Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


            Off-Balance Sheet Arrangement of a Registrant.

On December 1, 2021, Arrow Electronics, Inc. (the "Company") issued and sold $500,000,000 in aggregate principal amount of its 2.950% notes due 2032 (the "Notes") in a registered public offering pursuant to an effective Registration Statement on Form S-3 (File No. 333-253773) (the "Registration Statement") filed with the Securities and Exchange Commission. The Notes were issued pursuant to the indenture, dated as of June 1, 2017 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the third supplemental indenture, dated as of December 1, 2021 (the "Third Supplemental Indenture"), between the Company and the Trustee.

The Base Indenture, the Third Supplemental Indenture and the form of the Note are filed as Exhibits 4.1, 4.2 and 4.3, respectively, and are each incorporated herein by reference. The Base Indenture, the Third Supplemental Indenture and the form of the Note are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.




 Item 8.01. Other Events.




Underwriting Agreement

The Notes were sold pursuant to an Underwriting Agreement, dated as of November 16, 2021 (the "Underwriting Agreement"), by and among the Company and BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the offering.

The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.





Legal Opinion Letter

In connection with the offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit Number                              Description
  1.1            Underwriting Agreement, dated as of November 16, 2021, by and among
               the Company and BofA Securities, Inc., BNP Paribas Securities Corp.,
               Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as
               representatives of the underwriters.
  4.1            Indenture, dated as of June 1, 2017, by and between the Company and
               U.S. Bank National Association, as trustee (incorporated by reference
               to Exhibit 4.4 to the company's Post-effective amendment No. 1 to the
               Form S-3 dated June 1, 2017, Commission File No. 1-4482).
  4.2            Third Supplemental Indenture, dated as of December 1, 2021, by and
               between the Company and U.S. Bank National Association, as trustee.
  4.3            Form of 2.950% Note due 2032 (included in Exhibit 4.2)
  5.1            Opinion of Latham & Watkins LLP.
  23.1           Consent of Latham & Watkins LLC (included in their opinion filed as
               Exhibit 5.1).
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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