e10vq
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 2009
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-4482
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
     
New York
(State or other jurisdiction of
incorporation or organization)
  11-1806155
(I.R.S. Employer
Identification Number)
     
50 Marcus Drive, Melville, New York
(Address of principal executive offices)
  11747
(Zip Code)
(631) 847-2000
(Registrant’s telephone number, including area code)
No Changes
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ      No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer þ Accelerated filer o 
Non-accelerated filer o (do not check if a smaller reporting company) Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ
There were 119,630,955 shares of Common Stock outstanding as of July 24, 2009.
 
 

 


 

ARROW ELECTRONICS, INC.
INDEX
                         
                    Page  
Part I.   Financial Information        
               
 
       
        Item 1.          
                    3  
                    4  
                    5  
                    6  
               
 
       
        Item 2.       24  
               
 
       
        Item 3.       31  
               
 
       
        Item 4.       33  
               
 
       
Part II.   Other Information        
               
 
       
        Item 1A.       34  
               
 
       
        Item 2.       34  
               
 
       
        Item 4.       34  
               
 
       
        Item 6.       36  
               
 
       
Signature      
 
    37  
 EX-31.I
 EX-31.II
 EX-32.I
 EX-32.II

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
                                 
    Quarter Ended     Six Months Ended  
    July 4,     June 30,     July 4,     June 30,  
    2009     2008     2009     2008  
 
                               
Sales
  $ 3,391,823     $ 4,347,477     $ 6,809,251     $ 8,375,968  
 
                       
 
                               
Costs and expenses:
                               
Cost of products sold
    2,989,629       3,735,006       5,976,061       7,177,206  
Selling, general and administrative expenses
    315,028       421,839       644,142       827,351  
Depreciation and amortization
    16,716       17,478       33,343       34,695  
Restructuring and integration charge
    19,252       8,196       43,270       14,674  
Preference claim from 2001
    -       -       -       12,941  
 
                       
 
    3,340,625       4,182,519       6,696,816       8,066,867  
 
                       
Operating income
    51,198       164,958       112,435       309,101  
Equity in earnings of affiliated companies
    1,027       932       1,350       3,286  
Interest and other financing expense, net
    17,082       24,129       40,117       49,201  
 
                       
Income before income taxes
    35,143       141,761       73,668       263,186  
Provision for income taxes
    14,061       45,418       25,850       80,938  
 
                       
Consolidated net income
    21,082       96,343       47,818       182,248  
Noncontrolling interests
    (15 )     128       (20 )     162  
 
                       
Net income attributable to shareholders
  $ 21,097     $ 96,215     $ 47,838     $ 182,086  
 
                       
 
                               
Net income per share:
                               
Basic
  $ .18     $ .79     $ .40     $ 1.49  
 
                       
Diluted
  $ .18     $ .79     $ .40     $ 1.48  
 
                       
 
                               
Average number of shares outstanding:
                               
Basic
    119,783       121,379       119,675       122,078  
Diluted
    120,317       122,157       120,042       122,996  
See accompanying notes.

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ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
                 
    July 4,     December 31,  
    2009     2008 (A)  
    (Unaudited)          
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 908,427     $ 451,272  
Accounts receivable, net
    2,536,391       3,087,290  
Inventories
    1,359,258       1,626,559  
Prepaid expenses and other assets
    193,709       180,647  
 
           
Total current assets
    4,997,785       5,345,768  
 
           
 
               
Property, plant and equipment, at cost:
               
Land
    25,021       25,127  
Buildings and improvements
    145,772       147,138  
Machinery and equipment
    757,523       698,156  
 
           
 
    928,316       870,421  
Less: Accumulated depreciation and amortization
    (479,244 )     (459,881 )
 
           
Property, plant and equipment, net
    449,072       410,540  
 
           
 
               
Investments in affiliated companies
    49,930       46,788  
Cost in excess of net assets of companies acquired
    901,998       905,848  
Other assets
    404,777       409,341  
 
           
Total assets
  $ 6,803,562     $ 7,118,285  
 
           
 
               
LIABILITIES AND EQUITY
               
Current liabilities:
               
Accounts payable
  $ 2,185,400     $ 2,459,922  
Accrued expenses
    342,530       455,547  
Short-term borrowings, including current portion of long-term debt
    44,582       52,893  
 
           
Total current liabilities
    2,572,512       2,968,362  
 
           
Long-term debt
    1,216,439       1,223,985  
Other liabilities
    248,489       248,888  
 
               
Equity:
               
Shareholders’ equity:
               
Common stock, par value $1:
               
Authorized - 160,000 shares in 2009 and 2008
               
Issued - 125,286 and 125,048 shares in 2009 and 2008, respectively
    125,286       125,048  
Capital in excess of par value
    1,041,066       1,035,302  
Treasury stock (5,678 and 5,740 shares in 2009 and 2008, respectively), at cost
    (186,307 )     (190,273 )
Retained earnings
    1,618,843       1,571,005  
Foreign currency translation adjustment
    190,504       172,528  
Other
    (23,594 )     (36,912 )
 
           
Total shareholders’ equity
    2,765,798       2,676,698  
Noncontrolling interests
    324       352  
 
           
Total equity
    2,766,122       2,677,050  
 
           
Total liabilities and equity
  $ 6,803,562     $ 7,118,285  
 
           
 
(A)
Prior period amounts have been reclassified to conform to the current year presentation as a result of the adoption of Statement of Financial Accounting Standards No. 160. See Note A of the Notes to the Consolidated Financial Statements for additional information.
See accompanying notes.

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ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
                 
    Six Months Ended  
    July 4,     June 30,  
    2009     2008  
 
               
Cash flows from operating activities:
               
Consolidated net income
  $ 47,818     $ 182,248  
Adjustments to reconcile consolidated net income to net cash provided by operations:
               
Depreciation and amortization
    33,343       34,695  
Amortization of stock-based compensation
    13,047       9,674  
Amortization of deferred financing costs and discount on notes
    1,110       1,142  
Equity in earnings of affiliated companies
    (1,350 )     (3,286 )
Deferred income taxes
    17,667       (2,756 )
Restructuring and integration charge
    32,193       10,088  
Preference claim from 2001
    -       7,822  
Excess tax benefits from stock-based compensation arrangements
    2,157       (231 )
Change in assets and liabilities, net of effects of acquired businesses:
               
Accounts receivable
    546,654       155,545  
Inventories
    263,663       (127,723 )
Prepaid expenses and other assets
    (8,773 )     (14,201 )
Accounts payable
    (253,465 )     (157,095 )
Accrued expenses
    (143,462 )     59,227  
Other
    (13,613 )     (13,341 )
 
           
Net cash provided by operating activities
    536,989       141,808  
 
           
 
               
Cash flows from investing activities:
               
Acquisition of property, plant and equipment
    (72,369 )     (69,371 )
Cash consideration paid for acquired businesses
    -       (273,114 )
Proceeds from sale of facilities
    1,153       -  
Other
    (272 )     (208 )
 
           
Net cash used for investing activities
    (71,488 )     (342,693 )
 
           
 
               
Cash flows from financing activities:
               
Change in short-term borrowings
    (7,389 )     8,284  
Repayment of revolving credit facility borrowings
    (29,400 )     (1,424,650 )
Proceeds from revolving credit facility borrowings
    29,280       1,543,677  
Proceeds from exercise of stock options
    837       2,834  
Excess tax benefits from stock-based compensation arrangements
    (2,157 )     231  
Repurchases of common stock
    (2,145 )     (102,661 )
 
           
Net cash provided by (used for) financing activities
    (10,974 )     27,715  
 
           
 
               
Effect of exchange rate changes on cash
    2,628       9,922  
 
           
Net increase (decrease) in cash and cash equivalents
    457,155       (163,248 )
 
               
Cash and cash equivalents at beginning of period
    451,272       447,731  
 
           
Cash and cash equivalents at end of period
  $ 908,427     $ 284,483  
 
           
See accompanying notes.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Note A – Basis of Presentation
The accompanying consolidated financial statements of Arrow Electronics, Inc. (the “company” or “Arrow”) were prepared in accordance with accounting principles generally accepted in the United States and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at and for the periods presented. The consolidated results of operations for the interim periods are not necessarily indicative of results for the full year.
The company evaluated subsequent events through July 29, 2009, the issuance date of these consolidated financial statements.
These consolidated financial statements do not include all the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with the company’s Form 10-Q for the quarterly period ended April 4, 2009, as well as the audited consolidated financial statements and accompanying notes for the year ended December 31, 2008, as filed in the company’s Annual Report on Form 10-K.
Noncontrolling Interests
Effective January 1, 2009, the company adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“Statement No. 160”). Statement No. 160 requires that noncontrolling interests be reported as a component of shareholders’ equity; net income attributable to the parent and the noncontrolling interest be separately identified in the consolidated results of operations; changes in a parent’s ownership interest be treated as equity transactions if control is maintained; and upon a loss of control, any gain or loss on the interest be recognized in the consolidated results of operations. Statement No. 160 also requires expanded disclosures to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The adoption of the provisions of Statement No. 160 did not materially impact the company’s consolidated financial position and results of operations. Prior period amounts were reclassified to conform to the current period presentation.
Quarter-end
During 2009, the company began operating on a revised quarterly reporting calendar that closes on the Saturday following the end of the calendar quarter. The second quarter of 2009 includes the period from April 5, 2009 through July 4, 2009. There were 63 shipping days for the second quarter of 2009 and 64 shipping days for the second quarter of 2008. The first half of 2009 includes the period from January 1, 2009 through July 4, 2009. There were 128 shipping days for both the first half of 2009 and 2008.
Reclassification
Certain prior period amounts were reclassified to conform to the current period presentation.
Note B – Impact of Recently Issued Accounting Standards
In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140” (“Statement No. 166”). Statement No. 166, among other things, eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures about transfers of financial assets. Statement No. 166 is effective for annual reporting periods beginning after November 15, 2009. The adoption of the provisions of Statement No. 166 is not anticipated to impact the company’s consolidated financial position and results of operations.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. (“FIN”) 46(R)” (“Statement No. 167”). Statement No. 167, among other things, requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a variable interest entity (“VIE”), amends FIN 46(R)’s consideration of related party relationships in the determination of the primary beneficiary of a VIE, amends certain guidance in FIN 46(R) for determining whether an entity is a VIE, requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE, and requires enhanced disclosures about an enterprise’s involvement with a VIE. Statement No. 167 is effective for annual reporting periods beginning after November 15, 2009. The company is currently evaluating the impact of adopting the provisions of Statement No. 167.
In June 2009, the FASB issued FASB Statement No. 168, “The FASB Accounting Standards Codification (“Codification”) and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”), a replacement of FASB Statement No. 162” (“Statement No. 168”). Statement No. 168 establishes the Codification as the single source of authoritative GAAP in the United States, other than rules and interpretive releases issued by the SEC. The Codification is a reorganization of current GAAP into a topical format that eliminates the current GAAP hierarchy and establishes instead two levels of guidance – authoritative and nonauthoritative. All non-grandfathered, non-SEC accounting literature that is not included in the Codification will become nonauthoritative. The FASB’s primary goal in developing the Codification is to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular accounting topic in one place. The Codification will be effective for interim and annual periods ending after September 15, 2009. As the Codification is not intended to change or alter existing GAAP, it is not anticipated to impact the company’s consolidated financial position and results of operations.
Note C – Acquisitions
Effective January 1, 2009, the company adopted Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“Statement No. 141(R)”). Statement No. 141(R) requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated results of operations; the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated results of operations. Statement No. 141(R) is applicable for all business combinations entered into after the date of adoption.
On June 2, 2008, the company acquired LOGIX S.A. (“LOGIX”), a subsidiary of Groupe OPEN for a purchase price of $205,937, which included $15,508 of debt paid at closing, cash acquired of $3,647, and acquisition costs. In addition, there was the assumption of $46,663 in debt. The acquisition was accounted for as a purchase transaction and, accordingly, the results of operations of LOGIX were included in the company’s consolidated results from the date of acquisition within the company’s global enterprise computing solutions (“ECS”) business segment.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
The following table summarizes the allocation of the net consideration paid to the fair value of the assets acquired and liabilities assumed for the LOGIX acquisition:
         
Accounts receivable, net
  $ 119,599  
Inventories
    26,776  
Prepaid expenses and other assets
    6,058  
Property, plant and equipment
    5,234  
Identifiable intangible assets
    23,262  
Cost in excess of net assets of companies acquired
    174,269  
Accounts payable
    (90,660 )
Accrued expenses
    (6,878 )
Debt (including short-term borrowings of $43,096)
    (46,663 )
Other liabilities
    (8,707 )
 
     
Cash consideration paid, net of cash acquired
  $   202,290  
 
     
During the third quarter of 2008, the company completed its valuation of identifiable intangible assets. The company allocated $21,401 of the purchase price to intangible assets relating to customer relationships, with a useful life of 10 years, and $1,861 to other intangible assets (consisting of non-competition agreements and sales backlog), with useful lives ranging from one to two years.
The cost in excess of net assets of companies acquired related to the LOGIX acquisition is recorded in the company’s global ECS business segment. The intangible assets related to the LOGIX acquisition are not expected to be deductible for income tax purposes.
The following table summarizes the company’s unaudited consolidated results of operations for the second quarter and first six months of 2008, as well as the unaudited pro forma consolidated results of operations of the company, as though the LOGIX acquisition occurred on January 1, 2008:
                                 
    Quarter Ended   Six Months Ended
    June 30, 2008   June 30, 2008
    As Reported   Pro Forma   As Reported   Pro Forma
 
                               
Sales
  $ 4,347,477     $ 4,423,234     $ 8,375,968     $ 8,582,982  
Net income attributable to shareholders
    96,215       92,011       182,086       174,123  
Net income per share:
                               
Basic
  $ .79     $ .76     $ 1.49     $ 1.43  
Diluted
  $ .79     $ .75     $ 1.48     $ 1.42  
The unaudited pro forma consolidated results of operations does not purport to be indicative of the results obtained if the LOGIX acquisition had occurred as of the beginning of 2008, or of those results that may be obtained in the future.
Other
Amortization expense related to identifiable intangible assets was $3,852 and $7,676 for the second quarter and first six months of 2009 and $3,749 and $7,555 for the second quarter and first six months of 2008, respectively.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Note D – Cost in Excess of Net Assets of Companies Acquired
Cost in excess of net assets of companies acquired, allocated to the company’s business segments, is as follows:
                         
    Global              
    Components     Global ECS     Total  
 
                       
December 31, 2008
  $ 453,478     $ 452,370     $ 905,848  
Acquisition-related adjustments
    601       (8,171 )     (7,570 )
Other (primarily foreign currency translation)
    32       3,688       3,720  
 
                 
July 4, 2009
  $ 454,111     $ 447,887     $ 901,998  
 
                 
Goodwill represents the excess of the cost of an acquisition over the fair value of the assets acquired. The company tests goodwill for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.
Note E – Investments in Affiliated Companies
The company owns a 50% interest in several joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest in Altech Industries (Pty.) Ltd. (“Altech Industries”), a joint venture with Allied Technologies Limited. These investments are accounted for using the equity method.
The following table presents the company’s investment in Marubun/Arrow, the company’s investment and long-term note receivable in Altech Industries, and the company’s other equity investments:
                 
    July 4,     December 31,  
    2009     2008  
Marubun/Arrow
  $ 35,909     $ 34,881  
Altech Industries
    14,021       11,888  
Other
    -       19  
 
           
 
  $ 49,930     $ 46,788  
 
           
The equity in earnings (loss) of affiliated companies consists of the following:
                                 
    Quarter Ended     Six Months Ended  
    July 4,     June 30,     July 4,     June 30,  
    2009     2008     2009     2008  
Marubun/Arrow
  $ 806     $ 987     $ 919     $ 2,765  
Altech Industries
    228       (36 )     449       602  
Other
    (7 )     (19 )     (18 )     (81 )
 
                       
 
  $ 1,027     $ 932     $ 1,350     $ 3,286  
 
                       
Under the terms of various joint venture agreements, the company is required to pay its pro-rata share of the third party debt of the joint ventures in the event that the joint ventures are unable to meet their obligations. At July 4, 2009, the company’s pro-rata share of this debt was approximately $2,400. The company believes there is sufficient equity in the joint ventures to meet their obligations.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Note F – Accounts Receivable
The company has a $600,000 asset securitization program collateralized by accounts receivables of certain of its North American subsidiaries which expires in March 2010. The asset securitization program is conducted through Arrow Electronics Funding Corporation, a wholly-owned, bankruptcy remote subsidiary. The asset securitization program does not qualify for sale treatment under FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheet. The company had no outstanding borrowings under the asset securitization program at July 4, 2009 and December 31, 2008.
Accounts receivable, net, consists of the following:
                 
    July 4,     December 31,  
    2009     2008  
Accounts receivable
  $ 2,582,243     $ 3,140,076  
Allowance for doubtful accounts
    (45,852 )     (52,786 )
 
           
Accounts receivable, net
  $ 2,536,391     $ 3,087,290  
 
           
The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowances for doubtful accounts are determined using a combination of factors, including the length of time the receivables are outstanding, the current business environment, and historical experience.
Note G – Debt
Long-term debt consists of the following:
                 
    July 4,     December 31,  
    2009     2008  
9.15% senior notes, due 2010
  $ 199,996     $ 199,994  
Bank term loan, due 2012
    200,000       200,000  
6.875% senior notes, due 2013
    349,728       349,694  
6.875% senior debentures, due 2018
    198,136       198,032  
7.5% senior debentures, due 2027
    197,540       197,470  
Cross-currency swap, due 2010
    35,027       36,467  
Cross-currency swap, due 2011
    10,049       9,985  
Interest rate swaps designated as fair value hedges
    16,503       21,394  
Other obligations with various interest rates and due dates
    9,460       10,949  
 
           
 
  $ 1,216,439     $ 1,223,985  
 
           
The 7.5% senior debentures are not redeemable prior to their maturity. The 9.15% senior notes, 6.875% senior notes, and 6.875% senior debentures may be called at the option of the company subject to “make whole” clauses.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
The estimated fair market value is as follows:
                 
    July 4,     December 31,  
    2009     2008  
 
               
9.15% senior notes, due 2010
  $      208,000     $ 206,000  
6.875% senior notes, due 2013
    364,000       329,000  
6.875% senior debentures, due 2018
    192,000       160,000  
7.5% senior debentures, due 2027
    176,000       152,000  
The carrying amount of the company’s short-term borrowings, bank term loan, and other obligations approximate their fair value.
The company had no outstanding borrowings under its $800,000 revolving credit facility at July 4, 2009 and December 31, 2008.
The revolving credit facility and the asset securitization program include terms and conditions that limit the incurrence of additional borrowings, limit the company’s ability to pay cash dividends or repurchase stock, and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of July 4, 2009. The company is currently not aware of any events that would cause non-compliance in the future.
Interest and other financing expense, net, includes interest income of $777 and $2,408 for the second quarter and first six months of 2009 and $1,239 and $2,250 for the second quarter and first six months of 2008, respectively.
Note H – Financial Instruments Measured at Fair Value
Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“Statement No. 157”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Statement No. 157 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Statement No. 157 describes three levels of inputs that may be used to measure fair value:
Level 1   
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
Level 2   
Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
 
Level 3   
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
The following table presents assets/(liabilities) measured at fair value on a recurring basis at July 4, 2009:
                                 
    Level 1     Level 2     Level 3     Total  
 
                               
Available-for-sale securities
  $ 42,345     $ -     $ -     $ 42,345  
Interest rate swaps
    -       15,392       -       15,392  
Cross-currency swaps
    -       (45,076 )     -       (45,076 )
 
                       
 
  $ 42,345     $ (29,684 )   $ -     $ 12,661  
 
                       
The following table presents assets/(liabilities) measured at fair value on a recurring basis at December 31, 2008:
                                 
    Level 1     Level 2     Level 3     Total  
 
                               
Available-for-sale securities
  $ 21,187     $ -     $ -     $ 21,187  
Interest rate swaps
    -       19,541       -       19,541  
Cross-currency swaps
    -       (46,452 )     -       (46,452 )
 
                       
 
  $ 21,187     $ (26,911 )   $ -     $ (5,724 )
 
                       
Available-For-Sale Securities
The company has a 2.7% equity ownership interest in WPG Holdings Co., Ltd. (“WPG”) and an 8.4% equity ownership interest in Marubun Corporation (“Marubun”), which are accounted for as available-for-sale securities.
The fair value of the company’s available-for-sale securities is as follows:
                                 
    July 4, 2009     December 31, 2008  
    Marubun     WPG     Marubun     WPG  
 
                               
Cost basis
  $ 10,016     $ 10,798     $ 10,016     $ 10,798  
Unrealized holding gain
    8,350       13,181       -       373  
 
                       
Fair value
  $ 18,366     $ 23,979     $ 10,016     $ 11,171  
 
                       
The fair value of these investments are included in “Other assets” in the accompanying consolidated balance sheets, and the related unrealized holding gains and losses are included in “Other” in the shareholders’ equity section in the accompanying consolidated balance sheets.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Derivative Instruments
The company uses various financial instruments, including derivative financial instruments, for purposes other than trading. Derivatives used as part of the company’s risk management strategy are designated at inception as hedges and measured for effectiveness both at inception and on an ongoing basis.
The fair values of derivative instruments in the consolidated balance sheet as of July 4, 2009 are as follows:
                 
    Asset/(Liability) Derivatives  
    Balance Sheet        
    Location     Fair Value  
 
               
Derivative instruments designated as hedges:
               
Interest rate swaps designated as fair value hedges
  Other assets   $ 16,503  
Interest rate swaps designated as cash flow hedges
  Accrued expenses     (1,111 )
Cross-currency swaps designated as net investment hedges
  Long-term debt     (45,076 )
Foreign exchange contracts designated as cash flow hedges
  Other assets     763  
Foreign exchange contracts designated as cash flow hedges
  Other liabilities     (946 )
 
             
Total derivative instruments designated as hedging instruments
            (29,867 )
 
             
 
               
Derivative instruments not designated as hedges:
               
Foreign exchange contracts
  Other assets     2,433  
Foreign exchange contracts
  Other liabilities     (2,390 )
 
             
Total derivative instruments not designated as hedging instruments
            43  
 
             
Total
          $ (29,824 )
 
             
The effect of derivative instruments on the consolidated statement of operations is as follows:
                 
    Amount of Gain/(Loss) Recognized in  
    Income on Derivatives  
    Quarter Ended     Six Months Ended  
    July 4, 2009     July 4, 2009  
 
               
Fair value hedges:
               
Interest rate swaps (a)
  $ -     $ -  
 
           
 
               
Derivative instruments not designated as hedges:
               
Foreign exchange contracts (b)
    (226 )     (4,160 )
 
           
Total
  $ (226 )   $ (4,160 )
 
           

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
                         
    Quarter Ended July 4, 2009  
                    Ineffective  
    Effective Portion     Portion  
    Gain/(Loss)              
    Recognized in              
    Other     Gain/(Loss)     Gain/(Loss)  
    Comprehensive     Reclassified into     Recognized in  
    Income     Income     Income  
 
                       
Cash Flow Hedges:
                       
 
                       
Interest rate swaps (c)
  $ (1 )   $ -     $ -  
Foreign exchange contracts (d)
    (1,086 )     -       -  
 
                 
Total
  $ (1,087 )   $ -     $ -  
 
                 
 
                       
Net Investment Hedges:
                       
 
                       
Cross-currency swaps (c)
  $ (10,590 )   $ -     $ 1,768  
 
                 
Total
  $ (10,590 )   $ -     $ 1,768  
 
                 
                         
    Six Months Ended July 4, 2009  
                    Ineffective  
    Effective Portion     Portion  
    Gain/(Loss)              
    Recognized in              
    Other     Gain/(Loss)     Gain/(Loss)  
    Comprehensive     Reclassified into     Recognized in  
    Income     Income     Income  
 
                       
Cash Flow Hedges:
                       
 
                       
Interest rate swaps (c)
  $ 742     $ -     $ -  
Foreign exchange contracts (d)
    (2,445 )     (49 )     -  
 
                 
Total
  $ (1,703 )   $ (49 )   $ -  
 
                 
 
                       
Net Investment Hedges:
                       
 
                       
Cross-currency swaps (c)
  $ 1,376     $ -     $ 1,684  
 
                 
Total
  $ 1,376     $ -     $ 1,684  
 
                 
 
(a)  
The amount of gain/(loss) recognized in income on derivatives is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations.
 
(b)  
The amount of gain/(loss) recognized in income on derivatives is recorded in “Cost of products sold” in the accompanying consolidated statements of operations.
 
(c)  
Both the effective and ineffective portions of any gain/(loss) reclassified or recognized in income is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
 
(d)  
Both the effective and ineffective portions of any gain/(loss) reclassified or recognized in income is recorded in “Cost of products sold” in the accompanying consolidated statements of operations.
Interest Rate Swaps
The company enters into interest rate swap transactions that convert certain fixed-rate debt to variable-rate debt or variable-rate debt to fixed-rate debt in order to manage its targeted mix of fixed- and floating-rate debt. The effective portion of the change in the fair value of interest rate swaps designated as fair value hedges are recorded as a change to the carrying value of the related hedged debt, and the effective portion of the change in fair value of interest rate swaps designated as cash flow hedges are recorded in the shareholders’ equity section in the accompanying consolidated balance sheets in “Other.” The ineffective portion of the interest rate swap, if any, is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations.
In December 2007 and January 2008, the company entered into a series of interest rate swaps (the “2007 and 2008 swaps”) with a notional amount of $100,000. The 2007 and 2008 swaps modify the company’s interest rate exposure by effectively converting the variable rate (1.883% and 3.201% at July 4, 2009 and December 31, 2008, respectively) on a portion of its $200,000 term loan to a fixed rate of 4.457% per annum through December 2009. The 2007 and 2008 swaps are classified as cash flow hedges and had a negative fair value of $1,111 and $1,853 at July 4, 2009 and December 31, 2008, respectively.
In June 2004, the company entered into a series of interest rate swaps (the “2004 swaps”), with an aggregate notional amount of $300,000. The 2004 swaps modify the company’s interest rate exposure by effectively converting the fixed 9.15% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 6.10% and 8.19% at July 4, 2009 and December 31, 2008, respectively), and a portion of the fixed 6.875% senior notes to a floating rate also based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 2.98% and 5.01% at July 4, 2009 and December 31, 2008, respectively), through their maturities. The 2004 swaps are classified as fair value hedges and had a fair value of $16,503 and $21,394 at July 4, 2009 and December 31, 2008, respectively.
Cross-Currency Swaps
The company enters into cross-currency swaps to hedge a portion of its net investment in euro-denominated net assets. The company’s cross-currency swaps are derivatives designated as net investment hedges. The effective portion of the change in the fair value of derivatives designated as net investment hedges is recorded in “Foreign currency translation adjustment” included in the accompanying consolidated balance sheets and any ineffective portion is recorded in “Interest and other financing expense, net” in the accompanying consolidated statements of operations. As the notional amount of the company’s cross-currency swaps are expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The company uses the hypothetical derivative method to assess the effectiveness of its net investment hedges on a quarterly basis.
In May 2006, the company entered into a cross-currency swap, with a maturity date of July 2011, for approximately $100,000 or 78,281 (the “2006 cross-currency swap”). The 2006 cross-currency swap effectively converts the interest expense on $100,000 of long-term debt from U.S. dollars to euros. The 2006 cross-currency swap had a negative fair value of $10,049 and $9,985 at July 4, 2009 and December 31, 2008, respectively.
In October 2005, the company entered into a cross-currency swap, with a maturity date of October 2010, for approximately $200,000 or 168,384 (the “2005 cross-currency swap”). The 2005 cross-currency swap effectively converts the interest expense on $200,000 of long-term debt from U.S. dollars to euros. The 2005 cross-currency swap had a negative fair value of $35,027 and $36,467 at July 4, 2009 and December 31, 2008, respectively.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Foreign Exchange Contracts
The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to mitigate the impact of changes in foreign currency exchange rates. These contracts are executed to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales and generally have terms of no more than six months. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions. The fair value of the foreign exchange contracts is estimated using market quotes. The notional amount of the foreign exchange contracts at July 4, 2009 and December 31, 2008 was $330,733 and $315,021, respectively.
Note I – Restructuring and Integration Charges
2009 Restructuring and Integration Charge
The company recorded restructuring and integration charges of $19,252 ($16,124 net of related taxes or $.13 per share on both a basic and diluted basis) and $43,270 ($32,193 net of related taxes or $.27 per share on both a basic and diluted basis) for the second quarter and first six months of 2009, respectively.
Included in the restructuring and integration charges for the second quarter and first six months of 2009 are restructuring charges of $19,956 and $43,428, respectively, related to initiatives taken by the company to improve operating efficiencies. These actions are expected to reduce costs by approximately $80,000 per annum, with approximately $12,000 and $20,000 realized in the second quarter and first six months of 2009, respectively. Also, included in the restructuring and integration charges for the second quarter and first six months of 2009 are restructuring charges of $368 and $1,002, respectively, and integration credits of $1,072 and $1,160, respectively, related to adjustments to reserves established through restructuring and integration charges in prior periods.
The following table presents the 2009 restructuring charge and activity in the restructuring accrual for the first six months of 2009:
                                 
    Personnel                    
    Costs     Facilities     Other     Total  
 
                               
Restructuring charge
  $ 39,439     $ 3,676     $ 313     $ 43,428  
Payments
    (21,369 )     (957 )     (263 )     (22,589 )
Foreign currency translation
    36       236       1       273  
 
                       
July 4, 2009
  $ 18,106     $ 2,955     $ 51     $ 21,112  
 
                       
The restructuring charge of $43,428 for the first six months of 2009 primarily includes personnel costs of $39,439 related to the elimination of approximately 760 positions within the company’s global components business segment and approximately 235 positions within the company’s global ECS business segment related to the company’s continued focus on operational efficiency, and facilities costs of $3,676, related to exit activities for ten vacated facilities worldwide due to the company’s continued efforts to streamline its operations and reduce real estate costs.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
2008 Restructuring and Integration Charge
The company recorded restructuring and integration charges of $8,196 ($5,929 net of related taxes or $.05 per share on both a basic and diluted basis) and $14,674 ($10,088 net of related taxes or $.08 per share on both a basic and diluted basis) for the second quarter and first six months of 2008, respectively.
Included in the restructuring and integration charges for the second quarter and first six months of 2008 are restructuring charges of $8,715 and $14,087, respectively, related to initiatives taken by the company to make its organizational structure more efficient. Also included in the total restructuring and integration charges for the second quarter and first six months of 2008 is a restructuring credit of $426 and a restructuring charge of $207, respectively, related to adjustments to reserves established through restructuring charges in prior periods and an integration credit of $93 and an integration charge of $380, respectively, primarily related to the ACI Electronics LLC and KeyLink Systems Group acquisitions.
The following table presents the activity in the restructuring accrual for the first six months of 2009 related to the 2008 restructuring:
                                 
    Personnel                    
    Costs     Facilities     Other     Total  
 
                               
December 31, 2008
  $ 14,196     $ 4,719     $ 500     $ 19,415  
Restructuring charge
    914       142       -       1,056  
Payments
    (11,072 )     (867 )     (60 )     (11,999 )
Non-cash usage
    -       -       (111 )     (111 )
Foreign currency translation
    -       113       10       123  
 
                       
July 4, 2009
  $ 4,038     $ 4,107     $ 339     $ 8,484  
 
                       
Restructuring Accrual Related to Actions Taken Prior to 2008
The following table presents the activity in the restructuring accrual for the first six months of 2009 related to restructuring actions taken prior to 2008:
                                 
    Personnel                    
    Costs     Facilities     Other     Total  
 
                               
December 31, 2008
  $ 672     $ 5,238     $ 280     $ 6,190  
Restructuring charge (credit)
    -       216       (270 )     (54 )
Payments
    (307 )     (994 )     -       (1,301 )
Foreign currency translation
    (1 )     374       (10 )     363  
 
                       
July 4, 2009
  $ 364     $ 4,834     $ -     $ 5,198  
 
                       

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Integration
The following table presents the activity in the integration accrual for the first six months of 2009:
                                 
    Personnel                    
    Costs     Facilities     Other     Total  
 
                               
December 31, 2008
  $ 240     $ 834     $ 2,693     $ 3,767  
Integration credit
    (207 )     -       (953 )     (1,160 )
Payments
    (30 )     (802 )     (10 )     (842 )
 
                       
July 4, 2009
  $ 3     $ 32     $ 1,730     $ 1,765  
 
                       
Restructuring and Integration Summary
In summary, the restructuring and integration accruals aggregate $36,559 at July 4, 2009, of which $36,169 is expected to be spent in cash, and are expected to be utilized as follows:
 
The accruals for personnel costs of $22,511 to cover the termination of personnel are primarily expected to be spent within one year.
 
 
The accruals for facilities totaling $11,928 relate to vacated leased properties that have scheduled payments of $2,337 in 2009, $3,694 in 2010, $2,182 in 2011, $1,522 in 2012, $1,561 in 2013, and $632 thereafter.
 
 
Other accruals of $2,120 are expected to be utilized over several years.
Note J – Net Income per Share
The following table sets forth the calculation of net income per share on a basic and diluted basis (shares in thousands):
                                 
    Quarter Ended     Six Months Ended  
    July 4,
2009
    June 30,
2008
    July 4,
2009
    June 30,
2008
 
 
                               
Net income attributable to shareholders
  $ 21,097     $ 96,215     $ 47,838     $ 182,086  
 
                       
 
                               
Weighted average shares outstanding – basic
    119,783       121,379       119,675       122,078  
Net effect of various dilutive stock-based compensation awards
    534       778       367       918  
 
                       
Weighted average shares outstanding – diluted
    120,317       122,157       120,042       122,996  
 
                       
 
                               
Net income per share:
                               
Basic
  $ .18     $ .79     $ .40     $ 1.49  
 
                       
Diluted (a)
  $ .18     $ .79     $ .40     $ 1.48  
 
                       
 
(a)  
Stock-based compensation awards for the issuance of 4,854 and 4,748 shares for the second quarter and first six months of 2009 and 2,817 and 2,788 shares for the second quarter and first six months of 2008, respectively, were excluded from the computation of net income per share on a diluted basis as their effect is anti-dilutive.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Note K – Comprehensive Income
The components of comprehensive income are as follows:
                                 
    Quarter Ended     Six Months Ended  
    July 4,
2009
    June 30,
2008
    July 4,
2009
    June 30,
2008
 
 
                               
Consolidated net income
  $ 21,082     $ 96,343     $ 47,818     $ 182,248  
Foreign currency translation adjustments (a)
    58,118       2,881       17,976       140,390  
Other (b)
    11,862       (2,166 )     13,318       (5,327 )
 
                       
Comprehensive income
    91,062       97,058       79,112       317,311  
Comprehensive income (loss) attributable to noncontrolling interests
    (25 )     150       (28 )     185  
 
                       
Comprehensive income attributable to shareholders
  $ 91,087     $ 96,908     $ 79,140     $ 317,126  
 
                       
 
(a)  
Except for unrealized gains or losses resulting from the company’s cross-currency swaps, foreign currency translation adjustments were not tax effected as investments in international affiliates are deemed to be permanent.
 
(b)  
Other includes unrealized gains or losses on securities, unrealized gains or losses on interest rate swaps designated as cash flow hedges, and other employee benefit plan items. Each of these items is net of related taxes.
Note L – Employee Benefit Plans
The company maintains supplemental executive retirement plans and a defined benefit plan. The components of the net periodic benefit costs for these plans are as follows:
                                 
    Quarter Ended     Six Months Ended  
    July 4,
2009
    June 30,
2008
    July 4,
2009
    June 30,
2008
   
 
                               
Components of net periodic benefit costs:
                               
Service cost
  $ 442     $ 647     $ 884     $ 1,291  
Interest cost
    2,244       2,151       4,488       4,302  
Expected return on plan assets
    (1,266 )     (1,715 )     (2,532 )     (3,430 )
Amortization of unrecognized net loss
    876       455       1,752       909  
Amortization of prior service cost
    137       137       274       274  
Amortization of transition obligation
    103       103       206       206  
 
                       
Net periodic benefit costs
  $ 2,536     $ 1,778     $ 5,072     $ 3,552  
 
                       
Note M – Contingencies
Preference Claim From 2001
In March 2008, an opinion was rendered in a bankruptcy proceeding (Bridge Information Systems, et. anno v. Merisel Americas, Inc. & MOCA) in favor of Bridge Information Systems (“Bridge”), the estate of a

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
former global ECS customer that declared bankruptcy in 2001. The proceeding related to sales made in 2000 and early 2001 by the MOCA division of ECS, a company Arrow purchased from Merisel Americas in the fourth quarter of 2000. The court held that certain of the payments received by the company at the time were preferential and must be returned to Bridge. Accordingly, in the first quarter of 2008, the company recorded a charge of $12,941 ($7,822 net of related taxes or $.06 per share on both a basic and diluted basis), in connection with the preference claim from 2001, including legal fees. This claim was appealed and subsequently settled for $10,890, including legal fees, and the company recorded a credit of $2,051 ($1,246 net of related taxes or $.01 per share on both a basic and diluted basis) in the fourth quarter of 2008.
Environmental and Related Matters
In 2000, the company assumed certain of the then outstanding obligations of Wyle Electronics (“Wyle”), including Wyle’s obligation to indemnify the purchasers of its Laboratories division for environmental clean-up costs associated with pre-1995 contamination or violation of environmental regulations. Under the terms of the company’s purchase of Wyle from the VEBA Group (“VEBA”), VEBA agreed to indemnify the company for, among other things, costs related to environmental pollution associated with Wyle, including those associated with Wyle’s sale of its Laboratories division. The company is currently engaged in clean up and/or investigative activities at the Wyle sites in Huntsville, Alabama and Norco, California.
Characterization of the extent of contaminated soil and groundwater continues at the site in Huntsville, and approximately $2,000 was spent to date. The company currently estimates additional investigative and related expenditures at the site of approximately $225 to $1,250, depending on the results of which the cost of subsequent remediation is estimated to be between $2,500 and $4,000.
At the Norco site, approximately $27,000 was expended to date on project management, regulatory oversight, and investigative and feasibility study activities, providing the technical basis for a final Remedial Investigation Report that was submitted to California oversight authorities during the first quarter of 2008.
Remedial activities underway include the remediation of contaminated groundwater at certain areas on the Norco site and of soil gas in a limited area immediately adjacent to the site, and a hydraulic containment system that captures and treats groundwater before it moves into the adjacent offsite area. Approximately $7,000 was spent on these activities to date, and it is anticipated that these activities, along with the initial phases of the treatment of contaminated groundwater offsite, will cost an additional $9,300 to $20,000.
The company currently estimates that the additional cost of project management and regulatory oversight will range from $500 to $750. Ongoing remedial investigations (including costs related to soil and groundwater investigations), and the preparation of a final remedial investigation report are projected to cost between $400 to $750. Remaining Remedial Action Work Plan costs, including a final report and the design of remedial measures, are estimated to cost approximately $500.
Despite the amount of work undertaken and planned to date, the complete scope of work in connection with the Norco site is not yet known, and, accordingly, the associated costs not yet determined.
In October 2005, the company filed suit against E.ON AG in the Frankfurt am Main Regional Court in Germany. The suit seeks indemnification, contribution, and a declaration of the parties’ respective rights and obligations in connection with the related litigation and other costs associated with the Norco site. That action was stayed pending the resolution of jurisdictional issues in the U.S. courts, and is now proceeding. In its answer to the company’s claim filed in March 2009 in the German proceedings, E.ON AG filed a counterclaim against the company for approximately $16,000. The company is in the process of preparing a response to the counterclaim. The company believes it has reasonable defenses to the counterclaim and plans to defend its position vigorously. The company believes that the ultimate

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
resolution of the counterclaim will not have a material adverse impact on its consolidated financial position, liquidity, or results of operations.
During the second quarter of 2009, the company entered into binding settlement agreements resolving several of the lawsuits associated with the above-mentioned environmental liabilities (Gloria Austin, et al. v. Wyle Laboratories, Inc. et al., the other claims of plaintiff Norco landowners and residents which were consolidated with it, and an action by Wyle Laboratories, Inc. for defense and indemnification in connection with the Austin and related cases). Arrow’s actions against E.ON AG, successor to VEBA, for the judicial enforcement of the various indemnification provisions; and Arrow’s claim against a number of insurers on policies relevant to the Wyle sites are ongoing and unresolved. The litigation is described more fully in Note 15 and Item 3 of Part I of the company’s Annual Report on Form 10-K for the year ended December 31, 2008.
The company believes that the recovery of costs incurred to date associated with the environmental clean-up costs related to the Norco and Huntsville sites is probable. Accordingly, the company increased the receivable for indemnified amounts due from E.ON AG by $7,287 during the first six months of 2009 to $40,906. The company’s net costs for such indemnified matters may vary from period to period as estimates of recoveries are not always recognized in the same period as the accrual of estimated expenses.
Other
From time to time, in the normal course of business, the company may become liable with respect to other pending and threatened litigation, environmental, regulatory, and tax matters. While such matters are subject to inherent uncertainties, it is not currently anticipated that any such matters will materially impact the company’s consolidated financial position, liquidity, or results of operations.
Note N – Segment and Geographic Information
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 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 through its global ECS business segment. As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, selected fixed assets and related depreciation, as well as borrowings, are not directly attributable to the individual operating segments and are included in the corporate business segment.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Sales and operating income (loss), by segment, are as follows:
                                 
    Quarter Ended     Six Months Ended  
    July 4,     June 30,     July 4,     June 30,  
    2009     2008     2009     2008  
Sales:
                               
Global components
  $ 2,271,570     $ 2,958,201     $ 4,616,582     $ 5,880,444  
Global ECS
    1,120,253       1,389,276       2,192,669       2,495,524  
 
                       
Consolidated
  $ 3,391,823     $ 4,347,477     $ 6,809,251     $ 8,375,968  
 
                       
 
                               
Operating income (loss):
                               
Global components
  $ 57,993     $ 147,053     $ 134,091     $ 307,631  
Global ECS
    34,461       61,111       66,487       91,784  
Corporate (a)
    (41,256 )     (43,206 )     (88,143 )     (90,314 )
 
                       
Consolidated
  $ 51,198     $ 164,958     $ 112,435     $ 309,101  
 
                       
 
(a)  
Includes restructuring and integration charges of $19,252 and $43,270 for the second quarter and first six months of 2009 and $8,196 and $14,674 for the second quarter and first six months of 2008, respectively. Also, includes a charge of $12,941 related to the preference claim from 2001 for the first six months of 2008.
Total assets, by segment, are as follows:
                 
    July 4,     December 31,  
    2009     2008  
 
               
Global components
  $ 4,069,395     $ 4,093,118  
Global ECS
    1,865,541       2,325,095  
Corporate
    868,626       700,072  
 
           
Consolidated
  $ 6,803,562     $ 7,118,285  
 
           
Sales, by geographic area, are as follows:
                                 
    Quarter Ended     Six Months Ended  
    July 4,     June 30,     July 4,     June 30,  
    2009     2008     2009     2008  
 
                               
North America (b)
  $ 1,623,677     $ 2,160,461     $ 3,197,824     $ 4,185,189  
EMEASA
    950,778       1,443,894       2,053,407       2,794,670  
Asia/Pacific
    817,368       743,122       1,558,020       1,396,109  
 
                       
Consolidated
  $ 3,391,823     $ 4,347,477     $ 6,809,251     $ 8,375,968  
 
                       
 
(b)  
Includes sales related to the United States of $1,468,604 and $2,892,269 for the second quarter and first six months of 2009 and $1,995,589 and $3,858,710 for the second quarter and first six months of 2008, respectively.

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ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
Net property, plant and equipment, by geographic area, are as follows:
                 
    July 4,     December 31,  
    2009     2008  
 
               
North America (c)
  $ 367,541     $ 324,385  
EMEASA
    65,430       68,215  
Asia/Pacific
    16,101       17,940  
 
           
Consolidated
  $ 449,072     $ 410,540  
 
           
 
(c)  
Includes net property, plant and equipment related to the United States of $366,701 and $323,561 at July 4, 2009 and December 31, 2008, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Arrow Electronics, Inc. (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 provides one of the broadest product offerings in the electronics components and enterprise computing solutions distribution industries and a wide range of value-added services to help customers reduce time to market, lower their total cost of ownership, introduce innovative products through demand creation opportunities, and enhance their overall competitiveness. The company has two business segments. The company distributes electronic components to original equipment manufacturers (“OEMs”) and contract manufacturers (“CMs”) through its global components business segment and provides enterprise computing solutions to value-added resellers (“VARs”) through its global enterprise computing solutions (“ECS”) business segment. For the first six months of 2009, approximately 68% of the company’s sales were from the global components business segment, and approximately 32% of the company’s sales were from the global ECS business segment.
Operating efficiency and working capital management remain a key focus of the company’s business initiatives to grow sales faster than the market, grow profits faster than sales, and increase return on invested capital. To achieve its financial objectives, the company seeks to capture significant opportunities to grow across products, markets, and geographies. To supplement its organic growth strategy, the company continually evaluates strategic acquisitions to broaden its product offerings, increase its market penetration, and/or expand its geographic reach. Investments needed to fund this growth are developed through continuous corporate-wide initiatives to improve profitability and increase effective asset utilization.
On June 2, 2008, the company acquired LOGIX S.A. (“LOGIX”), a subsidiary of Groupe OPEN for a purchase price of $205.9 million, which included $15.5 million of debt paid at closing, cash acquired of $3.6 million, and acquisition costs. In addition, there was the assumption of $46.7 million in debt. Results of operations of LOGIX were included in the company’s consolidated results from the date of acquisition.
Consolidated sales for the second quarter of 2009 declined by 22.0%, compared with the year-earlier period, due to a 19.4% decrease in the global ECS business segment and a 23.2% decrease in the global components business segment. On a pro forma basis, which includes LOGIX as though this acquisition occurred on January 1, 2008, consolidated sales decreased by 23.3%.
Net income attributable to shareholders decreased to $21.1 million in the second quarter of 2009, compared with net income attributable to shareholders of $96.2 million in the year-earlier period. The following items impacted the comparability of the company’s results:
Second quarter of 2009 and 2008:
   
restructuring and integration charges of $19.3 million ($16.1 million net of related taxes) in 2009 and $8.2 million ($5.9 million net of related taxes) in 2008.
First six months of 2009 and 2008:
   
restructuring and integration charges of $43.3 million ($32.2 million net of related taxes) in 2009 and $14.7 million ($10.1 million net of related taxes) in 2008; and
 
   
a charge related to the preference claim from 2001 of $12.9 million ($7.8 million net of related taxes) in 2008.
Excluding the above-mentioned items, the decrease in net income attributable to shareholders for the second quarter of 2009 was primarily the result of the sales declines in the global ECS business segment and the more profitable global components businesses in North America and Europe, as well as

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competitive pricing pressure impacting gross profit margins. These decreases were offset, in part, by a reduction in selling, general and administrative expenses due to the company’s efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales due to the worldwide economic recession, as well as a reduction in net interest and other financing expense.
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 of forecast information.
Sales
Following is an analysis of net sales (in millions) by reportable segment:
                                 
    July 4,     June 30,              
    2009     2008     $ Change     % Change  
Second Quarter Ended:
                               
Global components
  $ 2,272     $ 2,958     $ (686 )     (23.2 )%
Global ECS
    1,120       1,389       (269 )     (19.4 )%
 
                       
Consolidated
  $ 3,392     $ 4,347     $ (955 )     (22.0 )%
 
                       
 
                               
Six Months Ended:
                               
Global components
  $ 4,616     $ 5,880     $ (1,264 )     (21.5 )%
Global ECS
    2,193       2,496       (303 )     (12.1 )%
 
                       
Consolidated
  $ 6,809     $ 8,376     $ (1,567 )     (18.7 )%
 
                       
In the global components business segment, sales for the second quarter and first six months of 2009 decreased primarily due to weakness in North America and Europe as a result of lower demand for products due to the worldwide economic recession and the impact of a stronger U.S. dollar on the translation of the company’s international financial statements, offset, in part, by strength in the Asia Pacific region. Excluding the impact of foreign currency, the company’s global components business segment sales decreased by 17.7% and 15.9% for the second quarter and first six months of 2009, respectively.
In the global ECS business segment, the decrease in sales for the second quarter and first six months of 2009 was primarily due to lower demand for products due to the worldwide economic recession and the impact of a stronger U.S. dollar on the translation of the company’s international financial statements, offset, in part, by the LOGIX acquisition. On a pro forma basis, which includes LOGIX as though this acquisition occurred on January 1, 2008, the global ECS business segment sales for the second quarter and first six months of 2009 declined by 23.5% and 18.9%, respectively. Excluding the impact of foreign currency, the company’s global ECS business segment sales decreased by 16.3% and 9.2% for the second quarter and first six months of 2009, respectively.
The translation of the company’s international financial statements into U.S. dollars resulted in decreased consolidated sales of $205.4 million and $405.1 million for the second quarter and first six months of 2009, respectively, compared with the year-earlier periods, due to a stronger U.S. dollar. Excluding the impact of foreign currency, the company’s consolidated sales decreased by 17.3% and 13.9% for the second quarter and first six months of 2009, respectively.
Gross Profit
The company recorded gross profit of $402.2 million and $833.2 million in the second quarter and first six months of 2009, respectively, compared with $612.5 million and $1.20 billion in the year-earlier periods. The gross profit margin for the second quarter and first six months of 2009 decreased by approximately

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220 and 210 basis points, respectively, compared with the year-earlier periods. The decrease in gross profit was primarily due to increased competitive pricing pressure in both the company’s business segments, as well as a change in the mix in the company’s business, with the global ECS business segment and Asia Pacific region being a greater percentage of total sales. The profit margins of products in the global ECS business segment are typically lower than the profit margins of the products in the global components business segment, and the profit margins of the components sold in the Asia Pacific region tend to be lower than the profit margins in North America and Europe. The financial impact of the lower gross profit was offset, in part, by the lower operating costs and lower working capital requirements in these businesses relative to the company’s other businesses.
Restructuring and Integration Charge
2009 Restructuring and Integration Charge
The company recorded restructuring and integration charges of $19.3 million ($16.1 million net of related taxes or $.13 per share on both a basic and diluted basis) and $43.3 million ($32.2 million net of related taxes or $.27 per share on both a basic and diluted basis) for the second quarter and first six months of 2009, respectively.
Included in the restructuring and integration charges for the second quarter and first six months of 2009 are restructuring charges of $20.0 million and $43.4 million, respectively, related to initiatives taken by the company to improve operating efficiencies. These actions are expected to reduce costs by approximately $80.0 million per annum, with approximately $12.0 million and $20.0 million realized in the second quarter and first six months of 2009, respectively. Also, included in the restructuring and integration charges for the second quarter and first six months of 2009 are restructuring charges of $.4 million and $1.0 million, respectively, and integration credits of $1.1 million and $1.2 million, respectively, related to adjustments to reserves established through restructuring and integration charges in prior periods.
2008 Restructuring and Integration Charge
The company recorded restructuring and integration charges of $8.2 million ($5.9 million net of related taxes or $.05 per share on both a basic and diluted basis) and $14.7 million ($10.1 million net of related taxes or $.08 per share on both a basic and diluted basis) for the second quarter and first six months of 2008, respectively.
Included in the restructuring and integration charges for the second quarter and first six months of 2008 are restructuring charges of $8.7 million and $14.1 million, respectively, related to initiatives taken by the company to make its organizational structure more efficient. Also included in the total restructuring and integration charges for the second quarter and first six months of 2008 is a restructuring credit of $.4 million and a restructuring charge of $.2 million, respectively, related to adjustments to reserves established through restructuring charges in prior periods and an integration credit of $.1 million and an integration charge of $.4 million, respectively, primarily related to the ACI Electronics LLC and KeyLink Systems Group acquisitions.
Preference Claim From 2001
In March 2008, an opinion was rendered in a bankruptcy proceeding (Bridge Information Systems, et. anno v. Merisel Americas, Inc. & MOCA) in favor of Bridge Information Systems (“Bridge”), the estate of a former global ECS customer that declared bankruptcy in 2001. The proceeding related to sales made in 2000 and early 2001 by the MOCA division of ECS, a company Arrow purchased from Merisel Americas in the fourth quarter of 2000. The court held that certain of the payments received by the company at the time were preferential and must be returned to Bridge. Accordingly, during the first quarter of 2008, the company recorded a charge of $12.9 million ($7.8 million net of related taxes or $.06 per share on both a basic and diluted basis), in connection with the preference claim from 2001, including legal fees.

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Operating Income
The company recorded operating income of $51.2 million and $112.4 million in the second quarter and first six months of 2009, respectively, as compared with operating income of $165.0 million and $309.1 million in the year-earlier periods. Included in operating income for the second quarter and first six months of 2009 were the previously discussed restructuring and integration charges of $19.3 million and $43.3 million, respectively. Included in operating income for the second quarter and first six months of 2008 were the previously discussed restructuring and integration charges of $8.2 million and $14.7 million, respectively, and a charge related to the preference claim from 2001 of $12.9 million for the first six months of 2008.
Selling, general and administrative expenses decreased $106.8 million, or 25.3%, in the second quarter of 2009 on a sales decrease of 22.0% compared with the second quarter of 2008, and $183.2 million, or 22.1%, for the first six months of 2009 on a sales decrease of 18.7% compared with the first six months of 2008. The dollar decrease in selling, general and administrative expenses was primarily due to the company’s efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales, as well as the impact of foreign exchange rates. This was offset, in part, by selling, general and administrative expenses incurred by LOGIX which was acquired in June 2008. Selling, general and administrative expenses as a percentage of sales were 9.3% and 9.7% for the second quarters of 2009 and 2008 and 9.5% and 9.9% for the first six months of 2009 and 2008, respectively.
Interest and Other Financing Expense
Net interest and other financing expense decreased by $7.0 million, or 29.2%, and $9.1 million, or 18.5% in the second quarter and first six months of 2009, respectively, primarily due to lower interest rates on the company’s variable rate debt and lower average debt outstanding, compared with the year-earlier periods.
Income Taxes
The company recorded a provision for income taxes of $14.1 million and $25.9 million (an effective tax rate of 40.0% and 35.1%) for the second quarter and first six months of 2009, respectively. The company’s provision for income taxes and effective tax rate for the second quarter and first six months of 2009 was impacted by the previously discussed restructuring and integration charges. Excluding the impact of the previously discussed restructuring and integration charges, the company’s effective tax rate for both the second quarter and first six months of 2009 was 31.6%.
The company recorded a provision for income taxes of $45.4 million and $80.9 million (an effective tax rate of 32.0% and 30.8%) for the second quarter and first six months of 2008, respectively. The company’s provision for income taxes and effective tax rate for the second quarter and first six months of 2008 was impacted by the previously discussed restructuring and integration charges, and the first six months of 2008 was also impacted by the previously discussed preference claim from 2001. Excluding the impact of the previously discussed restructuring and integration charges and preference claim from 2001, the company’s effective tax rate for the second quarter and first six months of 2008 was 31.8% and 31.2%, respectively.
The company’s provision for income taxes and effective tax rate is impacted by, among other factors, the statutory tax rates in the countries in which it operates and the related level of income generated by these operations.
Net Income Attributable to Shareholders
The company recorded net income attributable to shareholders of $21.1 million and $47.8 million in the second quarter and first six months of 2009, respectively, compared with net income attributable to shareholders of $96.2 million and $182.1 million in the year-earlier periods. Included in net income attributable to shareholders for the second quarter and first six months of 2009 were the previously discussed restructuring and integration charges of $16.1 million and $32.2 million, respectively. Included

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in net income attributable to shareholders for the second quarter and first six months of 2008 were the previously discussed restructuring and integration charges of $5.9 million and $10.1 million, respectively. Also included in net income for the first six months of 2008 was the previously discussed charge related to the preference claim from 2001 of $7.8 million. Excluding the above-mentioned items, the decrease in net income attributable to shareholders was primarily the result of the sales declines in the global ECS business segment and the more profitable global components businesses in North America and Europe, as well as competitive pricing pressure impacting gross profit margins. These decreases were offset, in part, by a reduction in selling, general and administrative expenses due to the company’s efforts to streamline and simplify processes and to reduce expenses in response to the decline in sales due to the worldwide economic recession, as well as a reduction in net interest and other financing expense.
Liquidity and Capital Resources
At July 4, 2009 and December 31, 2008, the company had cash and cash equivalents of $908.4 million and $451.3 million, respectively.
During the first six months of 2009, the net amount of cash provided by the company’s operating activities was $537.0 million, the net amount of cash used for investing activities was $71.5 million, and the net amount of cash used for financing activities was $11.0 million. The effect of exchange rate changes on cash was an increase of $2.6 million.
During the first six months of 2008, the net amount of cash provided by the company’s operating activities was $141.8 million, the net amount of cash used for investing activities was $342.7 million, and the net amount of cash provided by financing activities was $27.7 million. The effect of exchange rate changes on cash was an increase of $9.9 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 57.3% and 66.2% at July 4, 2009 and December 31, 2008, respectively.
The net amount of cash provided by the company’s operating activities during the first six months of 2009 was $537.0 million primarily due to earnings from operations, adjusted for non-cash items, and a reduction in accounts receivable and inventory, offset, in part, by a decrease in accounts payable and accrued expenses.
The net amount of cash provided by the company’s operating activities during the first six months of 2008 was $141.8 million primarily due to earnings from operations, adjusted for non-cash items, a reduction in accounts receivable and an increase in accrued expenses, offset, in part, by an increase in inventory and a decrease in accounts payable.
Working capital as a percentage of sales was 12.6% in the second quarter of 2009 compared with 15.5% in the second quarter of 2008.
Cash Flows from Investing Activities
The net amount of cash used for investing activities during the first six months of 2009 was $71.5 million, primarily reflecting $72.4 million for capital expenditures, which includes $51.3 million of capital expenditures related to the company’s global enterprise resource planning (“ERP”) initiative, offset, in part, by proceeds from the sale of facilities of $1.2 million.
The net amount of cash used for investing activities during the first six months of 2008 was $342.7 million, primarily reflecting $273.1 million of cash consideration paid for acquired businesses and $69.4 million for capital expenditures, which includes $45.9 million of capital expenditures related to the company’s global ERP initiative.

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During the first six months of 2008, the company acquired Hynetic Electronics and Shreyanics Electronics, a franchise components distribution business in India, ACI Electronics LLC, a distributor of electronic components used in defense and aerospace applications, and LOGIX, a leading value-added distributor of mid-range servers, storage, and software, for aggregate cash consideration of $264.4 million. In addition, the company made a payment of $8.7 million to increase its ownership interest in Ultra Source Technology Corp. from 92.8% to 100%.
During 2006, the company initiated a global ERP effort to standardize processes worldwide and adopt best-in-class capabilities. Implementation is expected to be phased-in over the next several years. For the full year 2009, the estimated cash flow impact of this initiative is expected to be in the $80 to $100 million range with the impact decreasing by approximately $50 million in 2010. The company expects to finance these costs with cash flows from operations.
Cash Flows from Financing Activities
The net amount of cash used for financing activities during the first six months of 2009 was $11.0 million. The primary use of cash for financing activities during the first six months of 2009 included a $7.4 million decrease in short-term borrowings, a $2.2 million shortfall in tax benefits from stock-based compensation arrangements, and $2.1 million of repurchases of common stock. The primary source of cash from financing activities was $.8 million of proceeds from the exercise of stock options.
The net amount of cash provided by financing activities during the first six months of 2008 was $27.7 million. The primary source of cash from financing activities during the first six months of 2008 included $119.0 million of net borrowings of long-term debt (including net proceeds of $109.0 million under the revolving credit facility and $10.0 million under the asset securitization program), an $8.3 million increase in short-term borrowings, and $2.8 million of cash proceeds from the exercise of stock options. The primary use of cash during the first six months of 2008 was $102.7 million of repurchases of common stock.
The company has an $800.0 million revolving credit facility with a group of banks that matures in January 2012. Interest on borrowings under the revolving credit facility is calculated using a base rate or a euro currency rate plus a spread based on the company’s credit ratings (.425% at July 4, 2009). The facility fee related to the credit facility is .125%.
The company has a $600.0 million asset securitization program collateralized by accounts receivable of certain of its North American subsidiaries which expires in March 2010. Interest on borrowings is calculated using a base rate or a commercial paper rate plus a spread, which is based on the company’s credit ratings (.225% at July 4, 2009). The facility fee is .125%.
The company had no outstanding borrowings under its revolving credit facility or asset securitization program at July 4, 2009 and December 31, 2008. The revolving credit facility and the asset securitization program include terms and conditions that limit the incurrence of additional borrowings, limit the company’s ability to pay cash dividends or repurchase stock, and require that certain financial ratios be maintained at designated levels. The company was in compliance with all covenants as of July 4, 2009. The company is currently not aware of any events that would cause non-compliance in the future.
Contractual Obligations
The company has contractual obligations for long-term debt, interest on long-term debt, capital leases, 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, 2008. Since December 31, 2008, there were no material changes to the contractual obligations of the company, outside of the ordinary course of the company’s business.

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Off-Balance Sheet Arrangements
The company has no off-balance sheet financing or unconsolidated special purpose entities.
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 first six months of 2009 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, 2008.
Impact of Recently Issued Accounting Standards
See Note B of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company’s consolidated financial position and results of operations.
Information Relating to Forward-Looking Statements
This report 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 ECS markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the company’s Annual Report on Form 10-K for the year ended December 31, 2008, except as follows:
Foreign Currency Exchange Rate Risk
The notional amount of the foreign exchange contracts at July 4, 2009 and December 31, 2008 was $330.7 million and $315.0 million, respectively. The fair values of foreign exchange contracts, which are nominal, are estimated using market quotes. The translation of the financial statements of the non-United States operations is impacted by fluctuations in foreign currency exchange rates. The change in consolidated sales and operating income was impacted by the translation of the company’s international financial statements into U.S. dollars. This resulted in decreased sales of $405.1 million and decreased operating income of $21.6 million for the first six months of 2009, compared with the year-earlier period, based on 2008 sales and operating income at the average rate for 2009. Sales and operating income would decrease by $203.6 million and $.3 million, respectively, if average foreign exchange rates declined by 10% against the U.S. dollar in the first six months of 2009. This amount was determined by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the company’s international operations.
In May 2006, the company entered into a cross-currency swap, with a maturity date of July 2011, for approximately $100.0 million or 78.3 million (the “2006 cross-currency swap”) to hedge a portion of its net investment in euro-denominated net assets. The 2006 cross-currency swap is designated as a net investment hedge and effectively converts the interest expense on $100.0 million of long-term debt from U.S. dollars to euros. As the notional amount of the 2006 cross-currency swap is expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The 2006 cross-currency swap had a negative fair value of $10.0 million at both July 4, 2009 and December 31, 2008.
In October 2005, the company entered into a cross-currency swap, with a maturity date of October 2010, for approximately $200.0 million or 168.4 million (the “2005 cross-currency swap”) to hedge a portion of its net investment in euro-denominated net assets. The 2005 cross-currency swap is designated as a net investment hedge and effectively converts the interest expense on $200.0 million of long-term debt from U.S. dollars to euros. As the notional amount of the 2005 cross-currency swap is expected to equal a comparable amount of hedged net assets, no material ineffectiveness is expected. The 2005 cross-currency swap had a negative fair value of $35.0 million and $36.5 million at July 4, 2009 and December 31, 2008, respectively.
Interest Rate Risk
At July 4, 2009, approximately 60% of the company’s debt was subject to fixed rates, and 40% of its debt was subject to floating rates. A one percentage point change in average interest rates would not materially impact net interest and other financing expense in the second quarter of 2009. This was determined by considering the impact of a hypothetical interest rate on the company’s average floating rate on investments and outstanding debt. This analysis does not consider the effect of the level of overall economic activity that could exist. In the event of a change in the level of economic activity, which may adversely impact interest rates, the company could likely take actions to further mitigate any potential negative exposure to the change. However, due to the uncertainty of the specific actions that might be taken and their possible effects, the sensitivity analysis assumes no changes in the company’s financial structure.
In December 2007 and January 2008, the company entered into a series of interest rate swaps (the “2007 and 2008 swaps”) with a notional amount of $100.0 million. The 2007 and 2008 swaps modify the company’s interest rate exposure by effectively converting the variable rate (1.883% and 3.201% at July 4, 2009 and December 31, 2008, respectively) on a portion of its $200.0 million term loan to a fixed rate of 4.457% per annum through December 2009. The 2007 and 2008 swaps are classified as cash flow

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hedges and had a negative fair value of $1.1 million and $1.9 million at July 4, 2009 and December 31, 2008, respectively.
In June 2004, the company entered into a series of interest rate swaps (the “2004 swaps”), with an aggregate notional amount of $300.0 million. The 2004 swaps modify the company’s interest rate exposure by effectively converting the fixed 9.15% senior notes to a floating rate, based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 6.10% and 8.19% at July 4, 2009 and December 31, 2008, respectively), and a portion of the fixed 6.875% senior notes to a floating rate also based on the six-month U.S. dollar LIBOR plus a spread (an effective rate of 2.98% and 5.01% at July 4, 2009 and December 31, 2008, respectively), through their maturities. The 2004 swaps are classified as fair value hedges and had a fair value of $16.5 million and $21.4 million at July 4, 2009 and December 31, 2008, respectively.

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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of July 4, 2009 (the “Evaluation”). Based upon the Evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.
Changes in Internal Control over Financial Reporting
There were no changes in the company’s internal control over financial reporting or in other factors that materially affect, or that are reasonably likely to materially affect, the company’s internal control over financial reporting during the period covered by this quarterly report.

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PART II. OTHER INFORMATION
Item 1A. Risk Factors.
There were no material changes to the company’s risk factors as discussed in Item 1A – Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2008.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table shows the share-repurchase activity for the quarter ended July 4, 2009:
                               
                          Approximate Dollar
                    Total Number of   Value of Shares
                    Shares Purchased as   that May Yet be
    Total Number of   Average Price Paid   Part of Publicly   Purchased Under the
Month   Shares Purchased   per Share   Announced Program   Program
April 5 through 30, 2009
    -       -       -     -  
May 1 through 31, 2009
    3,124     $ 22.94       -     -  
June 1 through July 4, 2009
    -       -       -     -  
 
                             
Total
    3,124               -        
 
                             
The purchases of Arrow common stock noted above reflect shares that were withheld from employees upon the vesting of restricted stock, as permitted by the plan, in order to satisfy the required tax withholding obligations. None of these purchases were made pursuant to a publicly announced repurchase plan and the Company does not currently have a stock repurchase plan in place.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The company’s Annual Meeting of Shareholders was held on May 1, 2009 (the “Annual Meeting”).
(b) The matters voted upon at the Annual Meeting and the results of the voting were as follows:
  (i)  
The following individuals were elected by the shareholders to serve as Directors:
                 
Board Member   In Favor   Withheld
Daniel W. Duval
    111,272,782       1,420,805  
Gail E. Hamilton
    112,107,351       586,236  
John N. Hanson
    111,300,722       1,392,865  
Richard S. Hill
    106,390,890       6,302,697  
M. F. (Fran) Keeth
    112,150,738       542,849  
Roger King
    111,672,782       1,020,805  
Michael J. Long
    111,539,036       1,154,551  
William E. Mitchell
    111,009,079       1,684,508  
Stephen C. Patrick
    63,899,446       48,794,141  
Barry W. Perry
    111,276,836       1,416,751  
John C. Waddell
    70,947,469       41,746,118  

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  (ii)  
The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm was voted upon as follows: 111,981,030 shares in favor; 652,445 shares against; and 60,112 shares abstaining.

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Item 6. Exhibits.
     
Exhibit    
Number   Exhibit
 
   
31(i)
  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31(ii)
  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32(i)
  Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32(ii)
  Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURE
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 thereunto duly authorized.
         
  ARROW ELECTRONICS, INC.
 
 
Date: July 29, 2009  By:   /s/ Paul J. Reilly    
         Paul J. Reilly   
         Executive Vice President, Finance and
     Operations, and Chief Financial Officer 
 
 

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