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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2025


☐	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		11-1806155
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)


9151 East Panorama Circle		80112
Centennial CO		(Zip Code)
(Address of principal executive offices)

(303) 824-4000

(Registrant’s telephone number, including area code)

No Changes

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of the exchange on which registered
Common Stock, $1 par value	ARW	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 51,511,356 shares of Common Stock outstanding as of October 23, 2025.

Table of Contents

ARROW ELECTRONICS, INC.

Table of Contents


Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)
		Consolidated Statements of Operations	4
		Consolidated Statements of Comprehensive Income	5
		Consolidated Balance Sheets	6
		Consolidated Statements of Cash Flows	7
		Consolidated Statements of Equity	8
		Notes to Consolidated Financial Statements	10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47

	Item 4.	Controls and Procedures	47

Part II.	Other Information

	Item 1.	Legal Proceedings	48

	Item 1A.	Risk Factors	48

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

	Item 5.	Other Information	49

	Item 6.	Exhibits	50

Signature			51

Table of Contents

ARROW ELECTRONICS, INC.

Glossary of Selected Abbreviated Terms*


Abbreviated Term	Defined Term
AFC	Arrow Electronics Funding Corporation
ASU	Accounting Standard Update
CODM	Chief Operating Decision Maker
ECS	Enterprise Computing Solutions
EMEA	Europe, the Middle East, and Africa
EMS	Electronics Manufacturing Services
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles
Global components segment	Global components reportable segment
Global ECS segment	Global ECS reportable segment
MSPs	Managed Service Providers
OEMs	Original Equipment Manufacturers
SOFR	Secured Overnight Financing Rate
U.S. or United States	United States of America
VARs	Value-Added Resellers

* Terms used, but not defined, within the body of this Form 10-Q, including in the Consolidated Financial Statements and accompanying notes, are defined in this Glossary.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
	2025		2024		2025		2024
Sales	$	7,712,541	$	6,823,319	$	22,106,505	$	20,640,447
Cost of sales		6,877,227		6,038,491		19,648,542		18,151,349
Gross profit		835,314		784,828		2,457,963		2,489,098
Operating expenses:
Selling, general, and administrative		587,866		534,508		1,751,172		1,670,429
Depreciation and amortization		32,793		40,592		103,765		123,356
Restructuring, integration, and other		35,648		34,466		74,880		121,859
		656,307		609,566		1,929,817		1,915,644
Operating income		179,007		175,262		528,146		573,454
Equity in earnings of affiliated companies		463		1,002		1,124		1,912
Gain (loss) on investments, net		4,859		3,757		108,975		(760)
Loss on extinguishment of debt		—		—		—		(1,657)
Post-retirement expense		(664)		(979)		(1,950)		(2,892)
Interest and other financing expense, net		(54,875)		(62,947)		(171,340)		(209,442)
Income before income taxes		128,790		116,095		464,955		360,615
Provision for income taxes		19,528		15,198		88,807		66,996
Consolidated net income		109,262		100,897		376,148		293,619
Noncontrolling interests		69		330		(514)		753
Net income attributable to shareholders	$	109,193	$	100,567	$	376,662	$	292,866

Net income per share:
Basic	$	2.11	$	1.90	$	7.25	$	5.48
Diluted	$	2.09	$	1.88	$	7.19	$	5.42
Weighted-average shares outstanding:
Basic		51,695		53,010		51,935		53,476
Diluted		52,141		53,475		52,381		53,999

See accompanying notes.

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
	2025		2024		2025		2024
Consolidated net income	$	109,262	$	100,897	$	376,148	$	293,619
Other comprehensive income (loss):
Foreign currency translation adjustment and other, net of taxes		(32,224)		170,874		369,038		47,183
Gain (loss) on foreign exchange contracts designated as net investment hedges, net of taxes		440		(6,422)		(11,716)		(1,446)
Loss on interest rate swaps designated as cash flow hedges, net of taxes		(430)		(1,026)		(1,273)		(723)
Post-retirement expense items, net of taxes		(345)		(317)		(1,054)		(910)
Other comprehensive (loss) income		(32,559)		163,109		354,995		44,104
Comprehensive income		76,703		264,006		731,143		337,723
Less: Comprehensive (loss) income attributable to noncontrolling interests		(296)		2,233		4,659		1,278
Comprehensive income attributable to shareholders	$	76,999	$	261,773	$	726,484	$	336,445

See accompanying notes.

Table of Contents

ARROW ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except par value)

(Unaudited)


	September 27,			December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	213,612	$	188,807
Accounts receivable, net		15,656,816		13,030,991
Inventories		4,728,011		4,709,706
Other current assets		539,863		471,909
Total current assets		21,138,302		18,401,413
Property, plant, and equipment, at cost:
Land		5,691		5,691
Buildings and improvements		194,658		194,061
Machinery and equipment		1,709,467		1,623,228
		1,909,816		1,822,980
Less: Accumulated depreciation and amortization		(1,434,017)		(1,353,720)
Property, plant, and equipment, net		475,799		469,260
Investments in affiliated companies		58,136		57,299
Intangible assets, net		81,786		96,706
Goodwill		2,117,017		2,055,295
Other assets		655,448		677,734
Total assets	$	24,526,488	$	21,757,707
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	13,126,538	$	11,047,470
Accrued expenses		1,304,479		1,238,714
Short-term borrowings, including current portion of long-term debt		10,818		349,978
Total current liabilities		14,441,835		12,636,162
Long-term debt		3,118,668		2,773,783
Other liabilities		490,366		516,234
Contingencies (Note L)
Equity:
Shareholders’ equity:
Common stock, par value $1:
Authorized - 160,000 shares in both 2025 and 2024
Issued - 55,827 and 55,592 shares in 2025 and 2024, respectively		55,827		55,592
Capital in excess of par value		579,672		562,080
Treasury stock (4,316 and 3,420 shares in 2025 and 2024, respectively), at cost		(432,809)		(328,078)
Retained earnings		6,357,488		5,980,826
Accumulated other comprehensive loss		(159,447)		(509,269)
Total shareholders’ equity		6,400,731		5,761,151
Noncontrolling interests		74,888		70,377
Total equity		6,475,619		5,831,528
Total liabilities and equity	$	24,526,488	$	21,757,707

See accompanying notes.

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ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 27,		September 28,
	2025		2024
Cash flows from operating activities:
Consolidated net income:	$	376,148	$	293,619
Adjustments to reconcile consolidated net income to net cash (used for) provided by operations:
Depreciation and amortization		103,765		123,356
Amortization of stock-based compensation		20,448		30,187
Equity in earnings of affiliated companies		(1,124)		(1,912)
Deferred income taxes		5,185		(20,287)
Loss on extinguishment of debt		—		1,657
(Gain) loss on investments, net		(109,435)		925
Other		(77)		4,346
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable, net		(2,292,091)		512,394
Inventories		65,225		662,685
Accounts payable		1,871,455		(687,015)
Accrued expenses		(94,367)		189,537
Other assets and liabilities		(81,033)		(305,543)
Net cash (used for) provided by operating activities		(135,901)		803,949
Cash flows from investing activities:
Acquisition of property, plant, and equipment		(73,873)		(70,155)
Proceeds from settlement of net investment hedges		24,858		10,635
Proceeds from sale of investments in equity securities		100,000		—
Other		—		6,494
Net cash provided by (used for) investing activities		50,985		(53,026)
Cash flows from financing activities:
Change in short-term and other borrowings		9,852		(595,069)
Proceeds from long-term bank borrowings, net		338,223		60,158
Redemption of notes		(350,000)		(1,000,000)
Net proceeds from note offering		—		989,564
Proceeds from exercise of stock options		3,427		5,353
Repurchases of common stock		(110,779)		(214,352)
Other		(148)		(1,040)
Net cash used for financing activities		(109,425)		(755,386)
Effect of exchange rate changes on cash		219,146		34,410
Net increase in cash and cash equivalents		24,805		29,947
Cash and cash equivalents at beginning of period		188,807		218,053
Cash and cash equivalents at end of period	$	213,612	$	248,000

See accompanying notes.

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ARROW ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


									Accumulated
	Common		Capital in						Other
	Stock at Par		Excess of Par		Treasury		Retained		Comprehensive		Noncontrolling
	Value		Value		Stock		Earnings		Loss		Interests		Total
Balance at December 31, 2024	$	55,592	$	562,080	$	(328,078)	$	5,980,826	$	(509,269)	$	70,377	$	5,831,528
Consolidated net income		—		—		—		79,720		—		144		79,864
Other comprehensive income		—		—		—		—		124,084		1,891		125,975
Amortization of stock-based compensation		—		18,559		—		—		—		—		18,559
Shares issued for stock-based compensation awards		195		(2,849)		3,558		—		—		—		904
Repurchases of common stock		—		—		(59,413)		—		—		—		(59,413)
Balance at March 29, 2025	$	55,787	$	577,790	$	(383,933)	$	6,060,546	$	(385,185)	$	72,412	$	5,997,417
Consolidated net income (loss)		—		—		—		187,749		—		(727)		187,022
Other comprehensive income		—		—		—		—		257,932		3,647		261,579
Amortization of stock-based compensation		—		11,641		—		—		—		—		11,641
Shares issued for stock-based compensation awards		28		49		2,222		—		—		—		2,299
Repurchases of common stock		—		—		(50,736)		—		—		—		(50,736)
Distributions		—		—		—		—		—		(148)		(148)
Balance at June 28, 2025	$	55,815	$	589,480	$	(432,447)	$	6,248,295	$	(127,253)	$	75,184	$	6,409,074
Consolidated net income		—		—		—		109,193		—		69		109,262
Other comprehensive loss		—		—		—		—		(32,194)		(365)		(32,559)
Amortization of stock-based compensation		—		(9,752)		—		—		—		—		(9,752)
Shares issued for stock-based compensation awards		12		(56)		268		—		—		—		224
Repurchases of common stock		—		—		(630)		—		—		—		(630)
Balance at September 27, 2025	$	55,827	$	579,672	$	(432,809)	$	6,357,488	$	(159,447)	$	74,888	$	6,475,619

Table of Contents


									Accumulated
	Common		Capital in						Other
	Stock at Par		Excess of Par		Treasury		Retained		Comprehensive		Noncontrolling
	Value		Value		Stock		Earnings		Loss		Interests		Total
Balance at December 31, 2023	$	57,691	$	553,340	$	(297,745)	$	5,790,217	$	(298,039)	$	71,843	$	5,877,307
Consolidated net income (loss)		—		—		—		83,601		—		(503)		83,098
Other comprehensive loss		—		—		—		—		(94,091)		(1,148)		(95,239)
Amortization of stock-based compensation		—		13,447		—		—		—		—		13,447
Shares issued for stock-based compensation awards		264		(1,621)		4,286		—		—		—		2,929
Repurchases of common stock		—		—		(112,204)		—		—		—		(112,204)
Balance at March 30, 2024	$	57,955	$	565,166	$	(405,663)	$	5,873,818	$	(392,130)	$	70,192	$	5,769,338
Consolidated net income		—		—		—		108,698		—		926		109,624
Other comprehensive loss		—		—		—		—		(23,536)		(230)		(23,766)
Amortization of stock-based compensation		—		8,253		—		—		—		—		8,253
Shares issued for stock-based compensation awards		91		1,111		637		—		—		—		1,839
Repurchases of common stock		—		—		(51,097)		—		—		—		(51,097)
Distributions		—		—		—		—		—		(141)		(141)
Balance at June 29, 2024	$	58,046	$	574,530	$	(456,123)	$	5,982,516	$	(415,666)	$	70,747	$	5,814,050
Consolidated net income		—		—		—		100,567		—		330		100,897
Other comprehensive income		—		—		—		—		161,206		1,903		163,109
Amortization of stock-based compensation		—		8,487		—		—		—		—		8,487
Shares issued for stock-based compensation awards		13		(445)		1,017		—		—		—		585
Repurchases of common stock		—		—		(51,051)		—		—		—		(51,051)
Balance at September 28, 2024	$	58,059	$	582,572	$	(506,157)	$	6,083,083	$	(254,460)	$	72,980	$	6,036,077

See accompanying notes.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Index to Notes


		Page

Note A. Basis of Presentation		11
Note B. Impact of Recently Issued Accounting Standards		11
Note C. Goodwill and Intangible Assets		12
Note D. Investments in Affiliated Companies		13
Note E. Accounts Receivable		13
Note F. Supplier Finance Programs		16
Note G. Debt		16
Note H. Financial Instruments Measured at Fair Value		18
Note I. Restructuring, Integration, and Other		22
Note J. Net Income per Share		24
Note K. Shareholders’ Equity		25
Note L. Contingencies		26
Note M. Segment and Geographic Information		27

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying consolidated financial statements of Arrow Electronics, Inc. (the “company”) were prepared in accordance with GAAP 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.

These consolidated financial statements do not include all of the information or notes necessary for a complete presentation and, accordingly, should be read in conjunction with the company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, as filed in the company’s Annual Report on Form 10-K.

Quarter End

The company operates on a quarterly calendar that closes on the Saturday closest to the end of the calendar quarter, except for the fourth quarter, which closes on December 31, 2025.

Reclassification

Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

Note B – Impact of Recently Issued Accounting Standards

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate expense items in the notes to the financial statements and requires disclosure of specified information related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The company is currently evaluating the impact of the ASU on its condensed consolidated financial statements and related disclosures. In January 2025, the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU No. 2024-03 is permitted. The company does not currently anticipate adopting these amendments early.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Upon adoption of this ASU, the company will disclose specific new categories in its income tax rate reconciliation and provide additional information for reconciling items above a quantitative threshold. The company will also disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions in which income taxes paid were above a threshold. The company expects these amendments will first be applied in the company’s annual report on Form 10-K for the fiscal year ending December 31, 2025, on a prospective basis.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note C – Goodwill and Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill and other indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter, or more frequently if indicators of potential impairment exist.

Goodwill of companies acquired, allocated to the company’s reportable segments, is as follows:


	Global
(thousands)	Components		Global ECS		Total
Balance as of December 31, 2024 (a)	$	902,445	$	1,152,850	$	2,055,295
Foreign currency translation adjustment		16,501		45,221		61,722
Balance as of September 27, 2025 (a)	$	918,946	$	1,198,071	$	2,117,017

(a)	The total carrying value of goodwill as of September 27, 2025 and December 31, 2024, in the table above is reflected net of $1.6 billion of accumulated impairment charges, of which $1.3 billion was recorded in the global components segment and $301.9 million was recorded in the global ECS segment.

Intangible assets, net, are comprised of the following as of September 27, 2025:


	Gross
	Carrying		Accumulated
(thousands)	Amount		Amortization		Net
Customer relationships	$	192,700	$	(122,373)	$	70,327
Amortizable trade name		74,001		(62,542)		11,459
	$	266,701	$	(184,915)	$	81,786

Intangible assets, net, are comprised of the following as of December 31, 2024:


	Gross
	Carrying		Accumulated
(thousands)	Amount		Amortization		Net
Customer relationships	$	215,366	$	(133,927)	$	81,439
Amortizable trade name		74,001		(58,734)		15,267
	$	289,367	$	(192,661)	$	96,706

During the third quarter of 2025 and 2024, the company recorded amortization expense related to identifiable intangible assets of $4.8 million and $7.3 million, respectively. During the first nine months of 2025 and 2024, amortization expense related to identifiable intangible assets was $15.0 million and $22.3 million, respectively.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note D – Investments in Affiliated Companies

The company owns a 50% interest in two joint ventures with Marubun Corporation (collectively “Marubun/Arrow”) and a 50% interest in one other joint venture. These investments are accounted for using the equity method.

The following table presents the company’s investment in affiliated companies:


	September 27,		December 31,
(thousands)	2025		2024
Marubun/Arrow	$	43,583	$	43,851
Other		14,553		13,448
	$	58,136	$	57,299

The equity in earnings of affiliated companies consists of the following:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Marubun/Arrow	$	189	$	528	$	254	$	614
Other		274		474		870		1,298
	$	463	$	1,002	$	1,124	$	1,912

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. There were no outstanding borrowings under the third-party debt agreements of the joint ventures as of September 27, 2025 and December 31, 2024.

In the second quarter of 2025, the company sold an investment in certain equity securities for $100.0 million and recorded a gain on investments of $99.0 million. This investment was previously accounted for as equity securities without a readily determinable fair value.

Note E – Accounts Receivable

Accounts receivable, net, consists of the following:


	September 27,		December 31,
(thousands)	2025		2024
Accounts receivable	$	15,782,917	$	13,147,436
Allowance for credit losses		(126,101)		(116,445)
Accounts receivable, net	$	15,656,816	$	13,030,991

Accounts receivable includes balances related to inventory purchased by the company as part of its global components supply chain services offerings. In these transactions, the company acts as an agent for its customers, and consequently, the receivables are disproportionate to the fees the company recognizes as revenue for its services. The company generally carries corresponding accounts payables on its balance sheet with some differences due to timing of settlement.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table is a rollforward for the company’s allowance for credit losses:


	Nine Months Ended
	September 27,		September 28,
(thousands)	2025		2024
Balance at beginning of period	$	116,445	$	146,480
Charged (credited) to income		14,817		(16,866)
Translation adjustments		4,183		(102)
Write-offs		(9,344)		(26,447)
Balance at end of period	$	126,101	$	103,065

The company monitors the current credit condition of its customers in estimating the expected credit losses and has not experienced significant changes in customers’ payment trends or significant deterioration in customers’ credit risk as of September 27, 2025. For the first nine months ended September 28, 2024, the net benefit recorded to income of $16.9 million includes a $20.0 million reversal of an allowance previously recorded in the global ECS segment for aged receivables that were collected during the second quarter of 2024.

EMEA Asset Securitization

The company has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region at a discount to a special purpose entity, which in turn sells certain of the receivables to unaffiliated financial institutions and conduits administered by such unaffiliated financial institutions (“unaffiliated financial institutions”) on a monthly basis. The company may sell up to €600.0 million under the EMEA asset securitization program, which matures in December 2027, subject to extension in accordance with its terms. The program is conducted through Arrow EMEA Funding Corp B.V., an entity structured to be bankruptcy remote. The company is deemed the primary beneficiary of Arrow EMEA Funding Corp B.V. as the company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivable into the special purpose entity. Accordingly, Arrow EMEA Funding Corp B.V. is included in the company’s consolidated financial statements.

Sales of accounts receivable to unaffiliated financial institutions under the EMEA asset securitization program:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
EMEA asset securitization, sales of accounts receivable	$	411,163	$	437,052	$	1,199,954	$	1,454,711

Receivables sold to unaffiliated financial institutions under the program are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets, and cash receipts are reflected in the “Cash flows from operating activities” section of the consolidated statements of cash flows. The purchase price is paid in cash when the receivables are sold. Certain unsold receivables held by Arrow EMEA Funding Corp B.V. are pledged as collateral to unaffiliated financial institutions. These unsold receivables are included in “Accounts receivable, net” on the company’s consolidated balance sheets.

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Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The company continues servicing the receivables which were sold and in exchange receives a servicing fee under the program. The company does not record a servicing asset or liability on the company’s consolidated balance sheets as the company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

Other amounts related to the EMEA asset securitization program are set forth below:


	September 27,		December 31,
(thousands)	2025		2024
Receivables sold to unaffiliated financial institutions that were uncollected	$	331,071	$	339,669
Collateralized accounts receivable held by Arrow EMEA Funding Corp B.V.		655,844		528,975

Any accounts receivable held by Arrow EMEA Funding Corp B.V. would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings if there are outstanding balances under the EMEA asset securitization program. The assets of the special purpose entity cannot be used by the company for general corporate purposes. Additionally, the financial obligations of Arrow EMEA Funding Corp B.V. to the unaffiliated financial institutions under the program are limited to the assets it owns and there is no recourse to Arrow Electronics, Inc. for receivables that are uncollectible as a result of an account debtor’s insolvency or inability to pay.

The EMEA asset securitization program includes terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of September 27, 2025, the company was in compliance with all such financial covenants.

Factoring

In the normal course of business, certain of the company’s subsidiaries have factoring agreements to sell, with limited or no recourse, selected trade accounts receivable to financial institutions and accounts for these transactions as sales of the related receivables. The receivables are excluded from “Accounts receivable, net” on the company’s consolidated balance sheets and cash receipts are reflected in the “Cash flows from operating activities” section on the consolidated statements of cash flows. The company typically does not retain financial or legal interests in these receivables. Factoring fees for the sales of accounts receivables are included in “Interest and other financing expense, net” in the consolidated statements of operations. The company continues servicing the receivables which were sold.

Sales of trade accounts receivable under the company’s factoring programs:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Sales of accounts receivable under the factoring programs	$	206,328	$	238,388	$	758,693	$	686,309

Other amounts under the company’s factoring programs:


	September 27,		December 31,
(thousands)	2025		2024
Receivables sold under the factoring programs that were uncollected	$	236,648	$	182,432

Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note F – Supplier Finance Programs

At the request of certain of the company’s suppliers, the company has entered into agreements (“supplier finance programs”) with third-party finance providers, which facilitate the participating suppliers’ ability to sell their receivables from the company to the third-party financial institutions, at the sole discretion of the suppliers. For agreeing to participate in these programs, the company seeks to secure improved standard payment terms with its suppliers. The company is not involved in negotiating terms of the arrangements between its suppliers and the financial institutions and has no economic interest in a supplier’s decision to enter into these agreements or sell receivables from the company. The company’s rights and obligations to its suppliers, including amounts due, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the company agrees to make all payments to the third-party financial institutions, and the company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers. As of September 27, 2025, and December 31, 2024, the company had $715.7 million and $1.3 billion, respectively, in obligations outstanding under these programs included in “Accounts payable” on the company’s consolidated balance sheets and all activity related to the obligations is presented within operating activities on the consolidated statements of cash flows.

Note G – Debt

Short-term borrowings, including current portion of long-term debt, consist of the following:


	September 27,		December 31,
(thousands)	2025		2024
4.00% notes, due April 2025	$	—	$	349,808
Other short-term borrowings		10,818		170
	$	10,818	$	349,978

The company has $500.0 million in uncommitted lines of credit. There were no outstanding borrowings under the uncommitted lines of credit at September 27, 2025 and December 31, 2024. The maturity for borrowings is generally short term and is agreed upon with lenders at the time of each borrowing. The uncommitted lines of credit had a weighted-average effective interest rate of 4.79% and 5.18% at September 27, 2025 and December 31, 2024, respectively.

The company has a commercial paper program, and the maximum aggregate balance of commercial paper outstanding may not exceed the borrowing capacity of $1.2 billion. Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. The company had no outstanding borrowings under this program at September 27, 2025 and December 31, 2024. The commercial paper program had a weighted-average effective interest rate of 4.74% and 5.21% at September 27, 2025 and December 31, 2024, respectively.

Table of Contents

Index to Notes

ARROW ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Long-term debt consists of the following:


	September 27,		December 31,
(thousands)	2025		2024
Revolving credit facility	$	—	$	30,000
North American asset securitization program		1,005,000		633,000
7.50% senior debentures, due 2027		110,327		110,266
3.875% notes, due 2028		498,301		497,775
5.15% notes, due 2029		495,904		495,209
2.95% notes, due 2032		495,991		495,576
5.875% notes, due 2034		495,317		494,986
Other obligations with various interest rates and due dates		17,828		16,971
	$	3,118,668	$	2,773,783

The 7.50% senior debentures are not redeemable prior to their maturity. All other notes may be called at the option of the company subject to “make whole” clauses.

The estimated fair market value of long-term debt, using quoted market prices, is as follows:


	September 27,		December 31,
(thousands)	2025		2024
7.50% senior debentures, due 2027	$	114,500	$	115,000
3.875% notes, due 2028		494,000		481,500
5.15% notes, due 2029		511,000		498,000
2.95% notes, due 2032		446,000		426,000
5.875% notes, due 2034		522,500		502,500

The carrying amount of the company’s other short-term borrowings, North American asset securitization program and other obligations approximate their fair value.

The company has a $2.0 billion revolving credit facility that may be used by the company for general corporate purposes including working capital in the ordinary course of business, letters of credit, repayment, prepayment or purchase of long-term indebtedness, acquisitions, and as support for the company’s commercial paper program, as applicable. In June 2025, the company amended its revolving credit facility and, among other things, extended its term to mature in June 2030. Interest on borrowings under the revolving credit facility is calculated using a base rate or SOFR, plus a spread (1.08% at September 27, 2025), which is based on the company’s credit ratings, or a weighted-average effective interest rate of 5.34% at September 27, 2025. The effective interest rate was 5.48% at December 31, 2024. The facility fee, which is based on the company’s credit ratings, was 0.175% of the total borrowing capacity at September 27, 2025. The company had no outstanding borrowings and $30.0 million in outstanding borrowings under the revolving credit facility at September 27, 2025 and December 31, 2024, respectively.

The company has a North American asset securitization program collateralized by accounts receivable of certain of its subsidiaries. The company may borrow up to $1.5 billion under the program which matures in September 2027. The program is conducted through AFC, a wholly-owned, bankruptcy-remote subsidiary. The North American asset securitization program does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the company’s consolidated balance sheets. Interest on borrowings is calculated using a base rate plus a spread (0.40% at September 27, 2025) and a credit spread adjustment of 0.10% or an effective interest rate of 4.66% at September 27, 2025. The effective interest rate was 4.83% at December 31, 2024. The facility fee is 0.40% of the total borrowing capacity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The company had $1.0 billion and $633.0 million in outstanding borrowings under the North American asset securitization program at September 27, 2025 and December 31, 2024, respectively, which was included in “Long-term debt” on the company’s consolidated balance sheets. Total collateralized accounts receivable of approximately $2.7 billion and $3.0 billion were held by AFC and were included in “Accounts receivable, net” on the company’s consolidated balance sheets at September 27, 2025 and December 31, 2024, respectively. Any accounts receivable held by AFC would likely not be available to other creditors of the company in the event of bankruptcy or insolvency proceedings of the company before repayment of any outstanding borrowings under the North American asset securitization program.

Both the revolving credit facility and North American asset securitization program include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels. As of September 27, 2025, the company was in compliance with all such financial covenants.

In the second quarter of 2025, the company repaid in full the $350.0 million principal amount of its 4.00% notes due April 2025.

Interest and dividend income of $9.9 million and $28.4 million for the third quarter and first nine months of 2025, respectively, and $10.3 million and $44.6 million for the third quarter and first nine months of 2024, respectively, were recorded in “Interest and other financing expense, net” within the company’s consolidated statements of operations.

Note H – Financial Instruments Measured at Fair Value

Fair value is defined 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. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has 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.

The following table presents assets measured at fair value on a recurring basis at September 27, 2025:


(thousands)	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Cash equivalents (a)	Cash and cash equivalents	$	12,816	$	—	$	—	$	12,816
Equity investments (b)	Other assets		42,211		—		—		42,211
Foreign exchange contracts designated as net investment hedges	Other assets / other current assets		—		16,192		—		16,192
		$	55,027	$	16,192	$	—	$	71,219

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The following table presents assets measured at fair value on a recurring basis at December 31, 2024:


(thousands)	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Cash equivalents (a)	Cash and cash equivalents	$	10,751	$	—	$	—	$	10,751
Equity investments (b)	Other assets		42,907		—		—		42,907
Foreign exchange contracts designated as net investment hedges	Other assets / other current assets		—		53,679		—		53,679
		$	53,658	$	53,679	$	—	$	107,337

(a)	Cash equivalents include highly liquid investments with an original maturity of less than three months.

(b)

The company has an approximately 9.0% equity ownership interest in Marubun Corporation and a portfolio of mutual funds with quoted market prices. The company recorded unrealized gains of $3.6 million and $4.1 million for the third quarter and first nine months of 2025, respectively, on equity securities held at the end of the quarter. The company recorded unrealized gains (losses) of $1.6 million and ($8.5) million for the third quarter and first nine months of 2024, respectively, on equity securities held at the end of the quarter.

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to goodwill, and identifiable intangible assets (see Note C). The company tests these assets for impairment if indicators of potential impairment exist or at least annually if indefinite-lived.

Derivative Instruments

The company uses various financial instruments, including derivative instruments, for purposes other than trading. Certain derivative instruments are designated at inception as hedges and assessed for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are carried at fair value on the consolidated balance sheets with changes in fair value recognized in earnings.

Interest Rate Swaps

The company manages the risk of variability in interest rates of future expected debt issuances by entering into various forward-starting interest rate swaps, designated as cash flow hedges. Changes in fair value of interest rate swaps designated as cash flow hedges are recorded in the shareholders’ equity section in the company’s consolidated balance sheets in “Accumulated other comprehensive loss” and will be reclassified into income over the life of the anticipated debt issuance or in the period the hedged forecasted cash flows are deemed no longer probable to occur. Reclassified gains and losses are recorded within the line item “Interest and other financing expense, net” in the consolidated statements of operations.

The fair value of interest rate swaps are estimated using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

The company occasionally enters into interest rate swap transactions, designated as fair value hedges, that convert certain fixed-rate debt to variable-rate debt in order to manage its targeted mix of fixed- and floating-rate debt. For qualifying interest rate fair value hedges, gains or losses on derivatives are included in “Interest and other financing expense, net” in the consolidated statements of operations. The change in fair value of the hedged item attributable to the risk being hedged is reported as an adjustment to its carrying value and is also included in “Interest and other financing expense, net.”

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Foreign Exchange Contracts

The company’s foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase the product. The company enters into foreign exchange forward, option, or swap contracts (collectively, the “foreign exchange contracts”) to facilitate the hedging of foreign currency exposures, denominated primarily in Euros and Indian Rupees, resulting from inventory purchases and sales and mitigate the impact of changes in foreign currency exchange rates related to these transactions. Foreign exchange contracts generally have terms of no more than six months. 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 foreign currency spot rates and forward rates quotes by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at September 27, 2025 and December 31, 2024, was $1.1 billion.

Gains and losses related to non-designated foreign currency exchange contracts are recorded in “Cost of sales” on the company’s consolidated statements of operations. Gains and losses related to foreign currency exchange contracts designated as cash flow hedges are recorded in “Cost of sales,” “Selling, general, and administrative,” and “Interest and other financing expense, net” based upon the nature of the underlying hedged transaction, on the company’s consolidated statements of operations. 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, and were not material to the financial statements for the periods presented.

The following foreign exchange contracts were designated as net investment hedges, hedging a portion of the company’s net investments in subsidiaries with Euro-denominated net assets:


	Notional Amount (thousands)
Maturity Date	September 27, 2025		December 31, 2024
April 2025	EUR	—	EUR	100,000
January 2028	EUR	100,000	EUR	100,000
	EUR	100,000	EUR	200,000

The change in the fair value of derivatives designated as net investment hedges are recorded in foreign currency translation adjustments within “Accumulated other comprehensive loss” on the company’s consolidated balance sheets. Amounts excluded from the assessment of hedge effectiveness are included in “Interest and other financing expense, net” on the company’s consolidated statements of operations.

During the second quarter of 2025, two foreign exchange contracts designated as net investment hedges matured and the company received $24.9 million, which is reported in the “Cash flow from investing activities” section of the consolidated statements of cash flows.

During the third quarter of 2024, a foreign exchange contract designated as a net investment hedge matured and the company received $10.6 million, which is reported in the “Cash flows from investing activities” section of the consolidated statements of cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The effects of derivative instruments on the company’s consolidated statements of operations and other comprehensive income are as follows:


		Quarter Ended				Nine Months Ended
		September 27,		September 28,		September 27,		September 28,
(thousands)	Income Statement Line	2025		2024		2025		2024
Gain Recognized in Income
Foreign exchange contracts, net investment hedge (a)	Interest Expense	$	671	$	1,722	$	2,759	$	5,330
Interest rate swaps, cash flow hedge	Interest Expense		565		449		1,672		51
Interest rate swap, fair value hedge (b)	Interest Expense		—		—		—		454
		$	1,236	$	2,171	$	4,431	$	5,835
Gain (Loss) Recognized in Other Comprehensive Income (Loss) before reclassifications, net of tax
Foreign exchange contracts, net investment hedge (c)		$	951	$	(5,110)	$	(9,616)	$	2,610
Interest rate swaps, cash flow hedges			—		(684)		—		(684)
		$	951	$	(5,794)	$	(9,616)	$	1,926

(a)	Represents derivative amounts excluded from the assessment of effectiveness for the net investment hedges reclassified from foreign currency translation adjustments to “Interest and other financing expense, net”.

(b)	The cumulative amount of fair value hedging adjustments to the carrying value of hedged debt instruments totaled a loss of $0.4 million for first quarter of 2024. During the first quarter of 2024, the fair value hedge was terminated.

(c)

Includes derivative gains (losses) of $0.8 million and ($10.0) million for the third quarter and first nine months of 2025, respectively, and ($3.5) million and ($2.1) million for the third quarter and first nine months of 2024, respectively, which were excluded from the assessment of effectiveness for the net investment hedges and recognized in other comprehensive income (loss), net of tax.

Other

The carrying amount of “Cash and cash equivalents”, “Accounts receivable, net”, and “Accounts payable” approximate their fair value due to the short maturities of these financial instruments.

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Note I – Restructuring, Integration, and Other

The following table presents the components of the restructuring, integration, and other charges:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Restructuring, integration and related costs
Operating Expense Efficiency Plan costs (a)	$	34,628	$	—	$	63,259	$	—
Other plans		170		741		2,053		841
Other expenses
Operating expense reduction costs not related to restructuring initiatives (b)		(1,382)		31,895		546		107,503
Early lease termination costs		215		289		1,546		6,814
Other charges		2,017		1,541		7,476		6,701
	$	35,648	$	34,466	$	74,880	$	121,859

(a)	See details related to the Operating Expense Efficiency Plan discussed below.

(b)	Primarily related to employee severance and benefit costs. As of September 27, 2025, the accrued liabilities related to these costs totaled $20.0 million and substantially all accrued amounts are expected to be spent in cash within two years.

Operating Expense Efficiency Plan

On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”). The Plan is designed to improve operational efficiency through the following measures: (i) reorganizing and consolidating certain areas of the company’s operations to centralize functions and streamline resources, with a focus on more cost-efficient regions; (ii) enhancing warehouse and logistics operations; (iii) investing in information technology to support automation and process improvements; (iv) consolidating the company’s global real estate footprint; (v) reducing third-party spending; and (vi) winding down certain non-core businesses that are not aligned with the company’s strategic objectives. The company expects to substantially complete the Plan by the end of fiscal year 2026, subject to, among other things, local legal and consultation requirements.

Under the Plan, the company anticipates to incur pre-tax restructuring charges of approximately $185.0 million. While the composition of these costs will continue to evolve over time, the company currently expects to incur approximately $80.0 million of employee severance and other personnel cash expenditures; approximately $75.0 million of non-cash asset impairments, inventory write-downs and foreign currency translation adjustment write-offs related to the wind down of certain business operations; and approximately $30.0 million of other related cash expenditures. As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, restructuring, integration, and related costs are included in the corporate line item for management and segment reporting as they are not attributable to the individual reportable segments.

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(Unaudited)

The following table presents the costs related to the Operating Expense Efficiency Plan:


			Quarter Ended		Nine Months Ended		Total Cost
			September 27,		September 27,		Incurred to
(thousands)	Income Statement Line		2025		2025		Date
Employee severance and benefit costs		Restructuring, integration, and other	$	28,334	$	47,747	$	49,095
Inventory (recoveries) write-downs		Cost of sales		(1,989)		(6,628)		43,716
Asset impairments		Restructuring, integration, and other		-		-		1,416
Other costs (a)		Restructuring, integration, and other		6,294		15,512		23,027
			$	32,639	$	56,631	$	117,254

(a)	Other costs consist primarily of consulting and other professional fees, early lease termination fees, and foreign currency translation adjustment write-offs.

The following table presents the activity in the restructuring, integration, and other accruals related to the Operating Expense Efficiency Plan:


(thousands)	Employee Severance and Benefit Costs		Inventory Recoveries		Other Costs		Total
Balance at December 31, 2024	$	384	$	-	$	202	$	586
Restructuring related charges		47,747		(6,628)		15,512		56,631
Cash (payments) receipts		(15,195)		6,628		(14,345)		(22,912)
Foreign currency translations		979		-		79		1,058
Balance at September 27, 2025	$	33,915	$	-	$	1,448	$	35,363

Substantially all amounts accrued at September 27, 2025 related to the Operating Expense Efficiency Plan are expected to be paid in cash within one year.

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Note J – Net Income per Share

Basic net income per share is computed by dividing net income attributable to shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of equity awards is calculated using the treasury stock method.

The following table presents the computation of net income per share on a basic and diluted basis:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands except per share data)	2025		2024		2025		2024
Net income attributable to shareholders	$	109,193	$	100,567	$	376,662	$	292,866
Weighted-average shares outstanding - basic		51,695		53,010		51,935		53,476
Net effect of various dilutive stock-based compensation awards		446		465		446		523
Weighted-average shares outstanding - diluted		52,141		53,475		52,381		53,999
Net income per share:
Basic	$	2.11	$	1.90	$	7.25	$	5.48
Diluted (a)	$	2.09	$	1.88	$	7.19	$	5.42

(a) Equity awards excluded from diluted net income per share as their effect would have been anti-dilutive		1		-		38		21

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Note K – Shareholders’ Equity

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in Accumulated other comprehensive loss, excluding noncontrolling interests:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Foreign Currency Translation Adjustment and Other:
Other comprehensive (loss) income before reclassifications (a)	$	(32,101)	$	168,947	$	360,249	$	46,708
Amounts reclassified into income		242		24		3,616		(50)
Gain (loss) on Foreign Exchange Contracts Designated as Net Investment Hedges, Net:
Other comprehensive income (loss) before reclassifications (b)		951		(5,110)		(9,616)		2,610
Amounts reclassified into income		(511)		(1,312)		(2,100)		(4,056)
Loss on Interest Rate Swaps Designated as Cash Flow Hedges, Net:
Other comprehensive loss before reclassifications (b)		—		(684)		—		(684)
Amounts reclassified into income		(430)		(342)		(1,273)		(39)
Post-retirement Expense Items, Net:
Amounts reclassified into income		(345)		(317)		(1,054)		(910)
Net change in Accumulated other comprehensive (loss) income	$	(32,194)	$	161,206	$	349,822	$	43,579

(a)

Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $1.1 million and $35.7 million for the third quarter and first nine months of 2025, and $12.2 million and $3.2 million for the third quarter and first nine months of 2024, respectively.

(b)	For additional information related to net investment hedges and interest rate swaps refer to Note H.

Common Stock Outstanding Activity

The following tables set forth the activity in the number of shares outstanding:


	Common		Common
	Stock	Treasury	Stock
(thousands)	Issued	Stock	Outstanding
Common stock outstanding at December 31, 2024	55,592	3,420	52,172
Shares issued for stock-based compensation awards	195	(28)	223
Repurchases of common stock	—	528	(528)
Common stock outstanding at March 29, 2025	55,787	3,920	51,867
Shares issued for stock-based compensation awards	28	(23)	51
Repurchases of common stock	—	417	(417)
Common stock outstanding at June 28, 2025	55,815	4,314	51,501
Shares issued for stock-based compensation awards	12	(3)	15
Repurchases of common stock	—	5	(5)
Common stock outstanding at September 27, 2025	55,827	4,316	51,511

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(Unaudited)


	Common		Common
	Stock	Treasury	Stock
(thousands)	Issued	Stock	Outstanding
Common stock outstanding at December 31, 2023	57,691	3,880	53,811
Shares issued for stock-based compensation awards	264	(57)	321
Repurchases of common stock	—	902	(902)
Common stock outstanding at March 30, 2024	57,955	4,725	53,230
Shares issued for stock-based compensation awards	91	(9)	100
Repurchases of common stock	—	385	(385)
Common stock outstanding at June 29, 2024	58,046	5,101	52,945
Shares issued for stock-based compensation awards	13	(11)	24
Repurchases of common stock	—	382	(382)
Common stock outstanding at September 28, 2024	58,059	5,472	52,587

Share Repurchase Program

The following table shows the company’s share repurchase program as of September 27, 2025:


					Approximate
					Dollar Value of
	Dollar Value		Dollar Value of		Shares that May
	Approved for		Shares		Yet be Purchased
Share Repurchase Details by Month of Board Approval (thousands)	Repurchase		Repurchased		Under the Program
January 2023	$	1,000,000	$	776,640	$	223,360

The company made no repurchases of its common stock under the company’s share repurchase program during the third quarter of 2025. The company repurchased 0.9 million shares of its common stock for $99.9 million during the first nine months of 2025, under the company’s share repurchase program, excluding excise taxes. During the first nine months of 2025, the company accrued $0.8 million of excise tax, which is recorded within “Treasury stock” on the company’s consolidated balance sheets and reduces the share repurchase authorization, as the excise tax is a part of the overall cost of acquiring treasury shares. The company’s share repurchase program does not have an expiration date.

Note L – Contingencies

Environmental Matters

The Company has accrued liabilities of $22.7 million for ongoing environmental remediation efforts at sites in Huntsville, Alabama (the “Huntsville site”) and Norco, California (the “Norco site”) at which contaminated soil and groundwater was identified. The contamination related to activities of certain subsidiaries which ended prior to 2000. Remediation efforts began in 2015 and 2003 at the Huntsville site and Norco site, respectively, and are progressing under action plans monitored by local environmental agencies.

Costs are recorded for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Environmental liabilities are included in “Accrued expenses” and “Other liabilities” on the company’s consolidated balance sheets. The company has determined that there is no amount within the environmental liability ranges discussed below that is a better estimate than any other amount, and therefore has recorded the accruals at the minimum amount of the ranges. The liabilities were estimated based on current costs and are not discounted. Environmental costs related to these matters include remediation, project management, regulatory oversight, and investigative and feasibility study activities.

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To date, the company has spent approximately $9.3 million and $88.3 million related to environmental costs at the Huntsville site and the Norco site, respectively. The subsequent environmental costs at the Huntsville site are estimated to be between $5.1 million and $16.8 million and at the Norco site they are estimated to be between $17.6 million and $33.7 million.

The company expects the liabilities associated with such ongoing remediation to be resolved over an extended period of time, with current estimates extending beyond 2040. The accruals for environmental liabilities are adjusted periodically as facts and circumstances change, assessment and remediation efforts progress, or as additional technical or legal information becomes available. Environmental liabilities are difficult to assess and estimate due to various unknown factors such as the timing, extent, and the efficacy of remediation, improvements in remediation technologies, orders by administrative agencies, and the extent to which environmental laws and regulations may change in the future.

To date, the company has recovered approximately $157.4 million from certain insurance carriers and other responsible parties relating to environmental clean-up matters at these sites and continues to pursue additional recoveries from one insurer related solely to the Huntsville site. The company has not recorded a receivable for any potential future insurance recoveries.

It is reasonably possible that the company will need to adjust the liabilities noted above to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing, or duration of the required actions. Future changes in estimates of the costs, timing, or duration of the required actions could have a material adverse effect on the company’s consolidated financial position, results of operations, or cash flows.

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, labor, product, 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 M – 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 organizes its operations by geographic region and global business lines. The company’s operating segments reflect the way the chief executive officer (CODM as defined in ASC 280, Segment Reporting) reviews financial information, makes operating decisions and assesses business performance. In identifying operating segments, the company also considers its annual budgeting and forecasting process, management reporting structure, the basis on which management compensation is determined, information presented to the Board of Directors, and similarities such as the nature of products, the level of shared products, technology and other resources, and customer base. The company concluded that identifying operating segments by major geographic region within each of the company’s major businesses was consistent with the objectives of ASC 280 and it has aggregated geographic operating segments within the global components segment and the global ECS segment based on similar characteristics including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers.

In the third quarter of 2025, in conjunction with Sean Kerins’s separation from the company, William (“Bill”) F. Austen was appointed as the company’s Interim President and Chief Executive Officer, and identified as the CODM responsible for reviewing financial information, making operational decisions, and evaluating business performance in a manner consistent with the previous CODM. The transition in CODM did not lead to any changes in the reportable or operating segments.

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The global components segment is enabled by a comprehensive range of value-added capabilities and services, markets, and distributes electronic components to OEMs and EMS providers. The global ECS segment is a leading provider of comprehensive computing solutions and value-added services. The global ECS segment brings broad market access, extensive supplier relationships, scale, and value-added solutions to help its VARs and MSPs meet the needs of their end-users through a portfolio that includes datacenter, cloud, security, and analytics solutions.

The CODM evaluates the performance of both segments based on operating income, as well as monitors sales, gross profit, and operating expenses. This information is used to monitor segment profitability, allocate resources, and make budgeting and forecasting decisions about the segments. The CODM also uses these measures to monitor trends in year over year performance comparisons, sequential quarter performance comparisons, and to compare actual results to forecasts. More disaggregated information about operating expense is generally only reviewed by the CODM on a consolidated basis.

As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, operating income for the segments excludes unallocated corporate overhead costs, depreciation on corporate fixed assets, and restructuring, integration, and other costs, as they are not attributable to the individual segments and are included in the corporate line item.

Sales, by segment by geographic area, are as follows:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Sales:
Components:
Americas	$	1,708,840	$	1,638,459	$	4,984,932	$	4,807,991
EMEA		1,443,607		1,289,786		4,210,552		4,385,787
Asia/Pacific		2,403,945		2,017,814		6,423,528		5,975,729
Global components	$	5,556,392	$	4,946,059	$	15,619,012	$	15,169,507

ECS:
Americas	$	1,021,950	$	1,033,115	$	2,984,638	$	2,904,933
EMEA		1,134,199		844,145		3,502,855		2,566,007
Global ECS	$	2,156,149	$	1,877,260	$	6,487,493	$	5,470,940
Total	$	7,712,541	$	6,823,319	$	22,106,505	$	20,640,447

Sales by country are as follows:


	Quarter Ended				Nine Months Ended
	September 27,		September 28,		September 27,		September 28,
(thousands)	2025		2024		2025		2024
Sales:
China and Hong Kong	$	1,210,685	$	1,039,648	$	3,227,276	$	3,033,834
Germany		821,256		672,280		2,331,610		2,306,795
Other		3,075,995		2,610,859		9,015,217		8,115,710
Total foreign

ARROW ELECTRONICS, INC. 10-Q