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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


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

Date of Report (Date of earliest event reported): August 3, 2023

ARROW ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)

New York 1-4482 11-1806155
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

9201 East Dry Creek Road, Centennial, CO 80112
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 824-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
            
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. ☐
 




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 3, 2023, the Registrant issued a press release announcing its second quarter 2023 earnings.  A copy of the press release is attached hereto as an Exhibit (99.1).

On August 3, 2023, the Registrant also issued a press release containing a second quarter 2023 CFO commentary related to its second quarter 2023 earnings.  A copy of that press release is attached hereto as an Exhibit (99.2).

The information in this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           EXHIBITS

Exhibit Number Description
   
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  ARROW ELECTRONICS, INC.
 
   
Date: August 3, 2023 By: /s/ Carine Jean-Claude
  Name: Carine Jean-Claude
  Title: Senior Vice President, Chief Legal Officer and Secretary
 


EX-99.1 2 q22023pressreleaseex991.htm EX-99.1 Document
ARROW ELECTRONICS, INC.
9201 E. DRY CREEK ROAD
CENTENNIAL, CO 80112
303-824-4000
NEWS

Exhibit 99.1
Arrow Electronics Reports Second-Quarter 2023 Results
-- Second-Quarter Earnings Per Share of $4.12; Non-GAAP Earnings Per Share of $4.37 --
-- Revenue in line with guidance; Non-GAAP EPS above midpoint of guidance --
CENTENNIAL, Colo.--(BUSINESS WIRE)- Aug. 3, 2023--Arrow Electronics, Inc. (NYSE:ARW) today reported second-quarter 2023 sales of $8.51 billion, a decrease of 10 percent year over year. Second-quarter net income was $237 million, or $4.12 per share on a diluted basis, compared with net income of $370 million, or $5.54 per share on a diluted basis, in the second quarter of 2022. Non-GAAP net income1 was $251 million, or $4.37 per share on a diluted basis, in the second quarter of 2023, compared with non-GAAP net income of $386 million, or $5.78 per share on a diluted basis, in the second quarter of 2022.
“The company posted solid second-quarter results in a softer semiconductor market and a mixed information technology spending environment, delivering revenue and earnings per share within our guidance range,” said Sean Kerins, Arrow’s president, and chief executive officer.
Global components second-quarter sales of $6.68 billion reflected a decrease of 10 percent year over year. Europe components second-quarter sales increased 19 percent year over year. Asia-Pacific components second-quarter sales decreased 22 percent year over year. Americas components second-quarter sales decreased 17 percent year over year. Global components second-quarter operating income was $381 million, and second-quarter non-GAAP operating income was $388 million.
“While demand in the west broadly remained resilient, customer inventory levels were elevated in the quarter. Americas components results were impacted by further declines in the shortage market, which we now believe to be largely normalized. In Asia, we experienced continued demand softness in China,” said Mr. Kerins. “We were encouraged by our sequential inventory reduction, pricing stability and growth in design-related activity.”
Global enterprise computing solutions (ECS) second-quarter sales of $1.83 billion reflected a decrease of 8 percent year over year. Europe enterprise computing solutions second-quarter sales decreased 1 percent year over year. Americas enterprise computing solutions second-quarter sales decreased 14 percent year over year. Global enterprise computing solutions second-quarter operating income was $86 million, and second-quarter non-GAAP operating income was $87 million.
“We continue to see customers migrate to solutions delivered on an as-a-service basis. Our ECS results reflect this trend as we saw relative strength in cloud, software and services, and improved operating margin year over year,” said Mr. Kerins.
“Reflecting our confidence in our ability to generate cash and consistent with our desire to drive shareholder returns, we repurchased approximately $200 million of shares during the second quarter,” said Raj Agrawal, senior vice president and chief financial officer. “As of the end of the second quarter, our remaining repurchase authorization stands at approximately $824 million.”












1 A reconciliation of non-GAAP financial measures to GAAP financial measures is presented in the reconciliation tables included herein.
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THIRD-QUARTER 2023 OUTLOOK
•Consolidated sales of $7.78 billion to $8.38 billion, with global components sales of $6.00 billion to $6.40 billion, and global enterprise computing solutions sales of $1.78 billion to $1.98 billion
•Net income per share on a diluted basis of $3.25 to $3.45, and non-GAAP net income per share on a diluted basis of $3.40 to $3.60
•Average tax rate in the range of 23 to 25 percent
•Average diluted shares outstanding of ~56 million
•Interest expense in the range of $85 million to $90 million
•Changes in foreign currencies expected to increase year-over-year growth in sales by $212 million, and earnings per share on a diluted basis by $0.11 compared to the third quarter of 2022
•Changes in foreign currencies expected to increase quarter-over-quarter growth in sales by $42 million and earnings per share on a diluted basis by $0.04 compared to the second quarter of 2023
•On a constant currency basis, our third-quarter sales guidance implies a sequential growth rate range of down 11 percent to down 5 percent for global components and down 4 percent to up 7 percent for global enterprise computing solutions, when compared to the second quarter of 2023
Third-Quarter 2023 GAAP to non-GAAP Outlook Reconciliation
NON-GAAP SALES RECONCILIATION
Quarter Ended Quarter Ended
(in billions) September 30, 2023 October 1, 2022 % Change September 30, 2023 July 1, 2023 % Change
Global components sales, GAAP $6.00-6.40 $7.30  (18%) - (12%) $6.00-6.40 $6.68  (10%) - (4%)
Impact of changes in foreign currencies —  0.14  —  0.03 
Global components sales, constant currency $6.00-6.40 $7.44  (19%) - (14%) $6.00-6.40 $6.71  (11%) - (5%)
Global ECS sales, GAAP $1.78-1.98 $1.97  (10%) - 1% $1.78-1.98 $1.83  (3%) - 8%
Impact of changes in foreign currencies —  0.07  —  0.02 
Global ECS sales, constant currency $1.78-1.98 $2.04  (13%) - (3%) $1.78-1.98 $1.85  (4%) - 7%
NON-GAAP EARNINGS RECONCILIATION
Reported GAAP measure Intangible amortization expense Restructuring & integration charges Non-GAAP measure
Net income per diluted share $3.25 to $3.45 $0.10 $0.05 $3.40 to $3.60
CFO Commentary and Earnings Presentation
Please refer to the CFO commentary and the earnings presentation, which can be found at investor.arrow.com, as a supplement to the company’s earnings release. The company uses its website as a tool to disclose important information about the company and to comply with its disclosure obligations under Regulation Fair Disclosure.



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Conference Call and Webcast Information
Arrow Electronics will host a conference call to discuss second-quarter 2023 financial results on Aug. 3, 2023, at 1:00 PM ET. Register online at https://conferencingportals.com/event/fEoxDDHd to obtain dial-in information to access the live conference call. The conference call will also be available via live webcast at investor.arrow.com. Shortly after the conclusion of the conference call, a webcast replay will be available at investor.arrow.com.
About Arrow Electronics
Arrow Electronics guides innovation forward for over 210,000 leading technology manufacturers and service providers. With 2022 sales of $37 billion, Arrow develops technology solutions that help improve business and daily life. Learn more at fiveyearsout.com.

Information Relating to Forward-Looking Statements
This press release includes “forward-looking” statements, as the term is defined under the federal securities laws, including but not limited to statements regarding: Arrow’s future financial performance, including its outlook on financial results for the third quarter of fiscal 2023 such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, average diluted shares outstanding, interest and other expense, impact to sales due to changes in foreign currencies, intangible amortization expense per diluted share, restructuring & integration charges per diluted share, and expectations regarding market demand and shareholder returns. These and other forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions; disruptions or inefficiencies in the supply chain; political instability; impacts of military conflict and sanctions; industry conditions; changes in product supply, pricing and customer demand; competition; other vagaries in the global components and the global ECS markets; deteriorating economic conditions, including economic recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; the effects of natural or man-made catastrophic events; changes in relationships with key suppliers; increased profit margin pressure; changes in legal and regulatory matters; non-compliance with certain regulations, such as export, antitrust, and anti-corruption laws; foreign tax and other loss contingencies; outbreaks, epidemics, pandemics, or public health crises; and the company's ability to generate cash flow. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company's most recent Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.
Certain Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), the company also provides certain non-GAAP financial information. The company provides non-GAAP sales, operating income, income before income taxes, provision for income taxes, consolidated net income, noncontrolling interests, net income attributable to shareholders, effective tax rate and net income per share on a diluted basis, which are non-GAAP measures adjusted for the impact of changes in foreign currencies (referred to as "changes in foreign currencies" or "on a constant currency basis") by re-translating prior-period results at current period foreign exchange rates, identifiable intangible asset amortization, restructuring, integration, and other charges, net gains and losses on investments, and impact of tax legislation changes. Management believes that providing this additional information is useful to the reader to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, in conjunction with, and not as a substitute for, data presented in accordance with GAAP.
Contacts
Investors:            Anthony Bencivenga,
            Vice President, Investor Relations
            303-566-7456

Media:            John Hourigan,
            Vice President, Public Affairs and Corporate Marketing
            303-824-4586
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ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Quarter Ended Six Months Ended
July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Sales $ 8,514,516  $ 9,460,842  $ 17,250,944  $ 18,534,967 
Cost of sales 7,448,467  8,224,628  15,071,073  16,091,249 
Gross profit 1,066,049  1,236,214  2,179,871  2,443,718 
Operating expenses:
Selling, general, and administrative expenses 617,202  653,640  1,259,633  1,297,565 
Depreciation and amortization 46,264  47,252  92,943  95,557 
Restructuring, integration, and other charges 10,333  2,494  12,893  7,392 
673,799  703,386  1,365,469  1,400,514 
Operating income 392,250  532,828  814,402  1,043,204 
Equity in earnings of affiliated companies 3,061  2,165  2,981  3,008 
Gain (loss) on investments, net 497  (9,744) 10,808  (7,733)
Employee benefit plan expense, net (803) (835) (1,656) (1,724)
Interest and other financing expense, net (84,834) (38,506) (164,492) (72,491)
Income before income taxes 310,171  485,908  662,043  964,264 
Provision for income taxes 72,380  114,413  148,927  226,773 
Consolidated net income 237,791  371,495  513,116  737,491 
Noncontrolling interests 1,232  1,161  2,807  2,408 
Net income attributable to shareholders $ 236,559  $ 370,334  $ 510,309  $ 735,083 
Net income per share:
Basic $ 4.17  $ 5.60  $ 8.84  $ 10.98 
Diluted $ 4.12  $ 5.54  $ 8.74  $ 10.84 
Weighted-average shares outstanding:
Basic 56,720  66,078  57,726  66,964 
Diluted 57,355  66,851  58,409  67,797 
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ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
(Unaudited)
July 1, 2023 December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 240,382  $ 176,915 
Accounts receivable, net 11,035,898  12,322,717 
Inventories 5,452,198  5,319,369 
Other current assets 402,729  521,339 
Total current assets 17,131,207  18,340,340 
Property, plant, and equipment, at cost:
Land 5,691  5,691 
Buildings and improvements 186,648  184,211 
Machinery and equipment 1,612,005  1,583,661 
  1,804,344  1,773,563 
Less: Accumulated depreciation and amortization (1,246,125) (1,177,107)
Property, plant, and equipment, net 558,219  596,456 
Investments in affiliated companies 62,138  65,112 
Intangible assets, net 142,917  159,137 
Goodwill 2,044,214  2,027,626 
Other assets 597,204  574,511 
Total assets $ 20,535,899  $ 21,763,182 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 8,981,212  $ 10,460,419 
Accrued expenses 1,199,924  1,339,302 
Short-term borrowings, including current portion of long-term debt 488,168  589,883 
Total current liabilities 10,669,304  12,389,604 
Long-term debt 3,672,828  3,182,964 
Other liabilities 539,293  579,261 
Equity:
Shareholders’ equity:
Common stock, par value $1:
Authorized - 160,000 shares in both 2023 and 2022
Issued - 125,424 shares in both 2023 and 2022 125,424  125,424 
Capital in excess of par value
1,203,064  1,208,708 
Treasury stock (69,762 and 66,175 shares in 2023 and 2022, respectively), at cost (5,108,188) (4,637,345)
Retained earnings
9,725,141  9,214,832 
Accumulated other comprehensive loss (359,096) (365,262)
Total shareholders’ equity 5,586,345  5,546,357 
Noncontrolling interests 68,129  64,996 
Total equity 5,654,474  5,611,353 
Total liabilities and equity $ 20,535,899  $ 21,763,182 
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ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Quarter Ended
July 1, 2023 July 2, 2022
Cash flows from operating activities:
Consolidated net income $ 237,791  $ 371,495 
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Depreciation and amortization 46,264  47,252 
Amortization of stock-based compensation 8,852  13,885 
Equity in earnings of affiliated companies (3,061) (2,165)
Deferred income taxes (25,869) (8,036)
(Gain) loss on investments, net (497) 9,744 
Other 1,665  1,680 
Change in assets and liabilities:
Accounts receivable, net (377,117) (464,917)
Inventories 58,148  (294,990)
Accounts payable (8,558) 162,366 
Accrued expenses (83,267) 103,764 
Other assets and liabilities 18,845  (22,660)
Net cash used for operating activities (126,804) (82,582)
Cash flows from investing activities:
Acquisition of property, plant, and equipment (16,991) (16,974)
Proceeds from collections of notes receivable 95  373 
Net cash used for investing activities (16,896) (16,601)
Cash flows from financing activities:
Change in short-term and other borrowings 344,389  310,315 
(Repayments of) proceeds from long-term bank borrowings, net (43,786) 65,000 
Proceeds from exercise of stock options 10,447  4,370 
Repurchases of common stock (212,416) (219,532)
Settlement of forward-starting interest rate swap 56,711  — 
Other (2,474) (137)
Net cash provided by financing activities 152,871  160,016 
Effect of exchange rate changes on cash 25,657  (78,028)
Net increase (decrease) in cash and cash equivalents 34,828  (17,195)
Cash and cash equivalents at beginning of period 205,554  242,791 
Cash and cash equivalents at end of period $ 240,382  $ 225,596 
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ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
July 1, 2023 July 2, 2022
Cash flows from operating activities:
Consolidated net income $ 513,116  $ 737,491 
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Depreciation and amortization 92,943  95,557 
Amortization of stock-based compensation 28,349  31,236 
Equity in earnings of affiliated companies (2,981) (3,008)
Deferred income taxes (33,399) (6,684)
(Gain) loss on investments, net (10,808) 7,733 
Other 2,986  2,366 
Change in assets and liabilities:
Accounts receivable, net 1,324,772  (34,207)
Inventories (141,373) (755,892)
Accounts payable (1,513,259) (315,459)
Accrued expenses (215,583) 60,123 
Other assets and liabilities 52,237  (102,086)
Net cash provided by (used for) operating activities 97,000  (282,830)
Cash flows from investing activities:
Acquisition of property, plant, and equipment (37,105) (36,244)
Proceeds from collections of notes receivable 237  20,542 
Proceeds from settlement of net investment hedge 10,725  — 
Net cash used for investing activities (26,143) (15,702)
Cash flows from financing activities:
Change in short-term and other borrowings 198,339  296,022 
(Repayments of) proceeds from long-term bank borrowings, net (9,426) 910,000 
Net proceeds from note offering 496,268  — 
Redemption of notes (300,000) (350,000)
Proceeds from exercise of stock options 16,381  15,672 
Repurchases of common stock (516,217) (483,963)
Settlement of forward-starting interest rate swap 56,711  — 
Other (142) (137)
Net cash (used for) provided by financing activities (58,086) 387,594 
Effect of exchange rate changes on cash 50,696  (85,660)
Net increase in cash and cash equivalents 63,467  3,402 
Cash and cash equivalents at beginning of period 176,915  222,194 
Cash and cash equivalents at end of period $ 240,382  $ 225,596 
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ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
Quarter Ended
July 1, 2023 July 2, 2022 % Change
Consolidated sales, as reported $ 8,514,516  $ 9,460,842  (10.0) %
Impact of changes in foreign currencies —  (17,566)
Consolidated sales, constant currency $ 8,514,516  $ 9,443,276  (9.8) %
Global components sales, as reported $ 6,682,882  $ 7,461,552  (10.4) %
Impact of changes in foreign currencies —  (18,723)
Global components sales, constant currency $ 6,682,882  $ 7,442,829  (10.2) %
Americas components sales, as reported $ 2,066,562  $ 2,479,362  (16.6) %
Impact of changes in foreign currencies —  (603)
Americas components sales, constant currency $ 2,066,562  $ 2,478,759  (16.6) %
Asia components sales, as reported $ 2,462,841  $ 3,173,786  (22.4) %
Impact of changes in foreign currencies —  (41,205)
Asia components sales, constant currency $ 2,462,841  $ 3,132,581  (21.4) %
Europe components sales, as reported $ 2,153,479  $ 1,808,404  19.1  %
Impact of changes in foreign currencies —  23,085 
Europe components sales, constant currency $ 2,153,479  $ 1,831,489  17.6  %
Global ECS sales, as reported $ 1,831,634  $ 1,999,290  (8.4) %
Impact of changes in foreign currencies —  1,157 
Global ECS sales, constant currency $ 1,831,634  $ 2,000,447  (8.4) %
Americas ECS sales, as reported $ 1,000,506  $ 1,160,796  (13.8) %
Impact of changes in foreign currencies —  (7,376)
Americas ECS sales, constant currency $ 1,000,506  $ 1,153,420  (13.3) %
Europe ECS sales, as reported $ 831,128  $ 838,494  (0.9) %
Impact of changes in foreign currencies —  8,533 
Europe ECS sales, constant currency $ 831,128  $ 847,027  (1.9) %
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ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
Six Months Ended
July 1, 2023 July 2, 2022 % Change
Consolidated sales, as reported $ 17,250,944  $ 18,534,967  (6.9) %
Impact of changes in foreign currencies —  (220,344)
Consolidated sales, constant currency $ 17,250,944  $ 18,314,623  (5.8) %
Global components sales, as reported $ 13,538,675  $ 14,660,627  (7.7) %
Impact of changes in foreign currencies —  (164,716)
Global components sales, constant currency $ 13,538,675  $ 14,495,911  (6.6) %
Americas components sales, as reported $ 4,300,015  $ 4,819,905  (10.8) %
Impact of changes in foreign currencies —  (2,297)
Americas components sales, constant currency $ 4,300,015  $ 4,817,608  (10.7) %
Asia components sales, as reported $ 4,839,036  $ 6,105,315  (20.7) %
Impact of changes in foreign currencies —  (87,707)
Asia components sales, constant currency $ 4,839,036  $ 6,017,608  (19.6) %
Europe components sales, as reported $ 4,399,624  $ 3,735,407  17.8  %
Impact of changes in foreign currencies —  (74,712)
Europe components sales, constant currency $ 4,399,624  $ 3,660,695  20.2  %
Global ECS sales, as reported $ 3,712,269  $ 3,874,340  (4.2) %
Impact of changes in foreign currencies —  (55,628)
Global ECS sales, constant currency $ 3,712,269  $ 3,818,712  (2.8) %
Americas ECS sales, as reported $ 1,998,620  $ 2,208,645  (9.5) %
Impact of changes in foreign currencies —  (15,946)
Americas ECS sales, constant currency $ 1,998,620  $ 2,192,699  (8.9) %
Europe ECS sales, as reported $ 1,713,649  $ 1,665,695  2.9  %
Impact of changes in foreign currencies —  (39,682)
Europe ECS sales, constant currency $ 1,713,649  $ 1,626,013  5.4  %

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ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Three months ended July 1, 2023
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
Non- recurring tax items
Other(1)
Non-GAAP
measure
Operating income $ 392,250  $ 7,908  $ 10,333  $ —  $ —  $ 410,491 
Income before income taxes 310,171  7,908  10,333  —  (497) 327,915 
Provision for income taxes 72,380  1,992  2,597  (942) (119) 75,908 
Consolidated net income 237,791  5,916  7,736  942  (378) 252,007 
Noncontrolling interests 1,232  136  —  —  —  1,368 
Net income attributable to shareholders $ 236,559  $ 5,780  $ 7,736  $ 942  $ (378) $ 250,639 
Net income per diluted share (2)
$ 4.12  $ 0.10  $ 0.13  $ 0.02  $ (0.01) $ 4.37 
Effective tax rate (3)
23.3  % 23.1  %
Three months ended July 2, 2022
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
Non- recurring tax items
Other(1)
Non-GAAP
measure
Operating income $ 532,828  $ 8,830  $ 2,494  $ —  $ —  $ 544,152 
Income before income taxes 485,908  8,830  2,494  —  9,744  506,976 
Provision for income taxes 114,413  2,263  362  —  2,356  119,394 
Consolidated net income 371,495  6,567  2,132  —  7,388  387,582 
Noncontrolling interests 1,161  133  —  —  —  1,294 
Net income attributable to shareholders $ 370,334  $ 6,434  $ 2,132  $ —  $ 7,388  $ 386,288 
Net income per diluted share (2)
$ 5.54  $ 0.10  $ 0.03  $ —  $ 0.11  $ 5.78 
Effective tax rate (3)
23.5  % 23.6  %



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ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
Six months ended July 1, 2023
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
Non- recurring tax items
Other(1)
Non-GAAP
measure
Operating income $ 814,402  $ 15,888  $ 12,893  $ —  $ —  $ 843,183 
Income before income taxes 662,043  15,888  12,893  —  (10,808) 680,016 
Provision for income taxes 148,927  4,002  3,317  (942) (2,590) 152,714 
Consolidated net income 513,116  11,886  9,576  942  (8,218) 527,302 
Noncontrolling interests 2,807  270  —  —  —  3,077 
Net income attributable to shareholders $ 510,309  $ 11,616  $ 9,576  $ 942  $ (8,218) $ 524,225 
Net income per diluted share (2)
$ 8.74  $ 0.20  $ 0.16  $ 0.02  $ (0.14) $ 8.98 
Effective tax rate (3)
22.5  % 22.5  %
Six months ended July 2, 2022
Reported
GAAP
measure
Intangible
amortization
expense
Restructuring
& Integration
charges
Non- recurring tax items
Other(1)
Non-GAAP
measure
Operating income $ 1,043,204  $ 17,848  $ 7,392  $ —  $ —  $ 1,068,444 
Income before income taxes 964,264  17,848  7,392  —  7,733  997,237 
Provision for income taxes 226,773  4,573  1,567  —  1,870  234,783 
Consolidated net income 737,491  13,275  5,825  —  5,863  762,454 
Noncontrolling interests 2,408  273  —  —  —  2,681 
Net income attributable to shareholders $ 735,083  $ 13,002  $ 5,825  $ —  $ 5,863  $ 759,773 
Net income per diluted share (2)
$ 10.84  $ 0.19  $ 0.09  $ —  $ 0.09  $ 11.21 
Effective tax rate (3)
23.5  % 23.5  %
(1) Other includes (gain) loss on investments, net.
(2) The sum of the components for diluted EPS, as adjusted may not agree to totals, as presented, due to rounding.
(3) The items as shown in this table, represent the reconciling items for the tax rate as reported by GAAP measure and as a non-GAAP measure.
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11






ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
Quarter Ended Six Months Ended
July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Sales:
Global components $ 6,682,882  $ 7,461,552  $ 13,538,675  $ 14,660,627 
Global ECS 1,831,634  1,999,290  3,712,269  3,874,340 
Consolidated $ 8,514,516  $ 9,460,842  $ 17,250,944  $ 18,534,967 
Operating income (loss):
Global components $ 381,314  $ 524,494  $ 798,853  $ 1,023,836 
Global ECS 86,228  83,970  167,327  169,768 
Corporate (a) (75,292) (75,636) (151,778) (150,400)
Consolidated $ 392,250  $ 532,828  $ 814,402  $ 1,043,204 

(a)Corporate operating loss includes restructuring, integration, and other charges of $10.3 million and $12.9 million for the second quarter and first six months of 2023, respectively, and $2.5 million and $7.4 million for the second quarter and first six months of 2022, respectively.

NON-GAAP SEGMENT RECONCILIATION
Quarter Ended Six Months Ended
July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Global components operating income, as reported $ 381,314  $ 524,494  $ 798,853  $ 1,023,836 
Intangible assets amortization expense 6,679  6,739  13,424  13,612 
Global components non-GAAP operating income $ 387,993  $ 531,233  $ 812,277  $ 1,037,448 
Global ECS operating income, as reported $ 86,228  $ 83,970  $ 167,327  $ 169,768 
Intangible assets amortization expense 1,229  2,091  2,464  4,236 
Global ECS non-GAAP operating income $ 87,457  $ 86,061  $ 169,791  $ 174,004 



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12


EX-99.2 3 q22023cfocommentaryex992.htm EX-99.2 q22023cfocommentaryex992
investor.arrow.com Second Quarter 2023 CFO Commentary


 
2 2 CFO Commentary As reflected in our earnings release, there are a number of items that impact the comparability of our results with those in the trailing quarter and prior-year comparable periods. The discussion of our results may exclude these items to give you a better sense of our operating results. As always, the operating information we provide to you should be used as a complement to, and not in substitute for, GAAP numbers. For a complete reconciliation between our GAAP and non-GAAP results, please refer to our second quarter 2023 Form 10-Q, earnings release and the earnings reconciliation found at the end of this document. The following reported GAAP and non-GAAP information included in this CFO commentary is unaudited and should be read in conjunction with the company’s Form 10-Q for the quarterly period ended July  1, 2023, and the company's 2022 Annual Report on Form 10-K, each as filed with the Securities and Exchange Commission.


 
3 3 Second-Quarter Summary We continue to see customers migrate to solutions delivered on an as-a-service basis. Our ECS results reflect this trend as we saw relative strength in cloud, software and services, and improved operating margin year over year. Reflecting our confidence in our ability to generate cash and consistent with our desire to drive shareholder returns, we repurchased approximately $200 million of shares during the second quarter. As of the end of the second quarter, our remaining repurchase authorization stands at approximately $824 million. The company posted solid second-quarter results in a softer semiconductor market and a mixed information technology spending environment, delivering revenue and earnings per share within our guidance range. While demand in the west broadly remained resilient, customer inventory levels were elevated in the quarter. Americas components results were impacted by further declines in the shortage market, which we now believe to be largely normalized. In Asia, we experienced continued demand softness in China. We were encouraged by our sequential inventory reduction, pricing stability and growth in design-related activity. Revenue and EPS in line with guidance


 
4 Consolidated sales were $8.51 billion In line with the prior expectation of $8.42-$9.02 billion 4 Consolidated Overview Second Quarter 2023 * $ in millions, except per share data; may reflect rounding. Second-quarter diluted EPS of $4.12 in line with guidance and non-GAAP diluted EPS of $4.37 above midpoint of guidance Consolidated gross profit margin was 12.5% Down 60 basis points year over year primarily due to lower margins in global components Declined 20 basis points compared to the first quarter of 2023 Operating income margin was 4.6% and non-GAAP operating income margin was 4.8% Interest and other expense, net was $85 million P&L Highlights* Q2 2023 Y/Y CHANGE Y/Y CHANGE IN CONSTANT CURRENCY Q/Q CHANGE Sales $8,515 (10)% (10)% (3)% Gross Profit Margin 12.5% -60 bps -60 bps -20 bps Operating Income $392 (26)% (26)% (7)% Operating Margin 4.6% -100 bps -100 bps -20 bps Non-GAAP Operating Income $410 (25)% (24)% (5)% Non-GAAP Operating Margin 4.8% -100 bps -90 bps -20 bps Net Income $237 (36)% (36)% (14)% Diluted EPS 4.12 (26)% (25)% (10)% Non-GAAP Net Income $251 (35)% (35)% (8)% Non-GAAP Diluted EPS 4.37 (24)% (24)% (5)% Operating expenses as a percentage of sales were 7.9% , up 50 basis points year over year Non-GAAP operating expenses as a percentage of sales were 7.7%, up 40 basis points year over year Below our prior expectation of approximately $90 million


 
5 5 Effective tax rate was 23.3%, and non-GAAP effective tax rate was 23.1% Effective tax rate and non-GAAP effective tax rate were in line with the prior expectation and the target long- term range of 23% - 25% Diluted shares outstanding were 57 million In line with the prior expectation Non-GAAP diluted earnings per share were $4.37 Above midpoint of the prior expectation of $4.25 - $4.45 Second Quarter 2023 Diluted earnings per share were $4.12 In line with the prior expectation of $4.10 - $4.30


 
6 6 Components Global Second-quarter sales decreased 10% year over year Second-quarter sales decreased 10% year over year Lead times are improving Operating margin of 5.7% decreased 130 basis points year over year due to the shortage market conditions Non-GAAP operating margin of 5.8% decreased 130 basis points year over year Return on working capital decreased year over year but remained at favorable levels Operating Income ($ in millions) $524 $495 $443 $418 $381 $531 $501 $449 $424 $388 GAAP Non-GAAP Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23 Sales of $6.68 billion were in line with the prior expectation of $6.64-$7.04 billion Book to bill was below parity but has remained steady


 
7 7 Components As expected, the decline in revenue is primarily a function of the normalization of shortage market activities Strength in industrial and aerospace and defense verticals Sales ($ in millions) Americas Second-quarter sales decreased 17% year over year $2,479 $2,446 $2,327 $2,233 $2,067 Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23


 
8 8 Components Sales ($ in millions) Asia Sales declined year-over-year $3,174 $2,919 $2,543 $2,376 $2,463 Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23 Sequential growth despite continued softness across most verticals


 
9 9 Components Strength in industrial, automotive and aerospace & defense Sales ($ in millions) Europe Second-quarter sales increased 19% year over year $1,808 $1,936 $1,957 $2,246 $2,153 Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23


 
10 10 Enterprise Computing Solutions Global Second-quarter sales decreased 8% year over year Operating income increased 3% year over year Return on working capital remains favorable Operating margin of 4.7% increased 50 basis points year over year Non-GAAP operating margin of 4.8% increased 50 basis points year over year Operating Income ($ in millions) Sales decreased 8% year over year $84 $84 $155 $81 $86$86 $86 $156 $82 $87 GAAP Non-GAAP Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23 Relative strength in cloud, software, and services as customers migrate to IT solutions delivered on an as-a- service basis


 
11 Gross profit dollars increased slightly year over year Relative strength in the public sector 11 Sales ($ in millions) Americas Sales decreased 14% year over year $1,161 $1,234 $1,404 $998 $1,001 Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23 Enterprise Computing Solutions Gross profit dollars increased slightly year over year Relative strength in the public sector


 
12 12 Sales ($ in millions) Enterprise Computing Solutions Europe Second-quarter sales decreased 1% year over year $838 $732 $1,092 $883 $831 Q2-'22 Q3-'22 Q4-'22 Q1-'23 Q2-'23 Gross profit dollars increased 11% year over year Healthy demand growth for cyber-security solutions and other infrastructure software


 
13 131 Cash Flow from Operations Cash flow used for operating activities was ($127 million) in the second quarter and cash provided by operating activities was $347 million over the last 12 months. Working Capital The company reports return on working capital ("ROWC") and ROWC (non-GAAP) to provide investors an additional method for assessing working capital. The company uses ROWC to measure economic returns to help the company evaluate the effectiveness of investments in the inventories we chose to buy and the business arrangements we have with our customers and suppliers. ROWC was 20.9% in the second quarter, down 1150 basis points year over year. ROWC (non-GAAP) was 21.9% in the second quarter, down 1120 basis points year over year. The decrease in ROWC related primarily to lower operating income due to normalizing market conditions and softening demand, in addition to higher inventory levels. See pg. 19 for the company's calculation of ROWC. Return on Invested Capital The company reports return on invested capital ("ROIC") and ROIC (non-GAAP) to provide investors an additional method for assessing operating income. Among other uses, the company uses ROIC to measure economic returns relative to our cost of capital in evaluating overall effectiveness of our business strategy. ROIC was 12.8% in the second quarter, down 650 basis points year over year. ROIC (non-GAAP) was 13.4% in the second quarter, down 630 basis points year over year. The decrease in ROIC related primarily to higher levels of longterm debt, primarily related to investments in inventory, as well as lower operating income. See pg. 20 for the company's calculation of ROIC. Share Buyback We repurchased 1.6 million shares for approximately $200  million in the second quarter of 2023. Total remaining repurchase authorization is $824 million. Debt and Liquidity Net debt totaled $3.9 billion. Total liquidity was $2.1 billion when including cash of $240 million. Repurchased approximately $200 million of stock in the second quarter. Cash Flow, Returns, and Liquidity Second Quarter 2023


 
14 14 Outlook: Third Quarter 2023 We estimate changes in foreign currencies to increase year-over-year growth in sales by $212 million and earnings per share on a diluted basis by $0.11 compared to the third quarter of 2022. We estimate changes in foreign currencies to increase quarter-over-quarter growth in sales by $42  million and earnings per share on a diluted basis by $0.04 compared to the second quarter of 2023(1). Guidance Third-Quarter 2023 Guidance Quarter Closing Dates Beginning and ending dates may impact comparisons to prior periods * Assumes an average tax rate in the range of 23% to 25%. Consolidated Sales $7.78 billion to $8.38 billion Global components $6.00 billion to $6.40 billion Global ECS $1.78 billion to $1.98 billion Diluted Earnings Per Share* $3.25 to $3.45 Non-GAAP Diluted Earnings Per Share* $3.40 to $3.60 Interest and other expense, net $85 million to $90 million Diluted shares outstanding ~56 million First Second Third Fourth 2022 Apr. 2 Jul. 2 Oct. 1 Dec. 31 2023 Apr. 1 Jul. 1 Sep. 30 Dec. 31 On a constant currency basis(1), our third-quarter sales guidance implies a sequential growth rate range of down 11% to down 5% for global components and down 4% to up 7% for global enterprise computing solutions, when compared to the second-quarter of 2023. (1) Refer to p.17 of this presentation for third quarter 2023 GAAP to non-GAAP Outlook Reconciliation.


 
15 15 Risk factors The discussion of the company’s business and operations should be read together with the risk factors contained in Item 1A of its most recent Annual Report on Form 10-K and each subsequently filed Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which the company is or may become subject. If any of the described events occur, the company’s business, results of operations, financial condition, liquidity, or access to the capital markets could be materially adversely affected. Information Relating to Forward-Looking Statements This presentation includes “forward-looking” statements, as the term is defined under the federal securities laws, including but not limited to statements regarding: Arrow’s future financial performance, including its outlook on financial results for the third quarter of fiscal 2023 such as sales, net income per diluted share, non-GAAP net income per diluted share, average tax rate, average diluted shares outstanding, interest and other expense, impact to sales due to changes in foreign currencies, intangible amortization expense per diluted share, restructuring and integration charges per diluted share, and expectations regarding market demand and shareholder returns. These and other forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions; disruptions or inefficiencies in the supply chain; political instability; impacts of military conflict and sanctions; industry conditions; changes in product supply, pricing and customer demand; competition; other vagaries in the global components and the global ECS markets; deteriorating economic conditions, including economic recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; the effects of natural or man-made catastrophic events; changes in relationships with key suppliers; increased profit margin pressure; changes in legal and regulatory matters; non-compliance with certain regulations, such as export, antitrust, and anti-corruption laws; foreign tax and other loss contingencies; outbreaks, epidemics, pandemics, or public health crises; and the company's ability to generate cash flow. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward- looking statements, see the section entitled “Risk Factors” in the company's most recent Quarterly Report on Form 10-Q and the company's most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.


 
16 The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance. 16 Certain Non-GAAP Financial Information In addition to disclosing financial results that are determined in accordance with accounting principles generally accepted in the United States (“GAAP”), the company also provides certain non-GAAP financial information. The company provides non-GAAP sales, operating expenses, operating income, operating income margin, income before income taxes, provision for income taxes, consolidated net income, noncontrolling interests, net income attributable to shareholders, effective tax rate, net income per share on a diluted basis, return on working capital, and return on invested capital. These non-GAAP measures are adjusted by certain of the following, as applicable: the impact of changes in foreign currencies (referred to as "changes in foreign currencies" or "on a constant currency basis") by re-translating prior- period results at current period foreign exchange rates, identifiable intangible asset amortization, restructuring, integration, and other charges, net gains and losses on investments, and impact of tax legislation changes. Management believes that providing this additional information is useful to the reader to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, in conjunction with, and not as a substitute for, data presented in accordance with GAAP. For a complete reconciliation between our GAAP and non- GAAP results, please refer to our second quarter 2023 Form 10-Q, earnings release and the earnings reconciliations found at the end of this document.


 
($ in billions, except per share data) Third-Quarter 2023 GAAP to non-GAAP Outlook Reconciliation 17 NON-GAAP SALES RECONCILIATION Quarter Ended Quarter Ended September 30, 2023 October 1, 2022 % Change September 30, 2023 July 1, 2023 % Change Global components sales, GAAP $6.00-6.40 $ 7.30 (18%) - (12%) $6.00-6.40 $ 6.68 (10%) - (4%) Impact of changes in foreign currencies — 0.14 — 0.03 Global components sales, constant currency $6.00-6.40 $ 7.44 (19%) - (14%) $6.00-6.40 $ 6.71 (11%) - (5%) Global ECS sales, GAAP $1.78-1.98 $ 1.97 (10%) - 1% $1.78-1.98 $ 1.83 (3%) - 8% Impact of changes in foreign currencies — 0.07 — 0.02 Global ECS sales, constant currency $1.78-1.98 $ 2.04 (13%) - (3%) $1.78-1.98 $ 1.85 (4%) - 7% NON-GAAP EARNINGS RECONCILIATION REPORTED GAAP MEASURE INTANGIBLE AMORTIZATION EXPENSE RESTRUCTURING & INTEGRATION CHARGES NON-GAAP MEASURE Net income per diluted share $3.25 to $3.45 $0.10 $0.05 $3.40 to $3.60


 
($ in thousands, except per share data) Earnings Reconciliation (1) Other includes (gain) loss on investments, net. (2) The sum of the components for non-GAAP diluted EPS may not agree to totals, as presented, due to rounding. (3) The items as shown in this table, represent the reconciling items for the tax rate as reported by GAAP measure and as a non- GAAP measure. 18 Three months ended July 1, 2023 Reported GAAP measure Intangible amortization expense Restructuring & Integration charges Non-recurring tax items Other(1) Non-GAAP measure Operating income $ 392,250 $ 7,908 $ 10,333 $ — $ — $ 410,491 Income before income taxes 310,171 7,908 10,333 — (497) 327,915 Provision for income taxes 72,380 1,992 2,597 (942) (119) 75,908 Consolidated net income 237,791 5,916 7,736 942 (378) 252,007 Noncontrolling interests 1,232 136 — — — 1,368 Net income attributable to shareholders $ 236,559 $ 5,780 $ 7,736 $ 942 $ (378) $ 250,639 Net income per diluted share(2) $ 4.12 $ 0.10 $ 0.13 $ 0.02 $ (0.01) $ 4.37 Effective tax rate (3) 23.3 % 23.1 % Three months ended July 2, 2022 Reported GAAP measure Intangible amortization expense Restructuring & Integration charges Non-recurring tax items Other(1) Non-GAAP measure Operating income $ 532,828 $ 8,830 $ 2,494 $ — $ — $ 544,152 Income before income taxes 485,908 8,830 2,494 — 9,744 506,976 Provision for income taxes 114,413 2,263 362 — 2,356 119,394 Consolidated net income 371,495 6,567 2,132 — 7,388 387,582 Noncontrolling interests 1,161 133 — — — 1,294 Net income attributable to shareholders $ 370,334 $ 6,434 $ 2,132 $ — $ 7,388 $ 386,288 Net income per diluted share(2) $ 5.54 $ 0.10 $ 0.03 $ — $ 0.11 $ 5.78 Effective tax rate (3) 23.5 % 23.6 % Three months ended April 1, 2023 Reported GAAP measure Intangible amortization expense Restructuring & Integration charges Non-recurring tax items Other(1) Non-GAAP measure Operating income $ 422,152 $ 7,980 $ 2,560 $ — $ — $ 432,692 Income before income taxes 351,872 7,980 2,560 — (10,311) 352,101 Provision for income taxes 76,547 2,010 720 — (2,471) 76,806 Consolidated net income 275,325 5,970 1,840 — (7,840) 275,295 Noncontrolling interests 1,575 134 — — — 1,709 Net income attributable to shareholders $ 273,750 $ 5,836 $ 1,840 $ — $ (7,840) $ 273,586 Net income per diluted share(2) $ 4.60 $ 0.10 $ 0.03 $ — $ (0.13) $ 4.60 Effective tax rate (3) 21.8 % 21.8 %


 
19 19 Return on Working Capital Reconciliation ($ in thousands) QUARTER ENDED July 1, 2023 July 2, 2022 Numerator: (unaudited) (unaudited) Consolidated operating income, as reported $ 392,250 $ 532,828 x4 x4 Annualized consolidated operating income $ 1,569,000 $ 2,131,312 Non-GAAP consolidated operating income $ 410,491 $ 544,152 x4 x4 Annualized non-GAAP consolidated operating income $ 1,641,964 $ 2,176,608 Denominator: Accounts receivable, net 11,035,898 10,851,466 Inventories 5,452,198 4,886,562 Less: Accounts payable 8,981,212 9,162,534 Working capital 7,506,884 6,575,494 Return on working capital 20.9 % 32.4 % Return on working capital (non-GAAP) 21.9 % 33.1 %


 
20 20 Return on Invested Capital Reconciliation (1) Operating income, as reported, and non- GAAP operating income is adjusted for noncontrolling interest and equity in earnings of affiliated companies to include the pro-rata ownership of non-wholly owned subsidiaries. (2) The tax effect is calculated by applying the effective tax rate for the three months ended July 1, 2023 and July 2, 2022 to consolidated operating income, as adjusted. The tax rate is adjusted to exclude the impacts of interest expense, gain on investments, net, and employee benefit plan expense, net. (3) The tax effect is calculated by applying the non-GAAP effective tax rate for the three months ended July 1, 2023 and July 2, 2022 to non-GAAP consolidated operating income, as adjusted. The tax rate is adjusted to exclude the impacts of interest expense and employee benefit plan expense, net. (4) The quarter ended average is based on the addition of the account balance at the end of the most recently-ended quarter to the account balance at the end of the prior quarter and dividing by two. ($ in thousands) QUARTER ENDED July 1, 2023 July 2, 2022 Numerator: (unaudited) (unaudited) Consolidated operating income, as reported $ 392,250 $ 532,828 Equity in earnings of affiliated companies(1) 3,061 2,165 Less: Noncontrolling interests (1) 1,232 1,161 Consolidated operating income, as adjusted 394,079 533,832 Less: Tax effect(2) 92,218 125,948 After-tax consolidated operating income, as adjusted 301,861 407,884 x4 x4 Annualized after-tax consolidated operating income, as adjusted $ 1,207,444 $ 1,631,536 Non-GAAP consolidated operating income $ 410,491 $ 544,152 Equity in earnings of affiliated companies(1) 3,061 2,165 Less: Noncontrolling interests (1) 1,368 1,294 Non-GAAP consolidated operating income, as adjusted 412,184 545,023 Less: Tax effect(3) 95,690 128,678 After-tax non-GAAP consolidated operating income, as adjusted 316,494 416,345 x4 x4 Annualized after-tax non-GAAP consolidated operating income, as adjusted $ 1,265,976 $ 1,665,380 Denominator: Average short-term borrowings, including current portion of long-term debt(4) $ 316,216 $ 471,724 Average long-term debt(4) 3,695,942 2,823,654 Average total equity(4) 5,627,327 5,413,583 Less: Average cash and cash equivalents(4) 222,968 234,193 Invested capital $ 9,416,517 $ 8,474,768 Return on invested capital 12.8 % 19.3 % Return on invested capital (non-GAAP) 13.4 % 19.7 %