Information Relating to Forward-Looking Statements



This report includes "forward-looking statements," as the term is defined under
the federal securities laws. 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. These forward-looking statements 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: potential adverse effects of the ongoing global COVID-19
pandemic, including actions taken to contain or mitigate the impact of COVID-19,
industry conditions, changes in product supply, pricing and customer demand,
competition, other vagaries in the global components and the global enterprise
computing solutions ("ECS") markets, changes in relationships with key
suppliers, increased profit margin pressure, changes in legal and regulatory
matters, non-compliance with certain regulations, such as export, antitrust, and
anti-corruption laws, foreign tax and other loss contingencies, and the
company's ability to generate cash flow. For a further discussion of these and
other factors that could cause Arrow Electronics, Inc.'s (the "company") future
results to differ materially from any forward-looking statements, see the
section entitled "Risk Factors" in this Quarterly Report on Form 10-Q and the
company's most recent Annual Report on Form 10-K, as well as in other filings
the company makes with the Securities and Exchange Commission. 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.

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 discloses certain non-GAAP financial information, including:

•Non-GAAP sales, non-GAAP gross profit, and non-GAAP operating expenses exclude
the impact of changes in foreign currencies (referred to as "changes in foreign
currencies") by re-translating prior period results at current period foreign
exchange rates; the impact of the company's personal computer and mobility asset
disposition business (referred to as "wind down"); and the impact of notes
receivable recoveries related to the Arrow Financing Solutions ("AFS") business
(referred to as "AFS notes receivable recoveries").
•Non-GAAP operating income excludes identifiable intangible asset amortization,
restructuring, integration, and other charges (credits), AFS notes receivable
recoveries, impairments of long-lived assets, and the impact of wind down.
•Non-GAAP effective tax rate and non-GAAP net income attributable to
shareholders exclude identifiable intangible asset amortization, restructuring,
integration, and other charges (credits), AFS notes receivable recoveries, net
gains and losses on investments, certain tax adjustments, impairments of
long-lived assets, pension settlement gain, and the impact of wind down.

Management believes that providing this additional information is useful to the
reader to better assess and understand the company's operating performance,
especially when comparing results with previous periods, primarily because
management typically monitors the business adjusted for these items in addition
to GAAP results. However, analysis of results on a non-GAAP basis should be used
as a complement to, and in conjunction with, data presented in accordance with
GAAP.

Overview

The company is a global provider of products, services, and solutions to
industrial and commercial users of electronic components and enterprise
computing solutions. The company has one of the world's broadest portfolios of
product offerings available from leading electronic components and enterprise
computing solutions suppliers, coupled with a range of services, solutions, and
tools that help industrial and commercial customers introduce innovative
products, reduce their time to market, and enhance their overall
competitiveness. The company has two business segments, the global components
business segment and the global ECS business segment. The company distributes
electronic components to original equipment manufacturers and contract
manufacturers through its global components business segment and provides
enterprise computing solutions to value-added resellers, and managed service
providers through its global ECS business segment. For the third quarter of
2021, approximately 78% of the company's sales were from the global components
business segment, and approximately 22% of the company's sales were from the
global ECS business segment.

The company's financial objectives are to grow sales faster than the market,
increase the markets served, grow profits faster than sales, and increase return
on invested capital. To achieve its objectives, the company seeks to capture
significant opportunities to
                                       23
--------------------------------------------------------------------------------


grow across products, markets, and geographies. To supplement its organic growth
strategy, the company continually evaluates strategic acquisitions to broaden
its product and value-added service offerings, increase its market penetration,
and expand its geographic reach.

Executive Summary



Consolidated sales for the third quarter and first nine months of 2021 increased
by 17.7% and 25.9%, respectively, compared with the year-earlier periods. The
increase for the third quarter of 2021 was driven by a 24.8% increase in the
global components business segment sales offset by a 1.8% decrease in the global
ECS business segment sales. The increase for the first nine months of 2021 was
driven by a 35.0% increase in the global components business segment sales and a
2.5% increase in the global ECS business segment sales. Adjusted for the change
in foreign currencies, non-GAAP consolidated sales increased 16.8% and 23.0% for
the third quarter and first nine months of 2021, respectively, compared with the
year-earlier periods.

The company reported net income attributable to shareholders of $290.0 million and $737.0 million in the third quarter and first nine months of 2021, respectively, compared with $166.1 million and $348.4 million in the year-earlier periods. The following items impacted the comparability of the company's results:

Third quarters of 2021 and 2020:



•restructuring, integration, and other credits of $3.0 million in 2021 and $2.8
million in 2020;
•identifiable intangible asset amortization of $9.2 million in 2021 and $9.4
million in 2020;
•impairments of long-lived assets of $2.3 million in 2020;
•gains from wind down of business of $2.5 million in 2020;
•pension settlement gain of $1.8 million in 2020;
•tax benefit related to legislation changes and other non-recurring tax
adjustments of $4.9 million in 2020;
•AFS notes receivable reserves of $0.2 million in 2020; and
•net gain on investments of $1.4 million in 2021 and $2.7 million in 2020.

First nine months of 2021 and 2020:



•restructuring, integration, and other charges of $7.2 million in 2021 and $6.9
million in 2020;
•identifiable intangible asset amortization of $27.8 million in 2021 and $29.0
million in 2020;
•impairments of long-lived assets of $4.5 million in 2021 and $7.2 million in
2020;
•gains from wind down of business of $14.3 million in 2020;
•AFS notes receivable recoveries of $1.0 million in 2020;
•tax benefit related to legislation changes and other non-recurring tax
adjustments of $1.3 million in 2020;
•pension settlement gain of $1.8 million in 2020; and
•net gain on investments of $10.9 million in 2021 and net loss on investments of
$3.2 million in 2020.

Excluding the aforementioned items, non-GAAP net income attributable to
shareholders for the third quarter and first nine months of 2021 increased to
$293.3 million and $758.2 million, respectively, compared with $162.1 million
and $367.2 million in the year-earlier periods. Net income in the first nine
months of 2020 also included charges of approximately $32.7 million, net of tax,
primarily related to foreign tax and other loss contingencies within the global
ECS business.

Impact of the COVID-19 Pandemic



The global COVID-19 pandemic continues to create significant macroeconomic
uncertainty, volatility and disruption, including supply constraints, extended
lead times, and unpredictability across many markets. Supply chain constraints
are being caused by shortages in electronics components markets and supply chain
logistical issues resulting in extended lead times and unpredictability, which
has impacted the business. Despite these challenges, to date the company has
efficiently managed the global supply chain requirements of customers and
suppliers, and as a result, during the second and third quarters of 2021 the
company's global components business benefited from rising demand and higher
prices for certain products leading to improved profit margins globally.

Management is actively monitoring the impact of the global situation on its
financial condition, liquidity, operations, suppliers, industry and workforce.
The extent to which COVID-19 and related supply constraints will continue to
impact the company's results will depend primarily on future developments,
including the severity and duration of the crisis, and the impact of actions
taken and that will be taken to contain COVID-19 or treat its impact, among
others. These future developments are highly uncertain and cannot be predicted
with confidence, however, we currently expect component supply to remain well
below demand
                                       24
--------------------------------------------------------------------------------


in the coming quarters and through the better part of 2022. The global economic
impact from COVID-19 may adversely affect the company's results of operations in
the future and may affect the credit condition of some customers, which could
increase delays in customer payments and credit losses.

Accordingly, current results and financial condition discussed herein may not be
indicative of future operating results and trends. See the risk factors
regarding the impacts of the COVID-19 pandemic included in the company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020.

Impact on the fourth quarter of 2021



As a result of the supply chain constraints and timing of seasonal builds of
electronic devices, we expect global components sales in the fourth quarter of
2021 to be slightly below third quarter 2021 sales.

Sales



Substantially all of the company's sales are made on an order-by-order basis,
rather than through long-term sales contracts. As such, the nature of the
company's business does not provide for the visibility of material
forward-looking information from its customers and suppliers beyond a few
months. Following is an analysis of net sales by reportable segment (in
millions):
                                              Quarter Ended                                               Nine Months Ended
                                    October 2,           September 26,             %             October 2,           September 26,              %
                                       2021                  2020                Change             2021                  2020                 Change

Consolidated sales, as reported $ 8,512 $ 7,231

     17.7%          $   25,461          $       20,219               25.9  %
Impact of changes in foreign
currencies                                  -                      55                                    -                     476

Non-GAAP consolidated sales* $ 8,512 $ 7,286

     16.8%          $   25,461          $       20,695               23.0  %

Global components sales, as
reported                          $     6,624          $        5,308            24.8%          $   19,678          $       14,580               35.0  %
Impact of changes in foreign
currencies                                  -                      35                                    -                     298

Non-GAAP global components sales* $ 6,624 $ 5,342

     24.0%          $   19,678          $       14,878               32.3  %

Global ECS sales, as reported $ 1,888 $ 1,924

     (1.8)%         $    5,783          $        5,640                2.5  %
Impact of changes in foreign
currencies                                  -                      20                                    -                     178

Non-GAAP global ECS sales* $ 1,888 $ 1,944

     (2.8)%         $    5,783          $        5,818               (0.6) %


* The sum of the components for sales, as reported, and non-GAAP sales may not agree to totals, as presented, due to rounding.



Consolidated sales for the third quarter and first nine months of 2021 increased
by $1.3 billion, or 17.7%, and $5.2 billion, or 25.9%, respectively, compared
with the year-earlier periods. The increase for the third quarter of 2021 was
driven by an increase in global components segment sales of $1.3 billion, or
24.8% offset by a decrease in global ECS business segment sales of $35.1
million, or 1.8%. The increase for the first nine months of 2021 was driven by
an increase in global components segment sales of $5.1 billion, or 35.0%, and an
increase in global ECS business segment sales of $143.4 million, or 2.5%.
Non-GAAP consolidated sales, adjusted for the impact of changes in foreign
currencies, increased 16.8% and 23.0% for the third quarter and first nine
months of 2021, respectively, compared with the year-earlier periods.

The global components business capitalized on strong demand in all regions from
higher sales volumes and favorable pricing in all regions. Asia/Pacific region
sales for the third quarter and first nine months of 2021 increased 16% and 46%,
respectively. The Americas and EMEA regions each grew more than 30% during the
third quarter of 2021. Increases during the third quarter of 2021 related to
many product lines, however the company noted particularly strong demand in the
transportation, industrial, communications, computing and data networking
verticals. Changes in foreign exchange rates contributed favorably to results in
the EMEA region during 2021.

                                       25
--------------------------------------------------------------------------------


Increases in sales for the global ECS business for the first nine months of 2021
were primarily due to higher sales volumes in the EMEA region driven by stronger
demand for information technology hardware and cloud based software. Results in
the third quarter of 2021 were negatively impacted by supply chain constraints.
Gross Profit

Following is an analysis of gross profit (in millions):


                                             Quarter Ended                                              Nine Months Ended
                                   October 2,          September 26,                            October 2,          September 26,
                                      2021                 2020               % Change             2021                 2020               % Change
Consolidated gross profit, as
reported                          $    1,076          $        789             36.4%           $    3,006          $      2,267             32.6%
Impact of changes in foreign
currencies                                 -                     6                                      -                    63

Impact of wind down                        -                     -                                      -                   (11)

Non-GAAP consolidated gross
profit*                           $    1,076          $        794             35.4%           $    3,006          $      2,320             29.6%
Consolidated gross profit as a
percentage of sales, as reported        12.6  %               10.9  %         170 bps                11.8  %               11.2  %          60 bps
Non-GAAP consolidated gross
profit as a percentage of
non-GAAP sales                          12.6  %               10.9  %         170 bps                11.8  %               11.2  %          60 bps

* The sum of the components for non-GAAP gross profit may not agree to totals, as presented, due to rounding.



The company recorded gross profit of $1.1 billion and $3.0 billion in the third
quarter and first nine months of 2021, respectively, compared with $788.6
million and $2.3 billion in the year-earlier periods. During the third quarter
and first nine months of 2021, gross profit increased 36.4% and 32.6%,
respectively, on a GAAP basis, and 35.4% and 29.6%, respectively, on a non-GAAP
basis, compared with the year-earlier periods. Gross profit margins in the third
quarter and first nine months increased by 170 bps and 60 bps, on a GAAP and
non-GAAP basis respectively, compared with the year-earlier periods.

The increases in gross profit margins during the third quarter related primarily
to significant improvements in pricing and margins during the third quarter in
both the Asia/Pacific and Americas regions, due in part to the current market
conditions, product mix, and the global supply chain issues discussed above, as
well as the company's ability to secure inventory to meet the strong demand.
Growing demand in services offerings globally continued to have a positive
impact on gross margins during the third quarter and first nine months of 2021
compared with the year-earlier periods.

The company is currently experiencing benefits to gross margins in the global components business due to the factors discussed above, which may not be representative of future trends or conditions. As such, the current gross margins may not be sustainable.


                                       26
--------------------------------------------------------------------------------

Selling, General, and Administrative Expenses and Depreciation and Amortization

Following is an analysis of operating expenses (in millions):


                                            Quarter Ended                                            Nine Months Ended
                                  October 2,          September 26,            %             October 2,          September 26,            %
                                     2021                 2020               Change             2021                 2020               Change
Selling, general, and
administrative expenses, as
reported                         $      626          $        504            24.1%          $    1,803          $      1,540             17.1%
Depreciation and amortization,
as reported                              48                    47             2.8%                 147                   141             4.5%

Operating expenses, as reported* $ 674 $ 551

 22.3%          $    1,949          $      1,680             16.0%
Impact of changes in foreign
currencies                                -                     6                                    -                    41

Impact of wind down                       -                     2                                    -                     3
AFS notes receivable recoveries           -                     -                                    -                     1

Non-GAAP operating expenses* $ 674 $ 559

  20.6%          $    1,949          $      1,725             13.0%
Operating expenses as a
percentage of sales, as reported        7.9  %                7.6  %         30 bps                7.7  %                8.3  %        (60) bps
Non-GAAP operating expenses as a
percentage of non-GAAP sales            7.9  %                7.7  %         20 bps                7.7  %                8.3  %        (60) bps


*The sum of the components for selling, general, and administrative expenses and
depreciation and amortization, as reported, and non-GAAP operating expenses may
not agree to totals, as presented, due to rounding.
Selling, general, and administrative expenses increased by $121.7 million, or
24.1%, and $263.0 million, or 17.1%, in the third quarter and first nine months
of 2021, respectively, on a sales increase of 17.7% and 25.9% compared with the
year-earlier periods. Operating expense, as a percentage of sales, increased 30
bps and decreased 60 bps for the third quarter and first nine months of 2021,
respectively, compared with the year-earlier periods. Non-GAAP operating
expense, as a percentage of non-GAAP sales, increased 20 bps and decreased 60
bps for the third quarter and first nine months of 2021, respectively, compared
with the year-earlier periods.

During the first nine months of 2021 and 2020, the company received
$12.5 million and $2.4 million, respectively, in settlement funds in connection
with certain class action claims (Refer to Note J), which were recorded within
selling, general, and administrative expenses.

Increases in operating expense as a percentage of sales during the third quarter
of 2021 relate primarily to investments to grow the company's sales, higher
variable costs related to higher margin product and services sold during the
quarter, and some increased costs related to the global supply chain
environment. Decreases in operating expense as a percentage of sales during the
first nine months of 2021 relate primarily to operating leverage the company
generates when sales are growing, and the settlement funds discussed above,
partially offset by the increases in costs experienced during the third quarter
of 2021.

Depreciation and amortization expense as a percentage of operating expenses was
7.1% and 7.5% for the third quarter and first nine months of 2021, respectively,
compared with 8.5% and 8.4% in the year-earlier periods. Included in
depreciation and amortization expense is identifiable intangible asset
amortization of $9.2 million and $27.8 million for the third quarter and first
nine months of 2021, respectively, compared to $9.4 million and $29.0 million in
the year-earlier periods.

Restructuring, Integration, and Other Charges (Credits)



Restructuring initiatives and integration costs are due to the company's
continued efforts to lower costs, drive operational efficiency, integrate any
acquired businesses, and the consolidation of certain operations, as necessary.
The company recorded restructuring, integration, and other charges (credits) of
$(3.0) million and $7.2 million, and $(2.8) million and $6.9 million for the
third quarter and first nine months of 2021 and 2020, respectively.

As of October 2, 2021, the company does not anticipate there will be any material adjustments relating to the aforementioned restructuring and integration plans. Refer to Note G, "Restructuring, Integration, and Other Charges (Credits)," of the Notes to the Consolidated Financial Statements for further discussion of the company's restructuring and integration activities.


                                       27
--------------------------------------------------------------------------------

Operating Income

Following is an analysis of operating income (in millions):


                                         Quarter Ended                                             Nine Months Ended
                               October 2,          September 26,            %              October 2,          September 26,             %
                                  2021                 2020               Change              2021                 2020                Change
Consolidated operating
income, as reported           $      405          $        238             70.0%          $    1,045          $        573                82.3  %
Identifiable intangible asset
amortization                           9                     9                                    28                    29
Restructuring, integration,
and other charges (credits)           (3)                   (3)                                    7                     7

AFS notes receivable
recoveries                             -                     -                                     -                    (1)

Impairments                            -                     2                                     4                     7
Impact of wind down                    -                    (2)                                    -                   (14)
Non-GAAP consolidated
operating income*             $      411          $        244             68.3%          $    1,084          $        601              80.4%
Consolidated operating income
as a percentage of sales, as
reported                             4.8  %                3.3  %         150 bps                4.1  %                2.8  %          130 bps
Non-GAAP consolidated
operating income, as a
percentage of sales,
excluding wind down                  4.8  %                3.4  %         140 bps                4.3  %                3.0  %          130 bps



The company recorded operating income of $404.9 million, or 4.8% of sales, and
operating income of $1.0 billion, or 4.1% of sales, in the third quarter and
first nine months of 2021, respectively, compared with operating income of
$238.2 million, or 3.3% of sales, and operating income of $573.1 million, or
2.8% of sales, in the year-earlier periods. Non-GAAP operating income was $411.0
million, or 4.8% of sales, and $1.1 billion, or 4.3% of sales, in the third
quarter and first nine months of 2021, compared with non-GAAP operating income
of $244.3 million, or 3.4% of sales, and $601.0 million, or 3.0% of sales, in
the year-earlier periods.

Non-GAAP operating income, as a percentage of sales, increased 140 bps and 130
bps for the third quarter and first nine months of 2021, respectively, primarily
due to increases in sales volumes and prices from the global components
business. The increase in operating margins are also impacted by the reserves
and other adjustments related to foreign tax and other loss contingencies
recorded within the global ECS business during the first quarter of 2020 (Refer
to Note J). These reserves are principally associated with transactional taxes
on activity from several prior years, not significant to any one year. During
the third quarter and first nine months of 2021, respectively, changes in
foreign currencies had a positive impact on operating income of approximately
$0.4 million and $21.4 million when compared to the year-earlier periods.

Gain (Loss) on Investments, Net



During the third quarter and first nine months of 2021 and 2020, respectively,
the company recorded a gain of $1.4 million and $10.9 million, and a gain of
$2.7 million and loss of $3.2 million, respectively, which are primarily related
to changes in fair value of assets related to the Arrow SERP pension plan, which
consist primarily of life insurance policies and mutual fund assets.

Interest and Other Financing Expense, Net



The company recorded net interest and other financing expense of $32.7 million
and $97.0 million for the third quarter and first nine months of 2021,
respectively, compared with $30.5 million and $105.6 million in the year-earlier
periods. The increase for the third quarter of 2021 primarily relates to higher
borrowings and interest rates on short term credit facilities. The decrease for
the first nine months of 2021 primarily relates to lower borrowings and interest
rates on short term credit facilities, partially offset by a decrease in
interest income. The decrease in interest income is primarily attributable to
lower average cash balances and lower interest rates within the company's cash
pooling arrangements.

                                       28
--------------------------------------------------------------------------------

Income Tax



Income taxes for the interim periods presented have been included in the
accompanying consolidated financial statements on the basis of an estimated
annual effective tax rate. The determination of the consolidated provision for
income taxes requires management to make certain judgments and estimates.
Changes in the estimated level of annual pre-tax earnings, tax laws, and changes
resulting from tax audits can affect the overall effective income tax rate,
which impacts the level of income tax expense and net income. Judgments and
estimates related to the company's projections and assumptions are inherently
uncertain, therefore, actual results could differ from projections.

Following is an analysis of effective income tax rate:


                                                               Quarter Ended                                          Nine Months Ended
                                                  October 2,                  September 26,               October 2,                September 26,
                                                     2021                         2020                       2021                       2020
Effective income tax rate                                  22.2  %                       21.2  %                 22.8  %                       24.5  %
Identifiable intangible asset amortization                  0.1  %                        0.2  %                  0.1  %                        0.1  %
Restructuring, integration, and other
charges (credits)                                             -  %                       (0.1) %                    -  %                        0.1  %

Impairments                                                   -  %                          -  %                    -  %                        0.1  %
Impact of wind down                                           -  %                       (0.1) %                    -  %                        0.1  %
Pension settlement gain                                       -  %                       (0.1) %                    -  %                          -  %
Impact of tax legislation changes                             -  %                        2.3  %                    -  %                        0.3  %
Non-GAAP effective income tax rate*                        22.3  %                       23.6  %                 22.8  %                       25.1  %


* The sum of the components for non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.



The company's effective tax rate deviates from the statutory U.S. federal income
tax rate mainly due to the mix of foreign taxing jurisdictions in which the
company operates and where its foreign subsidiaries generate taxable income,
among other things. The change in the effective tax rate from 21.2% and 24.5%
for the third quarter and first nine months of 2020, respectively, to 22.2% and
22.8% for the third quarter and first nine months of 2021, respectively, is
primarily driven by discrete items, such as the out-of-period tax contingencies,
and changes in the mix of tax jurisdictions where taxable income is generated.
The non-GAAP effective tax rate for the first nine months of 2020 includes
approximately $7.4 million in discrete tax items related to the foreign tax and
other loss contingencies.

Net Income Attributable to Shareholders



Following is an analysis of net income attributable to shareholders (in
millions):
                                                         Quarter Ended                              Nine Months Ended
                                               October 2,           September 26,          October 2,           September 26,
                                                  2021                  2020                  2021                  2020
Net income attributable to shareholders, as
reported                                     $       290          $          166          $      737          $          348
Identifiable intangible asset amortization*            9                       9                  27                      28
Restructuring, integration, and other
charges (credits)                                     (3)                     (3)                  7                       7

 (Gain) loss on investments, net                      (1)                     (3)                (11)                      3
AFS notes receivable recoveries                        -                       -                   -                      (1)

Impairments                                            -                       2                   4                       7
Impact of wind down                                    -                      (2)                  -                     (14)

 Pension settlement gain                               -                      (2)                  -                      (2)
Tax effect of adjustments above                       (1)                      -                  (7)                     (9)
Impact of tax legislation changes                      -                      (5)                  -                      (1)
Non-GAAP net income attributable to
shareholders**                               $       293          $         

162 $ 758 $ 367




* Identifiable intangible asset amortization also excludes amortization related
to the noncontrolling interest.
** The sum of the components for non-GAAP net income attributable to
shareholders may not agree to totals, as presented, due to rounding.

The company recorded net income attributable to shareholders of $290.0 million and $737.0 million in the third quarter and first nine months of 2021, respectively, compared with $166.1 million and $348.4 million in the year-earlier periods. Non-GAAP net


                                       29
--------------------------------------------------------------------------------


income attributable to shareholders was $293.3 million and $758.2 million for
the third quarter and first nine months of 2021, respectively, compared with
$162.1 million and $367.2 million in the year-earlier periods. During the third
quarter and first nine months of 2021, changes in foreign currencies had a
positive impact on net income of approximately $0.2 million and $15.8 million
when compared to the year-earlier periods.

Liquidity and Capital Resources



At October 2, 2021 and December 31, 2020, the company had cash and cash
equivalents of $215.9 million and $373.6 million, respectively, of which $203.1
million and $140.1 million, respectively, were held outside the United
States. Liquidity is affected by many factors, some of which are based on normal
ongoing operations of the company's business and some of which arise from
fluctuations related to global economics and markets. Cash balances are
generated and held in many locations throughout the world.

To achieve greater cash management agility and to further advance business
objectives, during the fourth quarter of 2019, the company reversed its
assertion to indefinitely reinvest a certain portion of its foreign earnings, of
which approximately $2.3 billion are available for distribution in future
periods as of October 2, 2021. The company continues to indefinitely reinvest
$2.3 billion of undistributed earnings of its foreign subsidiaries. If the
indefinitely reinvested earnings were to be distributed to the United States,
the company would be required to pay withholding and other taxes. Additionally,
local government regulations may restrict the company's ability to move cash
balances to meet cash needs under certain circumstances. However, the company
currently does not expect such regulations and restrictions to impact its
ability to make acquisitions or to conduct operations throughout the global
organization.

During the first nine months of 2021, the net amount of cash provided by the
company's operating activities was $391.1 million, the net amount of cash used
for investing activities was $39.7 million, and the net amount of cash used for
financing activities was $474.4 million. The effect of exchange rate changes on
cash was a decrease of $34.7 million.

During the first nine months of 2020, the net amount of cash provided by the
company's operating activities was $1.2 billion, the net amount of cash used for
investing activities was $104.1 million, and the net amount of cash used for
financing activities was $1.1 billion. The effect of exchange rate changes on
cash was an increase of $5.4 million.

Cash Flows from Operating Activities

The company maintains a significant investment in accounts receivable and inventories. As a percentage of total assets, accounts receivable and inventories were approximately 75.5% at October 2, 2021 and 73.3% at December 31, 2020.



The net amount of cash provided by the company's operating activities during the
first nine months of 2021 and 2020 was $391.1 million and $1.2 billion,
respectively. The change in cash provided by operating activities during 2021,
compared to the year-earlier period, relates primarily to the timing of
payments, increasing growth in customer demand in certain regions, and a
corresponding increase in working capital, including inventory, which is
consistent with the company's historical counter-cyclical cash flow in which the
company generates less cash flow in periods of increased demand.

Working capital as a percentage of sales, which the company defines as accounts
receivable, net, plus inventory, net, less accounts payable, divided by
annualized sales, was 15.2% in the third quarter of 2021 compared with 15.0% in
the third quarter of 2020.

Cash Flows from Investing Activities



The net amount of cash used for investing activities during the first nine
months of 2021 was $39.7 million. The primary source of cash from investing
activities was $22.2 million of proceeds from the sale of a distribution
warehouse in the EMEA region. The primary use of cash for investing activities
included $62.3 million for capital expenditures. Capital expenditures for the
first nine months of 2021 primarily include expenditures related to investments
in internally developed software and website functionality and the build out of
the company's distribution centers.

The net amount of cash used for investing activities during the first nine
months of 2020 was $104.1 million. The primary use of cash from investing
activities included $89.6 million for capital expenditures. Capital expenditures
for the first nine months of 2020 primarily include expenditures related to the
build out of the company's distribution centers and investments in internally
developed software.

                                       30
--------------------------------------------------------------------------------

Cash Flows from Financing Activities



The net amount of cash used for financing activities during the first nine
months of 2021 was $474.4 million. The uses of cash from financing activities
included $661.5 million of repurchases of common stock, $130.9 million of
repayments of the principal amount of the company's 5.125% notes due March 2021,
and $16.0 million of net payments for short-term borrowings. The primary sources
of cash from financing activities during the third quarter of 2021 were $289.2
million of net proceeds from long-term borrowings and $44.9 million of proceeds
from the exercise of stock options.

The net amount of cash used for financing activities during the first nine
months of 2020 was $1.1 billion. The uses of cash from financing activities
included $86.2 million of net payments from short-term borrowings, $411.4
million of net payments for long-term borrowings, $48.4 million of payments upon
the settlement of forward starting interest rate swaps, $209.4 million of
repayments of the principal amount of the company's 6.00% notes due April 2020,
and $384.8 million of repurchases of common stock. The primary source of cash
from financing activities during the third quarter of 2020 was $6.0 million of
proceeds from the exercise of stock options.

The company has a $2.0 billion revolving credit facility that may be used by the
company for general corporate purposes including working capital in the ordinary
course of business, letters of credit, repayment, prepayment or purchase of
long-term indebtedness, acquisitions, and as support for the company's
commercial paper program, as applicable. In September 2021, the company amended
its revolving credit facility and, among other things, extended its term to
mature in September 2026. Interest on borrowings under the revolving credit
facility is calculated using a base rate or a Eurocurrency rate plus a spread
(1.08% at October 2, 2021), which is based on the company's credit ratings, or
an effective interest rate of 1.22% at October 2, 2021. The facility fee, which
is based on the company's credit ratings, was .175% of the total borrowing
capacity at October 2, 2021. The company had $35.0 million in outstanding
borrowings under the revolving credit facility at October 2, 2021 and no
outstanding borrowings under the revolving credit facility at December 31, 2020.
During the first nine months of 2021 and 2020, the average daily balance
outstanding under the revolving credit facility was $10.9 million and $20.5
million, respectively.

The company has a commercial paper program and the maximum aggregate balance of
commercial paper outstanding may not exceed the borrowing capacity of $1.2
billion. The company had no outstanding borrowings under this program at
October 2, 2021 and December 31, 2020, respectively. During the first nine
months of 2021 and 2020, the average daily balance outstanding under the
commercial paper program was $225.4 million and $62.6 million, respectively. The
program had a weighted-average effective interest rate of .28% at October 2,
2021.

The company has a North American asset securitization program collateralized by
accounts receivable of certain of its subsidiaries. In March 2021, the company
amended its asset securitization program and, among other things, increased its
borrowing capacity from $1.2 billion to $1.25 billion and extended its term to
mature to March 2024. The program is conducted through Arrow Electronics Funding
Corporation ("AFC"), a wholly-owned, bankruptcy remote subsidiary. The program
does not qualify for sale treatment. Accordingly, the accounts receivable and
related debt obligation remain on the company's consolidated balance sheets.
Interest on borrowings is calculated using a base rate, or a commercial paper
rate, plus a spread (.45% at October 2, 2021), or an effective interest rate of
.55% at October 2, 2021. The facility fee is .40% of the total borrowing
capacity. At October 2, 2021, the company had $255.0 million of outstanding
borrowings under the North American asset securitization program. At
December 31, 2020, the company had no outstanding borrowings under the North
American asset securitization program. During the first nine months of 2021 and
2020, the average daily balance outstanding under the North American asset
securitization program was $331.5 million and $396.9 million, respectively.

Both the revolving credit facility and North American asset securitization
program include terms and conditions that limit the incurrence of additional
borrowings and require that certain financial ratios be maintained at designated
levels. As of October 2, 2021, the company was in compliance with all such
financial covenants.

The company has $200.0 million in uncommitted lines of credit. There were no
outstanding borrowings under the uncommitted lines of credit at October 2, 2021
and December 31, 2020, respectively. These borrowings are provided on a
short-term basis and the maturity is agreed upon between the company and the
lender. The lines had a weighted-average effective interest rate of 1.50% at
October 2, 2021. During the first nine months of 2021 and 2020, the average
daily balance outstanding under the uncommitted lines of credit was $0.1 million
and $7.9 million, respectively.

In May 2019, the company entered into a series of ten-year forward-starting
interest rate swaps (the "2019 swaps"), which locked in an average treasury rate
of 2.33% on a total aggregate notional amount of $300.0 million. The 2019 swaps
were designated as cash flow hedges managing the risk of variability in interest
rates of future expected debt issuance by June 2020. In February 2020, the
company determined that certain of the forecasted cash flows were no longer
probable and de-designated the hedging
                                       31
--------------------------------------------------------------------------------


relationship. In February 2020, the company re-designated the 2019 swaps in a
new cash flow hedge managing the risk of variability in interest rates of future
expected debt issuance by June 2023.

In April 2020, the company entered into a series of ten-year forward-starting
interest rate swaps (the "April 2020 swaps"), which locked in an average swap
rate of 0.97% on a total aggregate notional amount of $300.0 million and expire
in December 2024. The April 2020 swaps were designated as cash flow hedges
managing the risk of variability in interest rates of future expected debt
issuance by December 2025.

In May 2020, the company entered into a series of ten-year forward-starting
interest rate swaps (the "May 2020 swaps"), which locked in an average swap rate
of 0.90% on a total aggregate notional amount of $300.0 million and expire in
June 2022. The May 2020 swaps were designated as cash flow hedges managing the
risk of variability in interest rates of future expected debt issuance by June
2023.

During March 2021, the company repaid $130.9 million principal amount of its 5.125% notes due March 2021.

During April 2020, the company repaid $209.4 million principal amount of its 6.00% notes due April 2020.



In the normal course of business, certain of the company's subsidiaries have
agreements to sell, without recourse, selected trade receivables to financial
institutions. The company does not retain financial or legal interests in these
receivables, and, accordingly, they are accounted for as sales of the related
receivables and the receivables are removed from the company's consolidated
balance sheets.

Management believes that the company's current cash availability, its current
borrowing capacity under its revolving credit facility and asset securitization
programs, and its expected ability to generate future operating cash flows are
sufficient to meet its projected cash flow needs for the foreseeable future. The
company's current committed and undrawn liquidity stands at over $3.0 billion in
addition to $215.9 million of cash on hand at October 2, 2021. The company also
may issue debt or equity securities in the future and management believes the
company will have adequate access to the capital markets, if needed. The company
continually evaluates its liquidity requirements and would seek to amend its
existing borrowing capacity or access the financial markets as deemed necessary.

Contractual Obligations



The company has contractual obligations for short-term and long-term debt,
interest on short-term and long-term debt, operating leases, purchase
obligations, and certain other long-term liabilities that were summarized in a
table of Contractual Obligations in the company's Annual Report on Form 10-K for
the year ended December 31, 2020. Since December 31, 2020, there were no
material changes to the contractual obligations of the company outside the
ordinary course of the company's business, except as follows:

•During the first quarter of 2021, the company repaid $130.9 million principal amount of its 5.125% notes due March 2021.



•During the first quarter of 2021, the company amended its asset securitization
program and, among other things, increased its borrowing capacity from $1.2
billion to $1.25 billion and extended its term to mature in March 2024. The
company had $255.0 million in outstanding borrowings under the North American
asset securitization program at October 2, 2021 and no outstanding borrowings
under the North American asset securitization program at December 31, 2020.

•During the third quarter of 2021, the company amended its revolving credit
facility and, among other things, extended its term to mature in September 2026.
The company had $35.0 million in outstanding borrowings under the revolving
credit facility at October 2, 2021 and no outstanding borrowings under the
revolving credit facility at December 31, 2020.

                                       32
--------------------------------------------------------------------------------

Share-Repurchase Programs

The following table shows the company's Board approved share-repurchase programs as of October 2, 2021 (in thousands):


                                                                                                                 Approximate
                                                                                                               Dollar Value of
                                                                                                               Shares that May
                                                                                                                   Yet be
                                                               Dollar Value           Dollar Value of             Purchased
                                                               Approved for               Shares                  Under the
               Month of Board Approval                          Repurchase              Repurchased                Program

December 2018                                                $      600,000          $      600,000          $              -
July 2020                                                           600,000                 600,000                         -
July 2021                                                           600,000                 186,532                   413,468
Total                                                        $    1,800,000          $    1,386,532          $        413,468

Off-Balance Sheet Arrangements



During the first quarter of 2020, the company entered into an EMEA asset
securitization program under which it will continuously sell its interest in
designated pools of trade accounts receivables of certain of its subsidiaries in
the EMEA region, at a discount, to a special purpose entity, which in turn sells
certain of the receivables to unaffiliated financial institutions and conduits
administered by such unaffiliated financial institutions on a monthly basis.
Refer to Note D "Accounts Receivables" of the Notes to the Consolidated
Financial Statements for further discussion of the EMEA asset securitization
program.

Critical Accounting Policies and Estimates



The company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the company to make significant estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
and expenses and related disclosure of contingent assets and liabilities. The
company evaluates its estimates on an ongoing basis. The company bases its
estimates on historical experience and on various other assumptions that are
believed reasonable under the circumstances; the results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

There were no significant changes during the third quarter of 2021 to the items
disclosed as Critical Accounting Policies and Estimates in Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
company's Annual Report on Form 10-K for the year ended December 31, 2020.
                                       33

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses