Arrow Electronics 2013 Annual Report Download

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Please find the complete 2013 Arrow Electronics annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

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Table of contents

  • Page 1
    ... the fiscal year ended December 31, 2013 OR o TRTNSITION REPORT PURSUTNT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHTNGE TCT OF 1934 For the transition period from to Commission file number 1-4482 TRROW ELECTRONICS, INC. (Exact name of registrant as specified in its charter) New York (State...

  • Page 2
    ... with Tccountants on Tccounting and Financial Disclosure. Controls and Procedures. Other Information. PTRT III Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain...

  • Page 3
    ... in Tustralia, China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan, Thailand, and Vietnam. Over the past three years, the global components business segment completed 15 strategic acquisitions to broaden its product and service offerings, to...

  • Page 4
    ... 500 customers in the voice-over-Internet protocol market. Tdditionally, the company is a provider of unified communications products and related services to Fortune 50 companies in North Tmerica. During 2013, as a result of the company's acquisition of CSS Computer Security Solutions Holding GmbH...

  • Page 5
    ...order basis, rather than through long-term sales contracts. Ts such, the nature of the company's business does not provide visibility of material forward-looking information from its customers and suppliers beyond a few months. Each of the company's selling locations and primary distribution centers...

  • Page 6
    ...the SEC, or any of the agreements or other documents that constitute exhibits to those filings, can be obtained by request directed to the company at the following address and telephone number: Trrow Electronics, Inc. 7459 S. Lima Street Englewood, Colorado 80112 (303) 824-4000 Tttention: Corporate...

  • Page 7
    ... 2006 to December 2013. He has been the Chief Information Officer of the company for more than five years. M. Catherine Morris has been Senior Vice President and Chief Strategy Officer of the company for more than five years. Paul J. Reilly was appointed Executive Vice President of Finance and...

  • Page 8
    ... and national electronic components and enterprise computing solutions distributors, as well as numerous other smaller, specialized competitors who generally focus on narrower markets, products, or particular sectors. The company also competes for customers with its suppliers. The size of the...

  • Page 9
    ... for which the company assumed responsibility as part of the Wyle Electronics ("Wyle") acquisition are known to have environmental issues, one at Norco, California and the other at Huntsville, Tlabama. The company was also named as a defendant in a private lawsuit filed in connection with alleged...

  • Page 10
    ... and related services represented approximately 41%, 43%, and 47% of the company's consolidated sales in 2013, 2012, and 2011, respectively. The sale of the company's PEMCO products closely tracks the semiconductor market. Tccordingly, the company's revenues and profitability, particularly in...

  • Page 11
    ... the company sells products and services. If sales in those markets increased as a percentage of overall sales, consolidated operating income margins will be lower. The financial impact of lower operating income on returns on working capital is offset, in part, by lower working capital requirements...

  • Page 12
    ... are designed to reduce rather than eliminate financial statement risk. If the company fails to maintain an effective system of internal controls, or if management or the company's independent registered public accounting firm discovers material weaknesses in the company's internal controls, it...

  • Page 13
    ... provide products in sufficient quantities to meet customer demand or at competitive prices. Item 1B. Unresolved Staff Comments . None. Item 2. Properties. The company owns and leases sales offices, distribution centers, and administrative facilities worldwide. Its executive office is located in...

  • Page 14
    ... the extent that future environmental costs exceed amounts currently accrued by the company, net income would be adversely impacted and such impact could be material. Ts successor-in-interest to Wyle, the company is the beneficiary of various Wyle insurance policies that covered liabilities arising...

  • Page 15
    ... is in the process of responding to the Civil Investigative Demand. The Civil Investigative Demand merely seeks information, and no proceedings have been instituted against any person. The company has conducted a preliminary review, and does not have any reason to believe that there has been any...

  • Page 16
    ... for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information The company's common stock is listed on the NYSE (trading symbol: "TRW"). The high and low sales prices during each quarter of 2013 and 2012 are as follows: Year 2013: Fourth...

  • Page 17
    ...the time of each reported data point. 2008 2009 2010 2011 Trrow Electronics Peer Group S&P 500 Stock Index 100 100 100 157 166 126 182 189 145 199 196 148 2012 202 197 171 2013 288 275 226 Issuer Purchases of Equity Securities In February 2013, the company's Board approved the repurchase...

  • Page 18
    .... (b) The difference between the "total number of shares purchased" and the "total number of shares purchased as part of publicly announced program" for the quarter ended December 31, 2013 is 3,497 shares, which relate to shares withheld from employees for stock-based awards, as permitted by the...

  • Page 19
    ... appearing elsewhere in this Tnnual Report on Form 10-K (dollars in thousands except per share data): $ Operating income $ Net income attributable to shareholders $ Net income per share: For the years ended December 31: Sales 2013 (a) 21,357,285 693,500 399,420 $ $ $ $ $ 2012 (b) 20,405,128 804...

  • Page 20
    attributable to shareholders also includes a loss on prepayment of debt of $5.3 million ($3.2 million net of related taxes or $.03 per share on both a basic and diluted basis). 20

  • Page 21
    ...operating income margin remained relatively flat for 2013. Tdditionally, returns on capital, which are key metrics used to evaluate the company's performance, were also not impacted by this prospective revision. Executive Summary Consolidated sales for 2013 increased by 4.7%, compared with the year...

  • Page 22
    ... through long-term sales contracts. Ts such, the nature of the company's business does not provide for the visibility of material forward-looking information from its customers and suppliers beyond a few months. Following is an analysis of net sales by business segment for the years ended December...

  • Page 23
    ... currencies and acquisitions, the company's global ECS business segment sales increased by 5.8% in 2013, compared with the year-earlier period. Following is an analysis of net sales by business segment for the years ended December 31 (in millions): 2012 Consolidated sales, as reported Impact of...

  • Page 24
    ... currencies and acquisitions, the company's global ECS business segment sales increased by 6.1% in 2012, compared with the year-earlier period. tross Profit Following is an analysis of gross profit for the years ended December 31 (in millions): 2013 Consolidated gross profit, as reported Impact of...

  • Page 25
    ...) for 2013 decreased 1.4%, on a sales increase, as adjusted, of 3.0%, due to the company's ability to efficiently manage operating costs. Following is an analysis of operating expenses for the years ended December 31 (in millions): 2012 Selling, general, and administrative expenses, as reported...

  • Page 26
    ... real estate costs. These restructuring initiatives are due to the company's continued efforts to lower cost and drive operational efficiency, primarily related to the integration of recently acquired businesses. Ts of December 31, 2013 , the company does not anticipate there will be any material...

  • Page 27
    ... Following is an analysis of operating income for the years ended December 31 (in millions): 2013 Consolidated operating income, as reported Identifiable intangible asset amortization Restructuring, integration, and other charges Settlement of legal matters 2012 $ 694 37 $ 804 93 - $ 823...

  • Page 28
    ...6.875% senior notes due July 2013. During 2011, the company acquired Nu Horizons for less than the fair value of its net assets due to Nu Horizons' stock trading below its book value for an extended period of time prior to the announcement of the acquisition. The company offered a purchase price per...

  • Page 29
    ... the years ended December 31 (in millions): 2013 Net income attributable to shareholders, as reported Identifiable intangible asset amortization Restructuring, integration, and other charges Settlement of legal matters Loss on prepayment of debt Settlement of international tax matters: Income taxes...

  • Page 30
    ...products. These decreases were offset, in part, by a reduction in selling, general, and administrative expenses due to the company's efforts to streamline processes and to reduce expenses in response to the decline in sales. Liquidity and Capital Resources Tt December 31, 2013 and 2012, the company...

  • Page 31
    ...note offering, $71.4 million of net proceeds of long-term bank borrowings, $36.0 million of proceeds from the exercise of stock options, and $7.2 million related to excess tax benefits from stock-based compensation arrangements. During 2013, the company completed the sale of $300.0 million principal...

  • Page 32
    ... the years ended December 31, 2013 and 2012, the average daily balance outstanding under the asset securitization program was $276.5 million and $500.4 million , respectively. Both the revolving credit facility and asset securitization program include terms and conditions that limit the incurrence...

  • Page 33
    ... upon the performance of plan assets, as well as the discount rate used to determine the obligation. The company does not anticipate having to make required (b) contributions to the plans beyond 2016. Tlso included are amounts relating to personnel, facilities, and certain other costs resulting...

  • Page 34
    ...is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates, and returns, which historically have not been material. T portion of the company's business involves shipments directly from its suppliers to its customers. In these transactions...

  • Page 35
    ... to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, the company's performance, and related tax impacts. Costs in Excess of Net Tssets of Companies Tcquired Goodwill represents the excess of the cost of an acquisition over...

  • Page 36
    ... revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management. Tctual results may differ from those assumed in the company's forecasts. The company...

  • Page 37
    ... 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...

  • Page 38
    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. 38

  • Page 39
    ... the company's international financial statements into U.S. dollars. This resulted in increased sales and operating income of $161.1 million and $8.4 million , respectively, for 2013, compared with the year-earlier period, based on 2012 sales and operating income at the average rate for 2013. Sales...

  • Page 40
    ... as a premium to the underlying debt and are being amortized as a reduction to interest expense over the remaining term of the underlying debt. In June 2004 and November 2009, the company entered into interest rate swaps, with an aggregate notional amount of $275.0 million . The swaps modified the...

  • Page 41
    ...fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Tccounting Oversight Board (United States), Trrow Electronics, Inc.'s internal control over financial reporting as of December 31, 2013 , based on criteria...

  • Page 42
    ...per share data) Years Ended December 31, 2013 2012 21,357,285 $ 20,405,128 $ 2011 Sales Costs and expenses: Cost of sales Selling, general, and administrative expenses Depreciation and amortization Restructuring, integration, and other charges Settlement of legal matters Operating income Equity in...

  • Page 43
    ARROW ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years Ended December 31, 2013 2012 506,717 $ 399,876 $ 2011 Consolidated net income Other comprehensive income: Foreign currency translation adjustment Unrealized gain (loss) on investment securities, net ...

  • Page 44
    ARROW ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (In thousands except par value) December 31, 2013 2012 ASSETS Current assets: Cash and cash equivalents Tccounts receivable, net Inventories Other current assets $ Total current assets Property, plant, and equipment, at cost: Land Buildings and...

  • Page 45
    ...) Years Ended December 31, 2012 2013 Cash flows from operating activities: Consolidated net income Tdjustments to reconcile consolidated net income to net cash provided by operations: Depreciation and amortization Tmortization of stock-based compensation Equity in earnings of affiliated companies...

  • Page 46
    ... rate swaps designated as cash flow hedges, net Employee benefit plan items, net - - - - - - 42,962 - (260,870) (2,500) 4,140 5,962 3,675,260 506,717 23,889 3,679 (4,805) (6,976) 34,546 13,372 5,076 (260,870) Tmortization of stock-based compensation Shares issued for stock-based compensation...

  • Page 47
    ... Stock Retained Earnings Noncontrolling Interests Total Balance at December 31, 2012 Consolidated net income $ Foreign currency translation adjustment Unrealized gain on investment securities, net Unrealized gain on interest rate swaps designated as cash flow hedges, net Employee benefit...

  • Page 48
    ... costs incurred to acquire or create internal-use software. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally three to seven years. Tt December 31, 2013 and 2012, the company had unamortized software development costs...

  • Page 49
    ... currently available forecasts. Cost in Excess of Net Tssets of Companies Tcquired Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The company tests goodwill for impairment annually as of the first day of the fourth quarter and/or when an...

  • Page 50
    ... revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others, all of which require significant judgments by management. Tctual results may differ from those assumed in the company's forecasts. The company...

  • Page 51
    ... as investments in international affiliates are deemed to be permanent. Tll other comprehensive income items are net of related income taxes. Stock-Based Compensation The company records share-based payment awards exchanged for employee services at fair value on the date of grant and expenses the...

  • Page 52
    ... released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. TSU No. 2013-05 is effective for interim and annual periods beginning after December 15, 2013, with early...

  • Page 53
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) 2013 Tcquisitions On October 28, 2013, the company acquired CSS Computer Security Solutions Holding GmbH, doing business as ComputerLinks TG ("ComputerLinks"), for a purchase price ...

  • Page 54
    ... the company for the years ended December 31, 2012 and 2011, as though the 2012 acquisitions occurred on January 1 was also not material. 2011 Tcquisitions On March 1, 2011, the company acquired all of the assets and operations of the RF, Wireless and Power Division of Richardson Electronics, Ltd...

  • Page 55
    ... for 2011, as well as the unaudited pro forma consolidated results of operations of the company, as though the 2011 acquisitions occurred on January 1: Sales Net income attributable to shareholders Net income per share: Basic Diluted For the Year Ended December 31, 2011 As Reported Pro Forma $ 21...

  • Page 56
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) (a) The total carrying value of cost in excess of net assets of companies acquired for all periods in the table above is reflected net of $1,018,780 of accumulated impairment charges...

  • Page 57
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) The equity in earnings of affiliated companies for the years ended December 31 consists of the following: Marubun/Trrow Tltech Industries $ $ 2013 6,386 1,043 7,429 $ $ 2012 6,...

  • Page 58
    ... facility 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 and acquisitions, and as support for the company's commercial paper program, as applicable...

  • Page 59
    ... the revolving credit facility and 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...

  • Page 60
    ...'s consolidated statements of operations. During 2013, 2012, and 2011 there were no transfers of assets (liabilities) measured at fair value between the three levels of the fair value hierarchy. Tvailable-For-Sale Securities The company has an 8.4% equity ownership interest in Marubun Corporation...

  • Page 61
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) The fair value of the company's available-for-sale securities is as follows at December 31: Cost basis Unrealized holding gain Fair value $ $ Marubun 10,016 2,709 12,725 $ $ 2013...

  • Page 62
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) The effect of derivative instruments on the consolidated statements of operations is as follows for the years ended December 31: tain (Loss) Recognized in Income 2013 2012 2011 ...

  • Page 63
    ... end of a three-year period. Tdditionally, in connection with one of the 2012 acquisitions, payment of a portion of the respective purchase price is contingent upon the achievement of certain operating results, with a maximum possible payout of $18,000 over a three-year period. The company estimated...

  • Page 64
    ... rates for the years ended December 31 are as follows: United States International Income before income taxes $ $ $ 2013 326,990 255,229 582,219 $ $ 2012 441,526 268,833 710,359 2011 $ $ $ 405,508 404,293 809,801 283,430 Provision at statutory tax rate State taxes, net of federal benefit...

  • Page 65
    ... applicable statute of limitations $ Balance at end of year $ 2013 46,980 $ 22,170 (3,684) 7,593 (24,450) (2,622) 45,987 $ 2012 63,498 448 2011 $ (11,824) 8,014 (8,288) (4,868) 46,980 $ 66,110 10,850 (2,389) 7,602 (12,879) (5,796) 63,498 Interest costs related to unrecognized tax benefits...

  • Page 66
    ... of the following at December 31: 2013 Deferred tax assets: Net operating loss carryforwards Inventory adjustments Tllowance for doubtful accounts Tccrued expenses Interest carryforward Stock-based compensation awards Other comprehensive income items Other 2012 $ 92,784 43,009 $ Valuation...

  • Page 67
    ...and approximately 310 positions within the global ECS business segment. The facilities costs are related to exit activities for 38 vacated facilities worldwide due to the company's continued efforts to streamline its operations and reduce real estate costs. These restructuring initiatives are due to...

  • Page 68
    ... to streamline its operations and reduce real estate costs. These restructuring initiatives are due to the company's continued efforts to lower cost and drive operational efficiency, primarily related to the integration of recently acquired businesses. Restructuring and Integration Tccruals Related...

  • Page 69
    ... consideration for acquisitions completed in prior years which were conditional upon the financial performance of the acquired companies and the continued employment of the selling shareholders, as well as professional fees directly related to recent acquisition activity, net of adjustments...

  • Page 70
    ...5.25 5.17 Net income per share: Basic Diluted (a) (a) $ $ 3.89 3.85 $ $ $ $ Stock-based compensation awards for the issuance of 874 shares, 1,424 shares, and 1,051 shares for the years ended December 31, 2013 , 2012, and 2011, respectively, were excluded from the computation of net income per...

  • Page 71
    ... company when designing compensation incentives. The Omnibus Plan permits the grant of cash-based awards, non-qualified stock options, incentive stock options ("ISOs"), stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, covered employee annual...

  • Page 72
    ... The fair value of stock options was estimated using the Black-Scholes valuation model with the following weighted-average assumptions for the years ended December 31: 2013 Volatility (percent) (a) Expected term (in years) (b) Risk-free interest rate (percent) (c) (a) (b) (c) 41 5.4 1.0 2012 39...

  • Page 73
    .... Ts of December 31, 2013 , there was $41,520 of total unrecognized compensation cost related to non-vested shares and stock options which is expected to be recognized over a weighted-average period of 2.2 years. 13. Employee Benefit Plans The company maintains an unfunded Trrow supplemental...

  • Page 74
    ...Benefits paid Fair value of plan assets at end of year Funded status Tmounts recognized in the company's consolidated balance sheets: Current liabilities Noncurrent liabilities Net assets (liabilities) at end of year Components of net periodic pension cost: Service cost Interest cost Expected return...

  • Page 75
    ... returns on those assets. The actuarial assumptions used to determine the net periodic pension cost are based upon the prior year's assumptions used to determine the benefit obligation. Benefit payments are expected to be paid as follows: 2014 2015 2016 2017 2018 2019-2023 Wyle Defined Arrow...

  • Page 76
    ...in net periodic pension cost for the year ended December 31, 2014 are $19 and $2,500, respectively. Stock Ownership Plan Effective December 31, 2012, the company froze its noncontributory employee stock ownership plan to new participants and no further contributions were made by the company in 2013...

  • Page 77
    ... of real estate taxes, insurance, and leases related to facilities closed as a result of the integration of acquired businesses and the restructuring of the company, are as follows: 2014 $ 2015 2016 2017 2018 Thereafter 60,191 51,597 30,199 21,268 12,945 21,367 15. Contingencies 2012 Settlement...

  • Page 78
    ..., the company purchased Tekelec Europe ST ("Tekelec") from Tekelec Tirtronic ST and certain other selling shareholders. Subsequent to the closing of the acquisition, Tekelec received a product liability claim in the amount of â,¬11,333. The product liability claim was the subject of a French legal...

  • Page 79
    ..., as well as borrowings, are not directly attributable to the individual operating segments and are included in the corporate business segment. Sales and operating income (loss), by segment, for the years ended December 31 are as follows: 2013 Sales: Global components Global ECS Consolidated...

  • Page 80
    ... Includes net property, plant, and equipment related to the United States of $525,080 and $511,555 at December 31, 2013 and 2012, respectively. 17. Quarterly Financial Data (Unaudited) The company operates on a quarterly interim reporting calendar that closes on the Saturday following the end of...

  • Page 81
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) T summary of the company's consolidated quarterly results of operations is as follows: First Quarter 2013 Sales Gross profit Net income attributable to shareholders Net income per ...

  • Page 82
    ARROW ELECTRONICS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands except per share data) (g) Includes amortization expense related to identifiable intangible assets ( $7,360 net of related taxes or $.07 per share on both a basic and diluted basis) and restructuring, ...

  • Page 83
    ... net income attributable to shareholders for the year ended December 31, 2013 . The company has excluded these five entities from its annual assessment of an d conclusion on the effectiveness of the company's internal control over financial reporting. The company's independent registered public...

  • Page 84
    ...statements and constituted 6.6 percent of total assets as of December 31, 2013 and 1.3 percent of the sales and 3.2 percent of the net income attributable to shareholders for the year then ended. Our audit of internal control over financial reporting of the company also did not include an evaluation...

  • Page 85
    ...change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. Item 9B. Other Information . None. 85

  • Page 86
    ... Executive Officer, Chief Financial Officer, and Corporate Controller, known as the "Finance Code of Ethics," as well as a code of ethics governing all employees, known as the "Worldwide Code of Business Conduct and Ethics," is available free-of-charge on the company's website at http://www.arrow...

  • Page 87
    ... are filed as part of this report: Page 1. Financial Statements. Report of Independent Registered Public Tccounting Firm 41 42 43 Consolidated Statements of Operations for the years ended December 31, 2013, 2012, and 2011 Consolidated Statements of Comprehensive Income for the years ended...

  • Page 88
    ... on Form 10-K for the year ended December 31, 1994, Commission File No. 1-4482). 3(a)(ii) Certificate of Tmendment of the Certificate of Incorporation of Trrow Electronics, Inc., dated as of Tugust 30, 1996 (incorporated by reference to Exhibit 3 to the company's Quarterly Report on Form 10-Q for...

  • Page 89
    ...to the company's Tnnual Report on Form 10-K for the year ended December 31, 2011, Commission File No. 1-4482). Trrow Electronics, Inc. Executive Severance Policy (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K dated February 19, 2013, Commission File No. 1-4482...

  • Page 90
    ... reference to Exhibit 10(d)(iii) to the company's Tnnual Report on Form 10-K for the year ended December 31, 2003, Commission File No. 1-4482). Tmended and Restated Five-Year Credit Tgreement, dated as of December 13, 2013, among Trrow Electronics, Inc. and certain of its subsidiaries, as borrowers...

  • Page 91
    ... and Tdministration Tgreement in 10(k)(i) above (incorporated by reference to Exhibit 10(b) to the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, Commission File No. 1-4482). Tmendment No. 17 to the Transfer and Tdministration Tgreement, dated as of March 26, 2010, to...

  • Page 92
    ... reference to Exhibit 10(g) to the company's Tnnual Report on Form 10-K for the year ended December 31, 1986, Commission File No. 1-4482). 10(l)(iii) 10(m) 21 23 31(i) Subsidiary Listing. Consent of Independent Registered Public Tccounting Firm. Certification of Chief Executive Officer pursuant...

  • Page 93
    32(i) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Tct of 2002. 32(ii) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Tct...

  • Page 94
    ARROW ELECTRONICS, INC. SCHEDULE II - VALUATION AND QUALIFYINt ACCOUNTS (In thousands) Balance at beginning of Charged to income year Tllowance for doubtful accounts: Year ended December 31, 2013 Year ended December 31, 2012 Other (a) Write-down Balance at end of year $ $ $ 54,238 48,125 37,...

  • Page 95
    ...this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 5, 2014 : By: /s/ Michael J. Long Michael J. Long, Chairman, President, and Chief Executive Officer By: /s/ Paul J. Reilly Paul J. Reilly, Executive Vice President...

  • Page 96
    ... $1,500,000,000 AMENDED AND RESTATED FIVE-YEAR CREDIT ADREEMENT among ARROW ELECTRONICS, INC., THE SUBSIDIARY BORROWERS The Several Banks from Time to Time Parties Hereto, BNP PARIBAS, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agents...

  • Page 97
    ... 5.5 Reimbursement Obligation of the Specified Borrowers 5.6 Obligations Absolute 5.7 Letter of Credit Payments 5.8 Application SECTION 6. LOCAL CURRENCY FACILITIES 6.1 Terms of Local Currency Facilities 6.2 Reporting of Local Currency Outstandings 6.3 Refunding of Local Currency Loans

  • Page 98
    ... Costs and Taxes 8.8 Break Funding Payments 8.9 Determinations 8.10 Change of Lending Office 8.11 Company Controls on Exposure; Calculation of Exposure; Prepayment if Exposure exceeds Revolving Commitments. 8.12 Conversion and Continuation Options 8.13 Minimum Amounts of Tranches 8.14 Interest Rates...

  • Page 99
    ... Statements 11.2 Certificates; Other Information 11.3 Payment of Obligations 11.4 Conduct of Business and Maintenance of Existence 11.5 Maintenance of Property; Insurance 11.6 Inspection of Property; Books and Records; Discussions 11.7 Notices 11.8 Environmental Laws 11.9 Additional Subsidiary...

  • Page 100
    ... EXHIBITS Exhibit A - Form of Joinder Agreement Exhibit B - Form of Schedule Amendment Exhibit C - Form of Local Currency Facility Addendum Exhibit D - [Reserved] Exhibit E - Form of Borrowing Certificate Exhibit F-1 - Form of Company Guarantee Exhibit F-2 - Form of Subsidiary Guarantee Exhibit...

  • Page 101
    AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT, dated as of December 13, 2013, among: (i) ARROW ELECTRONICS, INC., a New York corporation (the " Company"); (ii) the SUBSIDIARY BORROWERS (as hereinafter defined); (iii) the several banks and other financial institutions from time to time parties to ...

  • Page 102
    ... fixed income obligations plus (g) gains or losses due to integration or restructuring charges to the extent disclosed in public filings; provided that in determining Adjusted Consolidated EBITDA for any period of four consecutive fiscal quarters during which any business is acquired by the Company...

  • Page 103
    ... the form of Exhibit I, executed and delivered pursuant to subsection 15.6(b). "Available Foreign Currencies": (i) with respect to Committed Rate Loans, Pounds Sterling, euro, Hong Kong Dollars and Swedish Kroner, and any other currency agreed upon by the Company, the Administrative Agent and all of...

  • Page 104
    ...a corporation) and any and all warrants, options or rights to purchase any of the foregoing. "Change in Control ": one or more of the following events: (a) less than a majority of the members of the Company's board of directors shall be persons who either (i) were serving as directors on the Closing...

  • Page 105
    ... elect a majority of the board of directors of the Company. "Closing Date ": the date on which the conditions precedent set forth in subsection 10.1 shall be satisfied. "Code": the Internal Revenue Code of 1986, as amended from time to time. "Commercial Letter of Credit ": as defined in subsection...

  • Page 106
    ... Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date. "Consolidated Net Income ": for any fiscal period, the consolidated net income (or loss) of the Company and its Subsidiaries after excluding all unusual, extraordinary and non...

  • Page 107
    ... the Company listed as a Domestic Subsidiary Borrower in Schedule II as amended from time to time in accordance with subsection 15.1(b)(i). "Environmental Laws ": any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees...

  • Page 108
    ... by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company or, in the absence of such agreement, such "Exchange Rate" shall instead be the Administrative Agent's spot rate of exchange in the interbank...

  • Page 109
    ...any Foreign Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower addressed to the Administrative Agent and the Banks concluding that such Foreign Subsidiary Borrower and the Credit Documents to which it is a party substantially comply with the matters listed on Exhibit...

  • Page 110
    ... in its capacity as a party to the Company Guarantee or a Subsidiary Guarantee, as the case may be. "Hedging Agreements ": (a) Interest Rate Agreements and (b) any swap, futures, forward or option agreements or other agreements or arrangements designed to limit or eliminate the risk and/or exposure...

  • Page 111
    ... dates set forth in the applicable Competitive Advance Loan Request or otherwise agreed upon by the relevant Borrower and Bank at the time the terms of such Competitive Advance Loan are determined as provided in subsection 3.2. "Interest Period ": (a) with respect to any Committed Rate Loan that is...

  • Page 112
    ... Securitization or other legally committed credit facilities ( provided that, in the case of this clause (c), the Company or the applicable Subsidiary is able to satisfy all conditions to the availability of such financing). "Loan": any Committed Rate Loan, Competitive Advance Loan, Swing...

  • Page 113
    ... ": each Subsidiary of the Company organized under the laws of a jurisdiction outside the United States that the Company designates as a "Local Currency Borrower" in a Local Currency Facility Addendum. "Local Currency Facility ": any Qualified Credit Facility that the Company designates as a "Local...

  • Page 114
    ...to Eurocurrency Loans, the length of the initial Interest Period applicable thereto. Each Notice of Conversion shall be delivered to the Administrative Agent at its address set forth in subsection 15.2 and shall be delivered before 12:00 Noon, New York City time, on the Business Day of the requested...

  • Page 115
    ...of determination, the acquisition of all or part of any Person or business unit in any transaction or series of transactions by the Company or any Subsidiary. "Permitted Joint Venture": on any date of determination, a limited-purpose corporation, partnership, limited liability company, joint venture...

  • Page 116
    ... accounting officer, any executive or senior vice president or the treasurer of such Person. "Restricted Payments ": any payment on account of, or assets set apart for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock...

  • Page 117
    ...reference to the Company and the Subsidiary Borrowers. "Standby Letter of Credit ": as defined in subsection 5.1(b). "Subsidiary": as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such...

  • Page 118
    ...the Swing Line Banks or (ii) ABR, plus (b) the Applicable Margin. "Target Operating Day": any day that is not (a) a Saturday or Sunday, (b) Christmas Day or New Year's Day or (c) any other day on which the Trans-European Real-time Gross Settlement Operating System (or any successor settlement system...

  • Page 119
    ... actual knowledge of a Responsible Officer of the Company or any such Subsidiary, as the case may be. 1.3 Accounting Determinations. Unless otherwise specified herein, all accounting determinations for purposes of calculating or determining compliance with the terms found in subsection 1.1 or the...

  • Page 120
    ...the adjustments necessary to demonstrate how the Company is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date. SECTION 2. THE COMMITTED RATE LOANS 2.1 Committed Rate Loan . (a) Subject to the terms and conditions hereof, each Bank severally agrees to make...

  • Page 121
    ... to repay (with applicable interest) the Committed Rate Loans made to such Specified Borrower by such Bank in accordance with the terms of this Agreement. In the event of any conflict between the records maintained by any Bank and the records maintained by the Administrative Agent in such matters...

  • Page 122
    ... each case, execute a Revolving Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit L (a " Revolving Commitment Increase Supplement "), whereupon such Bank (an " Increasing Bank ") shall be bound by and entitled to the benefits of this...

  • Page 123
    ... of clause (i) above) or (y) such Acceleration Date (in the case of clause (ii) above), the Administrative Agent shall be deemed to have received a notice from the Company pursuant to subsection 2.2 requesting that Committed Rate ABR Loans be made pursuant to subsection 2.1 on such second Business...

  • Page 124
    ... is not paid to such Bank on the date such payment is due from such Bank, such obligor Bank shall pay to such obligee Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal funds rate, as quoted by such obligee Bank during the period from and including...

  • Page 125
    ...not be applicable to the extent that such minimum borrowing amounts exceed the amounts of Committed Rate Loans required to be made pursuant to this subsection 2.12. 2.13 Extension of Termination Date. (a) The Company may, by written notice to the Administrative Agent in the form of Exhibit J-1 (the...

  • Page 126
    ... set forth in the applicable Competitive Advance Loan Request, the Specified Borrower, in its absolute discretion, shall: (i) cancel such Competitive Advance Loan Request by giving the Administrative Agent telephone notice to that effect, or (ii) by giving telephone notice to the Administrative...

  • Page 127
    ... Administrative Agent shall control in the absence of manifest error. 3.4 Prepayments . Unless otherwise agreed by the Bank making a Competitive Advance Loan, upon giving a Notice of Prepayment at the address and time specified in Schedule IV, any Competitive Advance Loan may be optionally prepaid...

  • Page 128
    ...Limit. During the Commitment Period, the Specified Borrowers may borrow and prepay the Swing Line Loans in whole or in part, all in accordance with the terms and conditions... 1:00 p.m., New York City time, on the applicable Borrowing Date, ... case of Eurocurrency Loans $1,000,000 or increments of $500,...

  • Page 129
    ... paid to such Swing Line Bank on the date such payment is due from such Bank, such Bank shall pay to such Swing Line Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal funds rate, as quoted by such Swing Line Bank, during the period from and...

  • Page 130
    ... is required to be returned, such Bank will return to the Administrative Agent or such Swing Line Bank any portion thereof previously distributed to it by the Administrative Agent or such Swing Line Bank, as applicable. (d) Each Bank's obligation to make Committed Rate Loans pursuant to subsection...

  • Page 131
    ... pay to the Administrative Agent, for the account of the Banks (including the Issuing Bank) pro rata according to their Revolving Commitment Percentages, a letter of credit commission with respect to each Letter of Credit, computed at a rate equal to the then Applicable Margin for Committed Rate...

  • Page 132
    ... such L/C Participant, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the product of (i) such amount, times (ii) (A) in the case of any such payment obligation denominated in Dollars, the daily average Federal funds rate, as quoted by such Issuing Bank, or (B) in...

  • Page 133
    ... 6. LOCAL CURRENCY FACILITIES 6.1 Terms of Local Currency Facilities . (a) Subject to the provisions of this Section 6, the Company may in its discretion from time to time designate any Subsidiary of the Company organized under the laws of any jurisdiction outside the United States as a " Local...

  • Page 134
    ... Facility Addendum, executed by the Company, the relevant Local Currency Borrower and the affected Local Currency Banks (or any agent acting on their behalf), to the Administrative Agent and the Banks (through the Administrative Agent). (e) The Company may terminate its designation of a facility...

  • Page 135
    ... date on which such notice is received by the Administrative Agent (in the case of clause (iii) above), the Administrative Agent shall be deemed to have received a notice from the Company pursuant to subsection 2.2 requesting that Committed Rate ABR Loans be made pursuant to subsection 2.1 on such...

  • Page 136
    ...; Other Fees; Other Payment . (a) The Company shall pay to the Administrative Agent for the account of each Bank holding a Revolving Commitment a facility fee for the period from and including the Closing Date to, but excluding, the Termination Date, computed at the Facility Fee Rate in effect from...

  • Page 137
    ... shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to (A) in the case of any such Committed Rate Loans denominated in Dollars, the daily average Federal funds rate, as quoted by the Administrative Agent, or (B) in the case of any Committed Rate Loans...

  • Page 138
    ... hereunder or the interest rate on such Local Currency Loans under the relevant Local Currency Facility; or (iii) shall impose on such Bank or Issuing Bank or any corporation controlling such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank or...

  • Page 139
    ... by any Governmental Authority, excluding, in the case of the Administrative Agent and each Bank, (i) net income taxes, doing business taxes, branch profits or similar taxes, and franchise taxes imposed on the Administrative Agent or such Bank (including, without limitation for all purposes of this...

  • Page 140
    ... as defined in Section 7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of United States Internal Revenue Service (the " IRS") Form W-9 (or any successor...

  • Page 141
    ...Administrative Agent, or file with the relevant taxing authority (with a copy to the Administrative Agent) such form, certification or similar documentation (each duly completed, accurate and signed) as is required by the relevant jurisdiction in order to obtain an exemption from, or reduced rate of...

  • Page 142
    ... 8.8 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan or Committed Rate Loan other than... Competitive Advance Loan, then, in any such event, the Company shall compensate each Bank for the loss, cost and expense attributable to such event. In the case ...

  • Page 143
    ... by the Company, to the extent not inconsistent with such Bank's internal policies, use reasonable efforts to (a) designate another office or offices for the making and maintaining of its Loans or (b) obtain a different source of funds or credit, as the case may be, the designation or obtaining...

  • Page 144
    ...Administrative Agent will inform the Company and the Banks of the results thereof. (c) In the event that on any date the Administrative Agent ...Agent shall promptly notify each relevant Bank thereof. All or any part of Committed Rate Eurocurrency Loans outstanding in Dollars or Committed Rate...

  • Page 145
    ... adequately and fairly reflect the cost to such Banks (as conclusively certified by such Banks) of making or maintaining their affected Committed Rate Loans during such affected Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the Banks as...

  • Page 146
    8.16 Optional Prepayments . By giving a Notice of Prepayment (which may be conditioned on a refinancing), any Specified Borrower may, at any time and from time to time, prepay Committed Rate Loans or Swing Line Loans made to such Specified Borrower, in whole or in part, without premium or penalty (...

  • Page 147
    ...Administrative Agent and each Bank that: 9.1 Financial Condition . The audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 2012 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on...

  • Page 148
    ... including the Closing Date, there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of their consolidated business or property and no purchase or other acquisition of any business or property (including any Capital Stock of...

  • Page 149
    ... Subsidiaries, as the case may be, and claims for amounts which, in the aggregate, do not exceed $20,000,000. 9.12 Federal Regulations . No part of the proceeds of any Loans will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms...

  • Page 150
    ... of long-term indebtedness and acquisitions, and shall not be used, and the Company shall procure that its Subsidiaries and their respective directors, officer, employees and agents shall not use the proceeds of the Loans and Letters of Credit, (a) in furtherance of an offer, payment, promise to pay...

  • Page 151
    ... effect policies and procedures designed to ensure compliance by the Company, any Person that is an Affiliate of the Company under clause (ii) of the definition of Affiliate, its Subsidiaries and their respective directors, officers, employees and, to the extent commercially reasonable, agents with...

  • Page 152
    ... 13, 2013, of the following conditions precedent: (a) Credit Documents . The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Company and each Subsidiary that will be a Subsidiary Borrower party hereto on the Closing Date...

  • Page 153
    ... case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to: 11.1 Financial Statements . Furnish to the Administrative Agent: (a) as soon as available, but in any event within the earlier of (i) 120 days after the end of each fiscal year of the Company...

  • Page 154
    ...the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for such quarter of the previous year, certified by a Responsible Officer as fairly presenting in all material...

  • Page 155
    ... request. Any information available on the website of the Company at www.arrow.com or filed with the Securities and Exchange Commission under the Securities Act of 1933 and available on www.sec.gov shall be deemed to have been furnished to the Administrative Agent (or Bank, if applicable) upon the...

  • Page 156
    ... Material Adverse Effect; and (b) maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, any Person that is an Affiliate of the Company under clause (ii) of the definition of Affiliate, its Subsidiaries and their respective directors, officers, employees...

  • Page 157
    ... Administrative Agent hereunder, any other Credit Document or under any Local Currency Facility: 12.1 Financial Condition Covenants . The Company shall not: (a) Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio on the last day of any fiscal quarter ending after the Closing Date...

  • Page 158
    ... of the deferred purchase price of acquired property), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Company or any of its Subsidiaries pursuant to such agreements, in connection with acquisitions or permitted dispositions of any business...

  • Page 159
    ... be permitted to sell such assets directly to such Person under this subsection 12.4. 12.5 [Reserved] . 12.6 Limitations on Acquisitions . The Company shall not, and shall not permit any of its Subsidiaries to, purchase any assets constituting a business unit of, or the Capital Stock of, any Person...

  • Page 160
    ... Facility, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (b) Any representation or warranty made or deemed made by the Company or any Subsidiary herein or in any other Credit Document or which is contained in any certificate...

  • Page 161
    ... applicable minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or any Commonly Controlled Entity; (iii) a Reportable...

  • Page 162
    ...; or (j) The Company Guarantee or any Subsidiary Guarantee shall cease, for any reason, to be in full force and effect (other than, in the case of any Subsidiary Guarantee, in accordance with the terms thereof) or any Guarantor party thereto shall so assert; or (k) A Change in Control shall occur...

  • Page 163
    ..., telex, email or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company...

  • Page 164
    ... information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Company and its Subsidiaries which may come into the possession of the Administrative Agent and any Issuing Bank or any of its officers, directors, employees, agents...

  • Page 165
    ...any time after the Closing Date the Company intends to amend Schedule II to add an additional Foreign Subsidiary Borrower the Company shall, upon not less than 15 Business Days' notice, deliver to the Administrative Agent a designation letter duly executed by the Company and such respective Foreign...

  • Page 166
    ... (other than any interest rate definition, Funding Time, Payment Time or notice time contained therein) or to add Available Foreign Currencies (and related interest rate definitions and administrative information), upon execution and delivery by the Company and the Administrative Agent of a Schedule...

  • Page 167
    ... or otherwise modified in accordance with its terms so long as after giving effect thereto either (i) such Local Currency Facility ceases to be a "Local Currency Facility" and the Company so notifies the Administrative Agent or (ii) the Local Currency Facility continues to meet the requirements of...

  • Page 168
    ...copy to: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Floor 3, Ops 2 Newark, Delaware 19713 Attention: George Ionas Email: [email protected] Telecopy: +1-302-634-3301 Telephone: +1-302-634-1651 The Subsidiary Borrowers: c/o Arrow Electronics, Inc. 7459 South Lima St. Englewood CO...

  • Page 169
    ... this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Bank, each Agent, each Arranger and the Administrative Agent and any Issuing Bank (and their respective directors, officers, employees and agents) (collectively, the "indemnified person...

  • Page 170
    ... Amount under all Local Currency Facilities may not exceed its Revolving Commitment hereunder; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; (C) after giving effect to...

  • Page 171
    ... to subsection 15.7(a) as though it were a Bank. Each Bank that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each...

  • Page 172
    ... application. 15.8 Power of Attorney . Each Subsidiary Borrower hereby grants to the Company an irrevocable power of attorney to act as its attorney-in-fact with regard to matters relating to this Agreement, the Applications and each other Credit Document, including, without limitation, execution...

  • Page 173
    ... Agent (as the case may be) agrees to remit to the Company or such Subsidiary Borrower (as the case may be) such excess. 15.10 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by email, electronic...

  • Page 174
    ... at its address for notice set forth in subsection 15.2. 15.15 Acknowledgements . Each of the Company and the Subsidiary Borrowers hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents; (b) none...

  • Page 175
    ...this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. ARROW ELECTRONICS, INC. By: /s/ Peter S. Brown _____ Name: Peter S. Brown_ Title: Senior Vice President ARROW CENTRAL EUROPE GMBH By: /s/ Peter S. Brown _____...

  • Page 176
    JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank By: /s/ John G. Kowalczuk Name: John G. Kowalczuk Title: Executive Director

  • Page 177
    ...Nicole Mitchell Name: Nicole Mitchell Title: Vice President BANK OF AMERICA, N.A., as a Bank By: /s/ Patrick Martin Name: Patrick Martin Title: Managing Director THE BANK OF NOVA SCOTIA, as a Bank By: /s/ Christopher Usas Name: Christopher Usas Title: Director THE BANK OF TOKYO MITSUBISHI UFJ...

  • Page 178
    Wells Fargo Bank, N.A., as a Bank By: /s/ Sid Khanolkar Name: Sid Khanolkar Title: Director

  • Page 179
    BANK OF CHINA, CHICAGO BRANCH, as a Bank By: /s/ Xuehui Zhuang Name: Xuehui Zhuang Title: First Vice President and Branch Manager

  • Page 180
    Nordea Bank Finland Plc, New York Branch, as a Bank By: /s/ Morgens R. Jensen Name: Morgens R. Jensen Title: Head of Corporate & Institutional Banking For any Bank requiring a second signature line: By: /s/ Gerald Chelius Name: Gerald Chelius Title: Head of Credit & Risk Control

  • Page 181
    Sumitomo Mitsui Banking Corporation, as a Bank By: /s/ David W. Kee Name: David W. Kee Title: Managing Director

  • Page 182
    HSBC BANK USA, National Association, as a Bank By: /s/ David Wagstaff Name: David Wagstaff Title: Managing Director

  • Page 183
    The Royal Bank of Scotland plc, as a Bank By: /s/ Alex Daw Name: Alex Daw Title: Director

  • Page 184
    Danske Bank A/S, Danmark, Sverige Filial as a Bank By: /s/ Jonas Rydstrom Name: Jonas Rydstrom Title: Legal Adviser For any Bank requiring a second signature line: By: /s/ Anders Rex Name: Anders Rex Title: Executive Vice President

  • Page 185
    ING Bank N.V., Dublin Branch, as Lendor By: /s/ Aidan Neill Name: Aidan Neill Title: Director For any Bank requiring a second signature line: By: /s/ Shaun Hawley Name: Shaun Hawley Title: Vice President

  • Page 186
    MIZUHO Bank, LTD., as a Bank By: /s/ Bertram H. Tang Name: Bertram H. Tang Title: Authorized Signatory

  • Page 187
    Goldman Sachs Bank USA, as a Bank By: /s/ Mark Walton Name: Mark Walton Title: Authorized Signatory

  • Page 188
    MORGAN STANLEY BANK, N.A., as a Bank By: /s/ Sherrese Clarke Name: Sherrese Clarke Title: Authorized Signatory

  • Page 189
    Lloyds Bank plc, as a Bank By: /s/ Stephen Giacolone Name: Stephen Giacolone Title: Assistant Vice President - G011 For any Bank requiring a second signature line: By: /s/ Karen Weich Name: Karen Weich Title: Vice President - W011

  • Page 190
    ... UFJ, LTD. $125,000,000.00 $25,000,000.00 $16,666,666.67 WELLS FARGO BANK, N.A. $85,000,000.00 $17,000,000.00 $11,333,333.33 $6,007,067.14 $6,576,402.33 HSBC BANK USA, NATIONAL ASSOCIATION $85,000,000.00 $17,000,000.00 $11,333,333.33 $6,007...

  • Page 191
    ... Agent (Cayman) Ltd. Century Yard, Cricket Square, Hutchins Drive Germany Hong Kong PO Box 2681 GT George Town, Grand Cayman British West Indies Arrow Asia Distribution Limited 20/F Tower II, Ever Gain Plaza 88 Container Port Road Kwai Chung Hong Kong Arrow Electronics (CI) Ltd. Regatta Office...

  • Page 192
    ...of Credit I. Issuing Banks and Issuing Offices Name of Issuing Bank Issuing Office Currency 10420 Highland Manor Drive 4th Floor Tampa, Florida 33610-9128, United States Attention: James Alonzo, Standby LC Dept. JPMorgan Chase Bank, N.A. c/o (T) 813-432-6339 JPMorgan Treasury Services (F) 813...

  • Page 193
    .... Swing Line Limits Borrower Swing Line Limit $500,000,000.00 $500,000,000.00 $500,000,000.00 $500,000,000.00 $500,000,000.00 $500,000,000.00 ARROW ELECTRONICS, INC. ARROW CENTRAL EUROPE GMBH ARROW ASIA PAC LTD. COMPONENTS AGENT (CAYMAN) LTD. ARROW ASIA DISTRIBUTION LIMITED ARROW ELECTRONICS (CI...

  • Page 194
    III. Swing Line Commitments Swing Line Bank JPMorgan Chase Bank, N.A. Bank of America, N.A. BNP Paribas The Bank of Nova Scotia The Bank of Tokyo-Mitsubishi UFJ, Swing Line Commitment Amount $100,000,000.00 $100,000,000.00 $100,000,000.00 $100,000,000.00 $100,000,000.00 Borrowers All Borrowers All...

  • Page 195
    ...4730 Email: [email protected] Payment Instruction: Bank of America NA ABA 026009593 Account Number: 3750836479 Account Name: Credit Services Ref: Arrow Electronics C. BNP Paribas: Legal Adress for BNP Paribas: 787 Seventh Ave. The Equitable Tower New York, NY 10019 Loans Operation Contact...

  • Page 196
    ... Ref. Arrow Electronics D. Bank of Nova Scotia Loan Admin Contact: Kathy Williams Direct No: Telephone No: Fax Number: Email: 416-649-4009 212-225-5705 212-225-5709 [email protected] The Bank of Nova Scotia Global Wholesale Services 720 King Street West, Toronto Mailing Address 44...

  • Page 197
    ... Screen is not available, in each case, as of the applicable time such Reuters Screen would be quoted for such Interest Period and currency. b) Swing Line Loans the rate at which the applicable Swing Line Bank is offered Dollar deposits at or about 11:00 a.m., New York City time, on the first day...

  • Page 198
    ... day of such Interest Period and ending on the last day of such Interest Period, displayed under the heading "HKAB HKD Interest Settlement Rates" on the Reuters Screen HKABHIBOR Page (or any replacement Reuters page which displays that rate) as of 11:30 a.m., Hong Kong time, on the date which is...

  • Page 199
    that rate) as of 11:00 a.m., Stockholm time, on the date which is two Business Days prior to the first day of such Interest Period. In the event that such rate does not appear on such page, the Eurocurrency Rate shall be the Interpolated Rate.

  • Page 200
    B. Funding Office, Funding Time, Payment Office, Payment Time for Each Currency for Committed Rate Loans. Dollars: 1. Funding Office: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road Newark, DE 19713 2. Funding Time: 11:00 a.m., New York City time on the Borrowing Date for Eurocurrency ...

  • Page 201
    ... Bank: Pay direct to Account: J.P. MORGAN EUROPE LIMITED (Swift ID: CHASGB22XXX) Account Number: GB82CHAS60924203043504 Local Clearing Code: 405206 4. Payment Time: 1:00 p.m., London time on the Borrowing Date Hong Kong Dollars : 1. Funding Office: JPMorgan Chase Bank, N.A., Hong Kong Branch...

  • Page 202
    ... Date Payment Office: JPMorgan Chase Bank - London Floor 6, 25 Bank Street, Canary Wharf, London, United Kingdom, E14 5JP Correspondent Bank: SKANDINAVISKA ENSKILDA BANKEN (Swift ID: ESSESESSXXX) Account: J.P. MORGAN EUROPE LIMITED (Swift ID: CHASGB22XXX) Account Number: 52018519395 4. Payment...

  • Page 203
    ... III Funding Time: 4:00 p.m., New York City time on the Borrowing Date Payment Office: Payment Time: Payment Office of applicable Swing Line Bank as set forth on Schedule III 4:00 p.m., New York City time D. Notice of Borrowing: Dollars: 1. Deliver to: JPMorgan Chase Bank, N.A. 500 Stanton...

  • Page 204
    ... Loan Operation Fax : 91 22 66466865 email : [email protected] 2. Time: Not later than 11:00 A.M., Hong Kong time, four Business Days prior to the Borrowing Date. E. Notice of Swing Line Borrowing: 1. Deliver to: 2. Time: Funding Office of applicable Swing Line Bank as set forth...

  • Page 205
    ... to: a) Committed Rate Loans JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Floor 3, Ops 2 Newark, Delaware 19713 Attention: George Ionas Email: [email protected] Telephone No: +1-302-634-1651 Fax No: +1-302-634-3301 b) Swing Line Loans Lending Office of applicable Swing Line Bank...

  • Page 206
    ..., 2013, such address will be changed to: JPMorgan Chase Bank, N.A. acting through its Hong Kong Branch 18/F, JPMorgan Tower 138 Shatin Rural Committee Road Shatin, New Territories, Hong Kong Attn : Sara Wong / Jennifer Yu Tel : (852) 2800 6024 / 2800 1916 Fax : (852) 2836 9672 Email : sara.ny.wong...

  • Page 207
    Name of Borrower, amount to be continued or prepaid, as the case may be, whether ABR Loans or Eurocurrency Loans, amounts of each such Type, and Interest Periods for Eurocurrency Loans to be continued.

  • Page 208
    ... Payment Dates. Date on which Competitive Advance Loan Offers are due. B. Competitive Advance Loan Offer to Company 1. Deliver to: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Floor 3, Ops 2 Newark, Delaware 19713 Attention: George Ionas Email: [email protected] Telephone...

  • Page 209
    ... to: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Floor 3, Ops 2 Newark, Delaware 19713 Attention: George Ionas Email: [email protected] Telephone No: +1-302-634-1651 Fax No: +1-302-634-3301 B. Information to be set forth: Name of Borrower Number of Swing Line Loans Amount of...

  • Page 210
    ...OUTSTANDINDS A. Deliver to: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road, Floor 3, Ops 2 Newark, Delaware 19713 Attention: George Ionas Email: [email protected] Telephone No: +1-302-634-1651 Fax No: +1-302-634-3301 B. Delivery time: By close of business in London on the date of...

  • Page 211
    Schedule 1.1 Existing Joint Ventures Arrow-Altech Holdings (Pty) Limited, a South African company, and its subsidiaries. Marubun-Arrow Asia Limited, a British Virgin Islands company, and its subsidiaries. Marubun-Arrow USA, LLC, a Delaware limited liability company.

  • Page 212
    Schedule 9.10 Outstanding Local Currency Loans None.

  • Page 213
    Schedule 9.15 Subsidiary Duarantors Arrow Electronics (UK), Inc. Arrow Enterprise Computing Solutions, Inc.

  • Page 214
    ... a change in control. The Company also has agreements with a number of divisional and group vice presidents who are not executive officers, which provide such vice presidents with a multiple of their annualized includible compensation (as defined in the Internal Revenue Code) and continuation for...

  • Page 215
    ... for a minimum of two years. At the end of the deferral period participants may elect to have deferrals distributed to them in either lump sum or installment payments over a designated number of years. Deferrals will be paid out in a lump sum distribution if termination precedes retirement/long term...

  • Page 216
    ... developed and, in some instances implemented. To the extent that future environmental costs exceed amounts currently accrued by the company, net income would be adversely impacted and such impact could be material. Accruals for environmental liabilities are included in "Accrued expenses" and "Other...

  • Page 217
    ... because the complete scope of the work is not yet known, and, accordingly, the associated costs have yet to be determined. In October 2003, the company entered into a consent decree with Wyle Laboratories and the California Department of Toxic Substance Control (the "DTSC") in connection with the...

  • Page 218
    Schedule 12.2 Existing Foreign Subsidiary Indebtedness Borrower Latin America Amount DNS Arrow Brazil Arrow, Korea ECS Europe Richardson China $11,540.91 $16,591.47 $729,000.00 $4,745,000.00 $11,031,000.00 $4,902,000.00 $106,000.00 Arrow EMEASA Description Capital Leases Capital Leases Loans ...

  • Page 219
    Schedule 13(i) Disclosed Litigation None.

  • Page 220
    ... dated as of August 29, 2012 (as so amended and in effect, the " TAA"), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the " SPV"), Arrow Electronics, Inc., a New York corporation, individually (" Arrow") and as the initial Master Servicer, the several commercial paper...

  • Page 221
    ... by Nu Horizons Electronics Corp. prior to July 1, 2013 and acquired directly or indirectly by Arrow on July 1, 2013 shall be deemed to satisfy this clause (a)); SECTION 2. Representations and Warranties of the SPV and Arrow . To induce the Conduit Investors, Alternate Investors, the Funding Agents...

  • Page 222
    ... shall have received counterparts of this Amendment, duly executed by each of the parties hereto. SECTION 4. Fees and Expenses . Each Funding Agent upon giving affect to this Amendment shall have received for the benefit of itself and its Investors payment in full of such fees and reimbursement of...

  • Page 223
    ... to be executed by their respective officers thereunto duly authorized, as of the date first above written. Arrow Electronics Funding Corporation , as SPV By: /s/ Terry Rasmussen Name: Terry Rasmussen Title: Assistant Treasurer Arrow Electronics, Inc. , individually and as Master Servicer By...

  • Page 224
    Bank of America, National Association, as a Funding Agent, as Administrative Agent, and as an Alternate Investor By: /s/ Brendan Feeney Name: Brendan Feeney Title: Vice President Signature Page to Amendment No. 23 to Arrow Electronics Transfer and Administration Agreement

  • Page 225
    .../s/ Jill A. Russo Name: Jill A. Russo Title: Vice President The Bank of Nova Scotia, as a Funding Agent and as an Alternate Investor By: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director Signature Page to Amendment No. 23 to Arrow Electronics Transfer and Administration Agreement

  • Page 226
    Gotham Funding Corporation, as a Conduit Investor By: /s/ David V. DeAngelis Name: David V. DeAngelis Title: Vice President The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Funding Agent By: /s/ Christopher Pohl Name: Christopher Pohl Title: Managing Director The Bank of Tokyo-...

  • Page 227
    Wells Fargo Bank, N.A., as a Funding Agent and as an Alternate Investor By: /s/ William P. Rutkowski Name: William P. Rutkowski Title: Vice President Signature Page to Amendment No. 23 to Arrow Electronics Transfer and Administration Agreement

  • Page 228
    ... (USA) Inc. , as Funding Agent By: /s/ Thomas Carroll Name: Thomas Carroll Title: Director HSBC BANK USA, NATIONAL ASSOCIATION , as Alternate Investor By: /s/ Thomas T. Rogers Name: Thomas T. Rogers Title: Senior Vice President Signature Page to Amendment No. 23 to Arrow Electronics Transfer and...

  • Page 229
    ... Nochiide Name: Shinichi Nochiide Title: Attorney-in-Fact Mizuho Corporate Bank, Ltd., as Funding Agent and Alternate Investor By: /s/ Bertram H. Tang Name: Bertram H. Tang Title: Authorized Signatory Signature Page to Amendment No. 23 to Arrow Electronics Transfer and Administration Agreement

  • Page 230
    ... Arrow Capital Solutions, Inc. Arrow Central Europe GmbH Arrow Chip One Stop Holdings GK Arrow Components (M) Sdn Bhd Arrow Components (NZ) Arrow Components Chile Limitada Arrow Components Mexico S.A. de C.V. Arrow Components Sweden AB Canada Mexico Texas France United Kingdom Singapore Hong Kong...

  • Page 231
    ...) Limited Arrow Electronics (U.K.), Inc. Arrow Electronics (UK) Ltd. Arrow Electronics ANZ Holdings Pty Ltd. Arrow Electronics Asia (S) Pte Ltd. Arrow Electronics Asia Limited Arrow Electronics Australia Pty Ltd. Arrow Electronics B.V. Arrow Electronics Canada Ltd. Arrow Electronics China Ltd. Arrow...

  • Page 232
    ... International Holdings L.P. Arrow Nordic Components AB China Germany Italy Estonia Delaware Delaware Germany Greece Australia Hungary Hungary Hong Kong India Delaware Delaware Italy Japan South Korea Labuan Mexico Norway Poland New York Russia Italy Slovakia South Africa Taiwan United Kingdom...

  • Page 233
    ... Centia Group Ltd. Centia Ltd. Chip One Stop (Hong Kong) Ltd. Chip One Stop International Pte Ltd. Chip One Stop, Inc. Components Agent (Cayman) Limited Components Agent Asia Holdings, Ltd. COMPUTER DISTRIBUTORS LINKS Services (I) India Pvt. Ltd. COMPUTERLINKS (Aust) Pty Ltd. COMPUTERLINKS (UK) Ltd...

  • Page 234
    ... Hatteland Electronic II AS Lite-On Korea, Ltd. Marubun/Arrow (HK) Limited China Singapore India France Netherlands Sweden Germany Germany United Kingdom Spain California Netherlands Argentina South Africa California Singapore Argentina South Korea Belgium Czech Republic France Germany Netherlands...

  • Page 235
    ... Electronics India Private Limted China Thailand BVI Delaware United Kingdom United Kingdom Singapore Singapore NUHC, Inc. NuHo Singapore Holdings, LLC Openway Group SA Openway SAS Pansystem S.r.l. PCG Parent Corp. PCG Trading, LLC Petsche Mexico, LLC Power and Signal Group GmbH PT Marubun Arrow...

  • Page 236
    ... Hong Kong Limited Verwaltungsgesellschaft Arrow Electronics GmbH Wyle Electronics Caribbean Corp. Wyle Electronics de Mexico S de R.L. de C.V. Brazil Singapore Spain Sweden Taiwan United Kingdom Delaware Delaware Delaware Delaware Delaware Egypt Delaware California United Kingdom United Kingdom...

  • Page 237
    ... financial statements and schedule of Arrow Electronics, Inc., and the effectiveness of internal control over financial reporting of Arrow Electronics, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2013. /s/ ERNST & YOUNG LLE New York, New York February 5, 2014

  • Page 238
    ... of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michael J. Long, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of Arrow Electronics, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact...

  • Page 239
    ... or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Date: February 5, 2014 By: /s/ Paul J. Reilly Paul J. Reilly Executive Vice President, Finance and Operations, and Chief Financial Officer

  • Page 240
    ... ("Section 906") In connection with the Annual Report on Form 10-K of Arrow Electronics, Inc. (the "company") for the year ended December 31, 2013 (the "Report"), I, Michael J. Long, Chairman, President, and Chief Executive Officer of the company, certify, pursuant to the requirements of Section...

  • Page 241
    ... Act of 2002 ("Section 906") In connection with the Annual Report on Form 10-K of Arrow Electronics, Inc. (the "company") for the year ended D Reilly, Executive Vice President, Finance and Operations, and Chief Financial Officer of the company, certify, pursuant to the requirements of Section 906...

  • Page 242