the company's operating results, including the amortization expense related to disposed intangible assets, as if the dispositions had occurred at the beginning of the earliest period presented (referred to as "impact of dispositions"). Operating income, net income attributable to shareholders, and net income per basic and diluted share are adjusted to exclude identifiable intangible amortization, restructuring, integration, and other charges, and 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/dispositions (including intangible assets amortization expense), and financing activities. 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
	March 30, 2019			March 31, 2018
Sales	$	7,155,991		$	6,875,613
Cost of sales	6,294,303			6,006,669
Gross profit	861,688			868,944
Operating expenses:
Selling, general, and administrative expenses	556,076			562,969
Depreciation and amortization	47,526			47,247
Loss on disposition of businesses, net	866			1,562
Restructuring, integration, and other charges	11,660			21,171
	616,128			632,949
Operating income	245,560			235,995
Equity in losses of affiliated companies	(1,467		)	(673		)
Gain (loss) on investments, net	5,348			(2,452		)
Employee benefit plan expense	1,139			1,231
Interest and other financing expense, net	51,981			45,179
Income before income taxes	196,321			186,460
Provision for income taxes	53,907			46,590
Consolidated net income	142,414			139,870
Noncontrolling interests	1,679			776
Net income attributable to shareholders	$	140,735		$	139,094
Net income per share:
Basic	$	1.65		$	1.58
Diluted	$	1.63		$	1.56
Weighted-average shares outstanding:
Basic	85,400			87,955
Diluted	86,319			89,035

ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
(Unaudited)
	March 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	351,899		$	509,327
Accounts receivable, net	7,902,516			8,945,463
Inventories	3,734,905			3,878,678
Other current assets	264,564			274,832
Total current assets	12,253,884			13,608,300
Property, plant, and equipment, at cost:
Land	7,845			7,882
Buildings and improvements	157,326			158,712
Machinery and equipment	1,428,758			1,425,933
	1,593,929			1,592,527
Less: Accumulated depreciation and amortization	(774,325		)	(767,827		)
Property, plant, and equipment, net	819,604			824,700
Investments in affiliated companies	85,296			83,693
Intangible assets, net	369,291			372,644
Goodwill	2,632,451			2,624,690
Other assets	670,226			270,418
Total assets	$	16,830,752		$	17,784,445
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	6,034,457		$	7,631,879
Accrued expenses	860,982			912,292
Short-term borrowings, including current portion of long-term debt	138,686			246,257
Total current liabilities	7,034,125			8,790,428
Long-term debt	3,575,891			3,239,115
Other liabilities	719,326			378,536
Commitments and contingencies
Equity:
Shareholders' equity:
Common stock, par value $1:
Authorized - 160,000 shares in both 2019 and 2018, respectively
Issued - 125,424 shares in both 2019 and 2018, respectively	125,424			125,424
Capital in excess of par value	1,128,757			1,135,934
Treasury stock (40,251 and 40,233 shares in 2019 and 2018, respectively), at cost	(1,992,981		)	(1,972,254		)
Retained earnings	6,476,070			6,335,335
Accumulated other comprehensive loss	(288,267		)	(299,449		)
Total shareholders' equity	5,449,003			5,324,990
Noncontrolling interests	52,407			51,376
Total equity	5,501,410			5,376,366
Total liabilities and equity	$	16,830,752		$	17,784,445

ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Quarter Ended
	March 30, 2019			March 31, 2018
Cash flows from operating activities:
Consolidated net income	$	142,414		$	139,870
Adjustments to reconcile consolidated net income to net cash used by operations:
Depreciation and amortization	47,526			47,247
Amortization of stock-based compensation	19,090			13,043
Equity in losses of affiliated companies	1,467			673
Deferred income taxes	6,968			(2,818		)
(Gain) loss on investments, net	(5,348		)	2,452
Other	5,575			3,465
Change in assets and liabilities, net of effects of acquired and disposed businesses:
Accounts receivable	949,989			789,843
Inventories	134,402			(260,620		)
Accounts payable	(1,540,008		)	(691,818		)
Accrued expenses	(50,292		)	(22,087		)
Other assets and liabilities	(40,782		)	(94,327		)
Net cash used for operating activities	(328,999		)	(75,077		)
Cash flows from investing activities:
Cash consideration paid for acquired businesses, net of cash acquired	—			(331,467		)
Proceeds from disposition of businesses	—			34,291
Acquisition of property, plant, and equipment	(33,815		)	(34,735		)
Other	2,940			(4,500		)
Net cash used for investing activities	(30,875		)	(336,411		)
Cash flows from financing activities:
Change in short-term and other borrowings	(107,244		)	(18,387		)
Repayment of long-term bank borrowings, net	335,023			601,386
Redemption of notes	—			(300,000		)
Proceeds from exercise of stock options	6,931			4,997
Repurchases of common stock	(53,925		)	(52,513		)
Net cash provided by financing activities	180,785			235,483
Effect of exchange rate changes on cash	21,661			(5,434		)
Net decrease in cash and cash equivalents	(157,428		)	(181,439		)
Cash and cash equivalents at beginning of period	509,327			730,083
Cash and cash equivalents at end of period	$	351,899		$	548,644

ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
	Quarter Ended
	March 30, 2019			March 31, 2018			% Change
Consolidated sales, as reported	$	7,155,991		$	6,875,613		4.1	%
Impact of changes in foreign currencies	—			(196,829		)
Impact of dispositions	(11,141		)	(40,751		)
Consolidated sales, as adjusted	$	7,144,850		$	6,638,033		7.6	%
Global components sales, as reported	$	5,191,927		$	4,929,932		5.3	%
Impact of changes in foreign currencies	—			(129,719		)
Global components sales, as adjusted	$	5,191,927		$	4,800,213		8.2	%
Americas Components sales, as reported	$	1,907,029		$	1,796,698		6.1	%
Impact of changes in foreign currencies	—			(2,528		)
Americas Components sales, as adjusted	$	1,907,029		$	1,794,170		6.3	%
Europe components sales, as reported	$	1,503,366		$	1,478,386		1.7	%
Impact of changes in foreign currencies	—			(114,386		)
Europe components sales, as adjusted	$	1,503,366		$	1,364,000		10.2	%
Asia components sales, as reported	$	1,781,532		$	1,654,848		7.7	%
Impact of changes in foreign currencies	—			(12,805		)
Asia components sales, as adjusted	$	1,781,532		$	1,642,043		8.5	%
Global ECS sales, as reported	$	1,964,064		$	1,945,681		0.9	%
Impact of changes in foreign currencies	—			(67,110		)
Impact of dispositions	(11,141		)	(40,751		)
Global ECS sales, as adjusted	$	1,952,923		$	1,837,820		6.3	%
Europe ECS sales, as reported	$	763,157		$	750,270		1.7	%
Impact of changes in foreign currencies	—			(55,716		)
Impact of dispositions	(11,141		)	(13,258		)
Europe ECS sales, as adjusted	$	752,016		$	681,296		10.4	%
Americas ECS sales, as reported	$	1,200,907		$	1,195,411		0.5	%
Impact of changes in foreign currencies	—			(11,394		)
Impact of dispositions	—			(27,493		)
Americas ECS sales, as adjusted	$	1,200,907		$	1,156,524		3.8	%

ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Three months ended March 30, 2019
	Reported GAAP measure			Intangible amortization expense		Restructuring & Integration charges		Other*			Non-GAAP measure
Operating income	$	245,560		$	11,930	$	11,660	$	866		$	270,016
Income before income taxes	196,321			11,930		11,660		(4,482		)	215,429
Provision for income taxes	53,907			3,207		2,852		(4,821		)	55,145
Consolidated net income	142,414			8,723		8,808		339			160,284
Noncontrolling interests	1,679			142		—		—			1,821
Net income attributable to shareholders	$	140,735		$	8,581	$	8,808	$	339		$	158,463
Net income per diluted share***	$	1.63		$	0.10	$	0.10	$	—		$	1.84
Effective tax rate	27.5		%								25.6		%
Three months ended March 31, 2018
—	Reported GAAP measure			Intangible amortization expense		Restructuring & Integration charges		Other**			Non-GAAP measure
Operating income	$	235,995		$	13,520	$	21,171	$	1,562		$	272,248
Income before income taxes	186,460			13,520		21,171		4,014			225,165
Provision for income taxes	46,590			3,604		5,535		782			56,511
Consolidated net income	139,870			9,916		15,636		3,232			168,654
Noncontrolling interests	776			153		—		—			929
Net income attributable to shareholders	$	139,094		9,763		15,636		3,232			167,725
Net income per diluted share***	$	1.56		$	0.11	$	0.18	$	0.04		$	1.88
Effective tax rate	25.0		%								25.1		%
* Other includes loss on disposition of businesses, net and gain (loss) on investments, net and impact of Tax Act.
** Other includes gain (loss) on investments, net and loss on disposition of businesses, net.
*** The sum of the components for diluted EPS, as adjusted may not agree to totals, as presented, due to rounding.

ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
	Quarter Ended
	March 30, 2019			March 31, 2018
Sales:
Global components	$	5,191,927		$	4,929,932
Global ECS	1,964,064			1,945,681
Consolidated	$	7,155,991		$	6,875,613
Operating income (loss):
Global components	$	234,532		$	229,546
Global ECS	86,718			83,806
Corporate (a)	(75,690		)	(77,357		)
Consolidated	$	245,560		$	235,995

(a) Includes restructuring, integration, and other charges of $11.7 million and $21.2 million for the first quarter of 2019 and 2018, respectively, as well as a net loss on the disposition of businesses of $0.9 million and $1.6 millionfirst quarter 2019 and 2018, respectively.

NON-GAAP SEGMENT RECONCILIATION
	Quarter Ended
	March 30, 2019		March 31, 2018
Global components operating income, as reported	$	234,532	$	229,546
Intangible assets amortization expense	9,041		8,599
Global components operating income, as adjusted	$	243,573	$	238,145
Global ECS operating income, as reported	$	86,718	$	83,806
Intangible assets amortization expense	2,889		4,921
Global ECS operating income, as adjusted	$	89,607	$	88,727

Contact:            Steven O’Brien,

Vice President, Investor Relations

303-824-4544

Media Contact:        John Hourigan,

Vice President, Global Communications

303-824-4586

EX-99.2

First Quarter 2019 CFO Commentary As reflected in our earnings release, there are a number of items that impact the comparability of First-quarter 2019 our results with those in the trailing quarter and prior quarter of last year. The discussion of our results may exclude these items to give you a sales increased 4% better sense of our operating results. As always, the operating information we provide to you year over year; and should be used as a complement to GAAP numbers. For a complete reconciliation between increased 8% year our GAAP and non-GAAP results, please refer to our earnings release and the earnings reconciliation found at the end of this document. over year adjusted The following reported and adjusted information for dispositions and included in this CFO commentary is unaudited and should be read in conjunction with the changes in FX. company’s Form 10-Q for the quarterly period ended March 30, 2019, and the Annual Report on Form 10-K as filed with the Securities and Exchange Commission. investor.arrow.com 1

First-Quarter 2019 CFO Commentary First-Quarter Summary Market conditions changed in the first quarter as customers managed their orders, inventories, and cash in anticipation of less-favorable economic Record first-quarter conditions. Record first-quarter sales were near the high end of our expectation, but the mix of products sold was skewed toward lower-value global components and commodity parts. Higher sales volumes helped to maintain profitability and will lead to higher cash flow in future quarters. global enterprise Record first-quarter global components sales were above the high end of our expectation. Global component sales increased 8% year over year adjusted for computing solutions changes in foreign currencies, and increased 5% year over year as reported. Americas sales increased 6% year over year. Europe sales increased 10% sales in all regions. year over year adjusted for changes in foreign currencies, and increased 2% year over year as reported, the 24th straight quarter of adjusted year-over-year growth. Asia sales increased 8% year over year. Global components operating income increased 6% year over year adjusted for changes in foreign currencies, and increased 2% year over year as reported. Record first-quarter enterprise computing solutions sales increased 6% year over year adjusted for three dispositions and changes in foreign currencies, and increased 1% year over year as reported. Sales were near the high end of our expectation. Americas sales increased 4% year over year as adjusted, and were flat year over year as reported. Europe sales increased 10% year over year as adjusted, and increased 2% as reported. First-quarter enterprise computing solutions operating income increased 3% year over year as adjusted, and increased 1% year over year as reported. investor.arrow.com 2

First-Quarter 2019 CFO Commentary Consolidated Overview First Quarter 2019 Y/Y Change Adjusted for P&L Highlights* Q1 2019 Y/Y Change Dispositions & Currency Q/Q Change Sales $7,156 4% 8% (10)% Gross Profit Margin 12.0% (60) bps (50) bps (30) bps Operating Income $246 4% 8% (26)% Operating Margin 3.4% flat flat (80) bps Non-GAAP Operating Income $270 (1)% 3% (24)% Non-GAAP Operating Margin 3.8% (20) bps (20) bps (70) bps Net Income $141 1% 6% (39)% Diluted EPS $1.63 4% 9% (38)% Non-GAAP Net Income $158 (6)% (1)% (30)% Non-GAAP Diluted EPS $1.84 (3)% 2% (29)% $ in millions, except per share data; may reflect rounding. Prior periods adjusted for new accounting standards. • Consolidated sales were $7.16 billion • Operating income margin was 3.4% and non-GAAP operating income margin was 3.8% – Near the high end of our prior expectation of $6.775 - $7.175 billion – Operating expenses as a percentage of sales were 8.4%, down 50 basis points year over year – Changes in foreign currencies negatively impacted sales growth by approximately $197 million or 3 – Non-GAAP operating expenses as a percentage of percentage points year over year sales were 8.3%, down 40 basis points year over year • Consolidated gross profit margin was 12.0% • Interest and other expense, net was $52 million – Down 60 basis points year over year due to higher sales mix of lower-value products in all regions for – Below our prior expectation of $58 million as global components, and higher mix of hardware relative expected benchmark rate increases did not occur to software for global enterprise computing solutions and due to some benefits from hedging activities – Down 30 basis points quarter over quarter due to higher – Increased $7 million year over year principally due sales mix of lower-value products in all regions for higher interest rates on floating-rate debt global components investor.arrow.com 3

First-Quarter 2019 CFO Commentary • Effective tax rate for the quarter was 27.5%, and non- GAAP effective tax rate was 25.6% – As we expected, non-GAAP effective tax rate was at the high end of our longer term range of 23.5-25.5% • Diluted shares outstanding were 86 million – Slightly below our prior expectation of 87 million • Diluted earnings per share were $1.63 – Within our prior expectation of $1.61 - $1.73 • Non-GAAP diluted earnings per share were $1.84 – At the low end of our prior expectation of $1.84 - $1.96 – Changes in foreign currencies negatively impacted earnings per share by approximately $.09 compared to the first quarter of 2018 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. investor.arrow.com 4

First-Quarter 2019 CFO Commentary Components Global $281 $280 $263 $262 $260 $244 $238 $240 $220 $200 $180 $160 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Non-GAAP Operating Income ($ in millions) • Sales increased 8% year over year adjusted for changes in foreign currencies - Sales increased 5% year over year Global components • Lead times remain extended, but contracted slightly from 2018 levels posted record first- • Backlog was unchanged year over year quarter sales and • Book-to-bill was 1.00, down from 1.22 in the first quarter of 2018 operating income. • Cancellation rates remain within normal ranges • Operating margin of 4.5% decreased 20 basis points year over year • Non-GAAP operating margin of 4.7% decreased 10 basis points year over year – Margin decreased in Asia and Europe • Return on working capital decreased year over year due to a short-term mismatch between working capital investments and the current demand environment investor.arrow.com 5

First-Quarter 2019 CFO Commentary Components Americas $2,200 $2,061 $2,021 $2,000 $1,938 $1,907 $1,797 $1,800 $1,600 $1,400 $1,200 $1,000 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Sales ($ in millions) • Sales increased 6% year over year – Record first-quarter sales – Strong growth in the data processing and medical Americas components devices verticals year over year sales increased 6% – Growth in the aerospace and defense, consumer, transportation, and industrial verticals, year over year year over year. investor.arrow.com 6

First-Quarter 2019 CFO Commentary Components Europe $1,503 $1,478 $1,500 $1,448 $1,399 $1,407 $1,400 $1,300 $1,200 $1,100 $1,000 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Sales ($ in millions) • Sales increased 10% year over year adjusted for changes in foreign currencies – Sales increased 2% year over year Europe components – Record first-quarter sales sales increased 10% – The aerospace and defense and transportation verticals were approximately flat year over year adjusted for changes in foreign currencies year over year adjusted for changes in foreign currencies. investor.arrow.com 7

First-Quarter 2019 CFO Commentary Components Asia $2,000 $1,899 $1,921 $1,900 $1,833 $1,782 $1,800 $1,700 $1,655 $1,600 $1,500 $1,400 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Sales ($ in millions) • Sales increased 8% year over year – Record first-quarter sales – Strong growth in the wireless vertical year over Asia components sales year – Growth in the power management and increased 8% year over transportation verticals year over year year. investor.arrow.com 8

First-Quarter 2019 CFO Commentary Enterprise Computing Solutions Global $180 $155 $160 $140 $120 $113 $100 $89 $85 $90 $80 $60 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Non-GAAP Operating Income ($ in millions) • Sales increased 6% year over year adjusted for changes in foreign currencies and dispositions – Sales increased 1% year over year as reported Enterprise computing – Record first-quarter sales • Billings increased at a high-single-digit rate year solutions sales over year adjusted for changes in foreign currencies • Operating income increased 3% year over year, and increased 6% year over non-GAAP operating income increased 1% year over year year adjusted for – Non-GAAP operating income increased 3% year over year adjusted for dispositions and changes in foreign currencies dispositions and • Operating margin of 4.4% increased 10 basis points year over year changes in foreign • Non-GAAP operating margin of 4.6% remained flat currencies. year over year • Return on working capital remains favorable investor.arrow.com 9

First-Quarter 2019 CFO Commentary Enterprise Computing Solutions Americas $1,900 $1,702 $1,700 $1,458 $1,500 $1,387 $1,300 $1,195 $1,201 $1,100 $900 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Sales ($ in millions) • Sales increased 4% year over year adjusted for a disposition and changes in foreign currencies – Sales were flat year over year as reported ECS Americas sales – Record first-quarter sales increased 4% year over – Growth in proprietary and industry-standard servers, infrastructure software across the portfolio, services, and networking year over year year adjusted for a disposition and changes in foreign currencies. investor.arrow.com 10

First-Quarter 2019 CFO Commentary Enterprise Computing Solutions Europe $1,000 $954 $900 $750 $763 $800 $721 $700 $652 $600 $500 $400 Q1-'18 Q2-'18 Q3-'18 Q4-'18 Q1-'19 Sales ($ in millions) • Sales increased 10% year over year adjusted for changes in foreign currencies and 2 dispositions. – Sales increased 2% year over year as reported ECS Europe sales – Record first-quarter sales increased 10% year – Strong growth in storage and services year over year adjusted for changes in foreign currencies over year adjusted for – Growth in infrastructure software, security, industry-standard servers, and networking year over year adjusted for changes in foreign changes in foreign currencies currencies and 2 dispositions. investor.arrow.com 11

First-Quarter 2019 CFO Commentary Cash Flow from Operations Cash flow from operating activities was negative $329 million as early-quarter purchases of higher-value inventories were not sold and collected within the quarter, and as customers preserved cash. Working Capital Working capital to sales was 19.6% in the quarter, up 200 basis points year over year. Return on working capital was 19.3% in the quarter, down 320 basis points year over year. Return on Invested Capital We repurchased Return on invested capital was 9.1% in the quarter, approximately $40 million down 100 basis points year over year, and ahead of our weighted average cost of capital. of our stock in the first Share Buyback quarter. We repurchased approximately 522,000 shares of our stock for $40 million. Total cash returned to shareholders over the last 12 months was approximately $230 million. Debt and Liquidity Net-debt-to-last-12-months EBITDA ratio is approximately 2.4x. Total liquidity of $2.4 billion when including cash of $352 million. investor.arrow.com 12

First-Quarter 2019 CFO Commentary Arrow Electronics Outlook Guidance We are expecting the average USD-to-Euro exchange rate for the second quarter of 2019 to be $1.12 to €1 compared with $1.19 to €1 in the second quarter of 2018. We estimate changes in foreign currencies will have negative impacts on growth of approximately $138 million, or 2% on sales, and $.07, or 3%, on earnings per share on a diluted basis compared to the second quarter of 2018. We are expecting interest expense will total approximately $57 million. Second-Quarter 2019 Guidance Consolidated Sales $7.525 billion to $7.925 billion Global Components $5.5 billion to $5.7 billion Global ECS $2.025 billion to $2.225 billion Diluted Earnings Per Share1 $1.71 to $1.83 Non-GAAP Diluted Earnings Per Share1 $1.94 to $2.06 1 Assumes average diluted shares outstanding of 86 million, and an average tax rate at the high end of the 23.5 to 25.5% target range. investor.arrow.com 13

First-Quarter 2019 CFO Commentary Risk Factors Information Relating to Forward-Looking The discussion of the company’s Statements business and operations should be read together with the risk factors This press release includes forward-looking statements that are subject to numerous contained in Item 1A of its 2018 assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from Annual Report on Form 10-K, filed such statements for a variety of reasons, including, but not limited to: industry conditions, company’s with the Securities and Exchange implementation of its new enterprise resource planning system, changes in product supply, pricing Commission, which describe various and customer demand, competition, other vagaries in the global components and global enterprise risks and uncertainties to which the computing solutions markets, changes in relationships with key suppliers, increased profit company is or may become subject. margin pressure, effects of additional actions taken to become more efficient or lower costs, risks related to If any of the described events occur, the integration of acquired businesses, changes in legal and regulatory matters, and the company’s ability to generate additional cash flow. Forward- the company’s business, results of looking statements are those statements which are not statements of historical fact. These forward- operations, financial condition, looking statements can be identified by forward- looking words such as “expects,” “anticipates,” liquidity, or access to the capital “intends,” “plans,” “may,” “will,” “believes,” “seeks,” “estimates,” and similar expressions. Shareholders markets could be materially adversely and other readers are cautioned not to place undue reliance on these forward-looking statements, which affected. 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, 2018. investor.arrow.com 14

First-Quarter 2019 CFO Commentary Certain Non-GAAP Financial Information In addition to disclosing financial results that are primary indicators management uses as a basis for determined in accordance with accounting evaluating the company’s financial and operating principles generally accepted in the United States performance. In addition, the company’s Board of (“GAAP”), the company also provides certain non- Directors may use this non-GAAP financial GAAP financial information relating to sales, information in evaluating management operating income, net income attributable to performance and setting management shareholders, and net income per basic and compensation. diluted share. The company provides sales, income, or expense on a non-GAAP basis The presentation of this additional non-GAAP adjusted for the impact of changes in foreign financial information is not meant to be considered currencies, intangible amortization, and the impact in isolation or as a substitute for, or alternative to, of acquisitions/dispositions by adjusting the operating income, net income attributable to company’s operating results for businesses shareholders and net income per basic and diluted acquired/disposed, including the amortization share determined in accordance with GAAP. expense related to intangible assets, as if the Analysis of results and outlook on a non-GAAP acquisitions/dispositions had occurred at the basis should be used as a complement to, and in beginning of the earliest period presented (referred conjunction with, data presented in accordance to as “impact of acquisitions” and "impact of with GAAP. dispositions"). Operating income, net income attributable to shareholders, and net income per basic and diluted share are adjusted to exclude identifiable intangible amortization, restructuring, The company believes that integration, and other charges, and certain charges, credits, gains, and losses that the such non-GAAP financial company believes impact the comparability of its results of operations. These charges, credits, information is useful to gains, and losses arise out of the company’s efficiency enhancement initiatives, acquisitions/ investors to assist in dispositions (including intangible assets assessing and understanding amortization expense), and financing activities. A reconciliation of the company’s non-GAAP the company’s operating financial information to GAAP is set forth in the tables herein. performance. 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 investor.arrow.com 15

First-Quarter 2019 CFO Commentary Earnings Reconciliation ($ in thousands, except per share data) Three months ended March 30, 2019 Reported Intangible Restructuring GAAP amortization & Integration Non-GAAP measure expense charges Other* measure Operating income $ 245,560 $ 11,930 $ 11,660 $ 866 $ 270,016 Income before income taxes 196,321 11,930 11,660 (4,482) 215,429 Provision for income taxes 53,907 3,207 2,852 (4,821) 55,145 Consolidated net income 142,414 8,723 8,808 339 160,284 Noncontrolling interests 1,679 142 — — 1,821 Net income attributable to shareholders $ 140,735 $ 8,581 $ 8,808 $ 339 $ 158,463 Net income per diluted share**** $ 1.63 $ 0.10 $ 0.10 $ — $ 1.84 Effective tax rate 27.5% 25.6% Three months ended March 31, 2018 Reported Intangible Restructuring GAAP amortization & Integration Non-GAAP measure expense charges Other ** measure Operating income $ 235,995 $ 13,520 $ 21,171 $ 1,562 $ 272,248 Income before income taxes 186,460 13,520 21,171 4,014 225,165 Provision for income taxes 46,590 3,604 5,535 782 56,511 Consolidated net income 139,870 9,916 15,636 3,232 168,654 Noncontrolling interests 776 153 — — 929 Net income attributable to shareholders $ 139,094 $ 9,763 $ 15,636 $ 3,232 $ 167,725 Net income per diluted share**** $ 1.56 $ 0.11 $ 0.18 $ 0.04 $ 1.88 Effective tax rate 25.0% 25.1% Three months ended December 31, 2018 Reported Intangible Restructuring GAAP amortization & Integration Non-GAAP measure expense charges Other*** measure Operating income $ 334,380 $ 12,261 $ 9,864 $ — $ 356,505 Income before income taxes 264,965 12,261 9,864 11,886 298,976 Provision for income taxes 32,474 3,437 4,514 31,348 71,773 Consolidated net income 232,491 8,824 5,350 (19,462) 227,203 Noncontrolling interests 1,838 142 — — 1,980 Net income attributable to shareholders $ 230,653 $ 8,682 $ 5,350 $ (19,462) $ 225,223 Net income per diluted share $ 2.63 $ 0.10 $ 0.06 $ (0.22) $ 2.57 Effective tax rate 12.3% 24.0% * Other includes loss on disposition of businesses, net, gain (loss) on investments, net and impact of Tax Act. ** Other includes gain (loss) on investments, net and loss on disposition of businesses, net. *** Other includes gain (loss) on investments, net, pension settlement and impact of Tax Act. *** The sum of the components for diluted EPS, as adjusted may not agree to totals, as presented, due to rounding. investor.arrow.com 16