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EX-99.2 - EXHIBIT 99.2 - ARROW ELECTRONICS INCa51453005ex99_2.htm
8-K - ARROW ELECTRONICS, INC 8-K - ARROW ELECTRONICS INCa51453005.htm

Exhibit 99.1

Arrow Electronics Reports Third-Quarter 2016 Results

-- Record Third-Quarter Sales of $5.94 billion --

-- Earnings Per Share of $1.28; Non-GAAP Earnings Per Share of $1.56 --

CENTENNIAL, Colo.--(BUSINESS WIRE)--November 3, 2016--Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2016 net income of $118 million, or $1.28 per share on a diluted basis, compared with net income of $109 million, or $1.15 per share on a diluted basis, in the third quarter of 2015. Excluding certain items1, net income would have been $143 million, or $1.56 per share on a diluted basis, in the third quarter of 2016, compared with net income of $133 million, or $1.40 per share on a diluted basis, in the third quarter of 2015. Third-quarter sales of $5.94 billion increased 4 percent from sales of $5.7 billion in the prior year.

“Our strong execution drove record third-quarter sales for both our global components and global enterprise computing solutions businesses,” said Michael J. Long, chairman, president, and chief executive officer. “Our results this quarter continue to show our leadership position at the forefront of innovation for digital commerce, cloud, and IoT.”

Global components third-quarter sales of $3.9 billion grew 6 percent year over year. Americas components sales were flat year over year. Asia-Pacific components sales grew 16 percent year over year. Europe components sales grew 2 percent year over year. “Our investments in customer-facing sales and engineering resources over the last two years contributed to our strong growth in the Asia-Pacific region during the third quarter,” said Mr. Long.

Global enterprise computing solutions third-quarter sales of $2.03 billion grew 1 percent year over year. Sales, as adjusted, declined 1 percent year over year. Americas sales grew 6 percent year over year. Sales in the region, as adjusted, grew 1 percent year over year. Europe sales declined 10 percent year over year. Sales in the region, as adjusted, declined 6 percent year over year. “Enterprise computing solutions operating income grew 13 percent year over year, and we believe our profit growth shows the increasing value we are delivering to customers and suppliers,” added Mr. Long.

“Cash flow from operations was $24 million in the third quarter and $680 million over the last 12 months as we continue to exceed our cash flow target,” said Chris Stansbury, senior vice president and chief financial officer. “During the quarter, we returned approximately $117 million to shareholders through our stock repurchase program. We had approximately $169 million of remaining authorization under our share repurchase program at the end of the third quarter.”

NINE-MONTH RESULTS

Arrow’s net income for the first nine months of 2016 was $358 million, or $3.87 per share on a diluted basis, compared with net income of $339 million, or $3.52 per share on a diluted basis in the first nine months of 2015. Excluding certain items1, net income would have been $428 million, or $4.63 per share on a diluted basis, in the first nine months of 2016 compared with net income of $410 million, or $4.26 per share on a diluted basis, in the first nine months of 2015. In the first nine months of 2016, sales of $17.38 billion increased 5 percent from sales of $16.53 billion in the first nine months of 2015.

1 A reconciliation of non-GAAP adjusted financial measures, including sales, as adjusted, operating income, as adjusted, net income attributable to shareholders, as adjusted, and net income per share, as adjusted, to GAAP financial measures is presented in the reconciliation tables included herein.


GUIDANCE

“As we look to the fourth quarter, we believe that total sales will be between $6.3 billion and $6.7 billion, with global components sales between $3.7 billion and $3.9 billion, and global enterprise computing solutions sales between $2.6 billion and $2.8 billion. As a result of this outlook, we expect earnings per share on a diluted basis, to be in the range of $1.68 to $1.84, and earnings per share on a diluted basis, excluding any charges, to be in the range of $1.92 to $2.08 per share. Our guidance assumes an average tax rate in the range of 25 to 27 percent and average diluted shares outstanding are expected to be 91 million. Due to timing of some discreet items, we anticipate our fourth-quarter average tax rate will be below our usual 27 to 29 percent range, but full-year 2016 average tax rate will be within the 27 to 29 percent range. We are expecting the average USD-to-Euro exchange rate for the fourth quarter to be approximately $1.11 to €1. At the midpoints of our fourth-quarter guidance ranges, full-year 2016 earnings per share, on a diluted basis, excluding certain items1, would total approximately $6.62 and grow 7 percent compared to full-year 2015. Full-year 2016 sales would total approximately $23.88 billion and would grow 3 percent compared to full-year 2015,” said Mr. Stansbury.

Please refer to the CFO commentary, which can be found at investor.arrow.com, as a supplement to the company’s earnings release.

Arrow Electronics (www.arrow.com) is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 100,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 460 locations serving over 85 countries.


Information Relating to Forward-Looking Statements

This press release includes forward-looking statements that are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company's implementation of its new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the global components and global enterprise computing solutions markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, risks related to the integration of acquired businesses, changes in legal and regulatory matters, and the company’s ability to generate additional cash flow. Forward-looking statements are those statements which are not statements of historical fact. These forward-looking statements can be identified by forward-looking words such as "expects," "anticipates," "intends," "plans," "may," "will," "believes," "seeks," "estimates," and similar expressions. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.

For a further discussion of factors to consider in connection with these forward-looking statements, investors should refer to Item 1A Risk Factors of the company’s Annual Report on Form 10-K for the year ended December 31, 2015.

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 relating to sales, operating income, net income attributable to shareholders, and net income per basic and diluted share. The company provides sales on a non-GAAP basis adjusted for the impact of changes in foreign currencies and the impact of acquisitions by adjusting the company's operating results for businesses acquired, including the amortization expense related to acquired intangible assets, as if the acquisitions had occurred at the beginning of the earliest period presented (referred to as "impact of acquisitions"). Operating income, net income attributable to shareholders, and net income per basic and diluted share are adjusted for certain charges, credits, gains, and losses that the company believes impact the comparability of its results of operations. These charges, credits, gains, and losses arise out of the company’s efficiency enhancement initiatives, acquisitions (including intangible assets amortization expense), loss on prepayment of debt, and (gain)/loss on investments. A reconciliation of the company’s non-GAAP financial information to GAAP is set forth in the tables below.

The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company’s operating performance and underlying trends in the company’s business because management considers these items referred to above to be outside the company’s core operating results. This non-GAAP financial information is among the primary indicators management uses as a basis for evaluating the company’s financial and operating performance. In addition, the company’s Board of Directors may use this non-GAAP financial information in evaluating management performance and setting management compensation.

The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, sales, operating income, net income and net income per basic and diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.


ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
 
  Quarter Ended   Nine Months Ended

Oct. 1,
2016

 

Sep. 26,
2015

Oct. 1,
2016

 

Sep. 26,
2015

 
Sales $ 5,936,092 $ 5,698,304 $ 17,382,370 $ 16,530,678
Costs and expenses:
Cost of sales 5,162,930 4,955,937 15,061,519 14,334,394
Selling, general, and administrative expenses 510,017 497,876 1,534,534 1,457,160
Depreciation and amortization 40,194 40,941 121,516 117,854
Restructuring, integration, and other charges   24,267   17,756   61,161   51,099
  5,737,408   5,512,510   16,778,730   15,960,507
Operating income 198,684 185,794 603,640 570,171
Equity in earnings of affiliated companies 1,311 1,674 5,394 4,890
Gain on sale of investment

 

- - - 2,008
Interest and other financing expense, net 37,229 35,409 111,828 100,959
Other expense, net   -   -   -   4,443
Income before income taxes 162,766 152,059 497,206 471,667
Provision for income taxes   44,931   41,755   137,441   130,589
Consolidated net income 117,835 110,304 359,765 341,078
Noncontrolling interests   108   1,060   1,533   1,844
Net income attributable to shareholders $ 117,727 $ 109,244 $ 358,232 $ 339,234
Net income per share:

Basic

$ 1.29 $ 1.16 $ 3.92 $ 3.56
Diluted $ 1.28 $ 1.15 $ 3.87 $ 3.52
Weighted average shares outstanding:
Basic 90,937 94,302 91,412 95,277
Diluted 91,938 95,363 92,487 96,302

 
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except par value)
 
 

Oct. 1,
2016

 

Dec. 31,
2015

(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 384,415 $ 273,090
Accounts receivable, net 5,912,085 6,161,418
Inventories, net 2,605,408 2,466,490
Other current assets   289,356   285,473
Total current assets   9,191,264   9,186,471
Property, plant, and equipment, at cost:
Land 23,864 23,547
Buildings and improvements 174,127 162,011
Machinery and equipment   1,353,862   1,250,115
1,551,853 1,435,673
Less: Accumulated depreciation and amortization   (801,340)   (735,495)
Property, plant, and equipment, net   750,513   700,178
Investments in affiliated companies 89,059 73,376
Intangible assets, net 355,968 389,326
Goodwill 2,441,846 2,368,832
Other assets   309,393   303,747
Total assets $ 13,138,043 $ 13,021,930
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 4,747,227 $ 5,192,665
Accrued expenses 698,525 819,463
Short-term borrowings, including current portion of long-term debt   77,348   44,024
Total current liabilities   5,523,100   6,056,152
 
Long-term debt 2,704,851 2,380,575
Other liabilities 429,631 390,392
Equity:
Shareholders' equity:
Common stock, par value $1:
Authorized – 160,000 shares in both 2016 and 2015
Issued – 125,424 shares in both 2016 and 2015 125,424 125,424
Capital in excess of par value 1,102,697 1,107,314
Treasury stock (35,838 and 34,501 shares in 2016 and 2015, respectively), at cost (1,590,818) (1,480,069)
Retained earnings 5,032,712 4,674,480
Accumulated other comprehensive loss   (244,511)   (284,706)
Total shareholders' equity 4,425,504 4,142,443
Noncontrolling interests   54,957   52,368
Total equity   4,480,461   4,194,811
Total liabilities and equity $ 13,138,043 $ 13,021,930

 
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
  Quarter Ended

Oct. 1,
2016

 

Sep. 26,
2015

Cash flows from operating activities:
Consolidated net income $ 117,835 $ 110,304
Adjustments to reconcile consolidated net income to net cash provided by (used for) operations:
Depreciation and amortization 40,194 40,941
Amortization of stock-based compensation 10,508 11,777
Equity in earnings of affiliated companies (1,311) (1,674)
Deferred income taxes 2,522 375
Excess tax benefits from stock-based compensation arrangements (14) (21)
Other 1,510 1,475
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable (193,791) (22,871)
Inventories (95,184) 37,935
Accounts payable 93,313 (298,552)
Accrued expenses 11,826 26,638
Other assets and liabilities   37,016   (14,821)
Net cash provided by (used for) operating activities   24,424   (108,494)
 
Cash flows from investing activities:
Cash consideration paid for acquired businesses (23,473) (42,236)
Acquisition of property, plant, and equipment (38,005) (44,236)
Other   -   -
Net cash used for investing activities   (61,478)   (86,472)
Cash flows from financing activities:
Change in short-term and other borrowings (35,670) (252)
Proceeds from long-term bank borrowings, net 87,000 204,300
Proceeds from exercise of stock options 1,842 248
Excess tax benefits from stock-based compensation arrangements 14 21
Repurchases of common stock (120,345) (50,177)
Other   -   (2,831)
Net cash provided by(used for)financing activities   (67,159)   151,309
Effect of exchange rate changes on cash   (7,143)   (19,320)
Net decrease in cash and cash equivalents (111,356) (62,977)
Cash and cash equivalents at beginning of period   495,771   399,721
Cash and cash equivalents at end of period $ 384,415 $ 336,744

 
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
  Nine Months Ended

Oct. 1,
2016

 

Sep. 26,
2015

Cash flows from operating activities:
Consolidated net income $ 359,765 $ 341,078
Adjustments to reconcile consolidated net income to net cash provided by operations:
Depreciation and amortization 121,516 117,854
Amortization of stock-based compensation 29,783 33,783
Equity in earnings of affiliated companies (5,394) (4,890)
Deferred income taxes 30,191 26,881
Gain on sale of investment - (2,008)
Excess tax benefits from stock-based compensation arrangements (4,953) (5,863)
Other 4,464 8,057
Change in assets and liabilities, net of effects of acquired businesses:
Accounts receivable 335,455 1,056,282
Inventories (117,674) (44,890)
Accounts payable (513,365) (1,318,702)
Accrued expenses (102,915) (72,728)
Other assets and liabilities   (1,121)   (23,910)
Net cash provided by operating activities   135,752   110,944
 
Cash flows from investing activities:
Cash consideration paid for acquired businesses (68,946) (512,910)
Acquisition of property, plant, and equipment (126,341) (113,056)
Other   (12,000)   2,008
Net cash used for investing activities   (207,287)   (623,958)
Cash flows from financing activities:
Change in short-term and other borrowings 31,941 (4,069)
Proceeds from long-term bank borrowings, net 320,000 238,700
Net proceeds from note offering - 688,162
Redemption of notes - (254,313)
Proceeds from exercise of stock options 16,686 14,722
Excess tax benefits from stock-based compensation arrangements 4,953 5,863
Repurchases of common stock (167,178) (206,601)
Other   (3,000)   (5,831)
Net cash provided by financing activities   203,402   476,633
Effect of exchange rate changes on cash   (20,542)   (27,230)
Net increase (decrease) in cash and cash equivalents 111,325 (63,611)
Cash and cash equivalents at beginning of period   273,090   400,355
Cash and cash equivalents at end of period $ 384,415 $ 336,744

 
ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
 
  Quarter Ended  

Oct. 1,
2016

 

Sep. 26,
2015

% Change
 
Consolidated sales, as reported $ 5,936,092 $ 5,698,304 4.2%
Impact of changes in foreign currencies - (32,830)
Impact of acquisitions   1,387   73,098
Consolidated sales, as adjusted $ 5,937,479 $ 5,738,572 3.5%
 
Global components sales, as reported $ 3,904,447 $ 3,692,051 5.8%
Impact of changes in foreign currencies - (8,287)
Impact of acquisitions   1,387   10,532
Global components sales, as adjusted $ 3,905,834 $ 3,694,296 5.7%
 
Europe components sales, as reported $ 1,008,135 $ 992,623 1.6%
Impact of changes in foreign currencies - (10,411)
Impact of acquisitions   -   5,825
Europe components sales, as adjusted $ 1,008,135 $ 988,037 2.0%
 
Asia components sales, as reported $ 1,436,316 $ 1,241,190 15.7%
Impact of changes in foreign currencies - 1,691
Impact of acquisitions   -   -
Asia components sales, as adjusted $ 1,436,316 $ 1,242,881 15.6%
 
Global ECS sales, as reported $ 2,031,645 $ 2,006,253 1.3%
Impact of changes in foreign currencies - (24,543)
Impact of acquisitions   -   62,567
Global ECS sales, as adjusted $ 2,031,645 $ 2,044,277 (0.6%)
 
Europe ECS sales, as reported $ 539,932 $ 599,128 (9.9%)
Impact of changes in foreign currencies - (26,725)
Impact of acquisitions   -   -
Europe ECS sales, as adjusted $ 539,932 $ 572,403 (5.7%)
 
Americas ECS sales, as reported $ 1,491,713 $ 1,407,125 6.0%
Impact of changes in foreign currencies - 2,182
Impact of acquisitions   -   62,567
Americas ECS sales, as adjusted $ 1,491,713 $ 1,471,874 1.3%

ARROW ELECTRONICS, INC.
NON-GAAP SALES RECONCILIATION
(In thousands)
(Unaudited)
 

 

Nine Months Ended  

Oct. 1,
2016

 

Sep. 26,
2015

% Change
 
Consolidated sales, as reported $ 17,382,370 $ 16,530,678 5.2%
Impact of changes in foreign currencies - (111,315)
Impact of acquisitions   48,148   614,020
Consolidated sales, as adjusted $ 17,430,518 $ 17,033,383 2.3%
 
Global components sales, as reported $ 11,413,348 $ 10,736,989 6.3%
Impact of changes in foreign currencies - (52,310)
Impact of acquisitions   9,711   333,703
Global components sales, as adjusted $ 11,423,059 $ 11,018,382 3.7%
 
Europe components sales, as reported $ 3,123,258 $ 2,902,619 7.6%
Impact of changes in foreign currencies - (23,407)
Impact of acquisitions   -   104,491
Europe components sales, as adjusted $ 3,123,258 $ 2,983,703 4.7%
 
Asia components sales, as reported $ 3,912,613 $ 3,504,969 11.6%
Impact of changes in foreign currencies - (24,297)
Impact of acquisitions   -   211,745
Asia components sales, as adjusted $ 3,912,613 $ 3,692,417 6.0%
 
Global ECS sales, as reported $ 5,969,022 $ 5,793,689 3.0%
Impact of changes in foreign currencies - (59,006)
Impact of acquisitions   38,437   280,317
Global ECS sales, as adjusted $ 6,007,459 $ 6,015,000 (0.1%)
 
Europe ECS sales, as reported $ 1,867,715 $ 1,859,069 0.5%
Impact of changes in foreign currencies - (41,268)
Impact of acquisitions   -   -
Europe ECS sales, as adjusted $ 1,867,715 $ 1,817,801 2.7%
 
Americas ECS sales, as reported $ 4,101,307 $ 3,934,620 4.2%
Impact of changes in foreign currencies - (17,737)
Impact of acquisitions   38,437   280,317
Americas ECS sales, as adjusted $ 4,139,744 $ 4,197,200 (1.4%)

 
ARROW ELECTRONICS, INC.
NON-GAAP EARNINGS RECONCILIATION
(In thousands except per share data)
(Unaudited)
 
Three months ended October 1, 2016
 
 

Reported
GAAP
measure

 

Intangible
amortization
expense

 

Restructuring
& Integration
charges

  Other*  

Non-GAAP
measure

Operating income $ 198,684 $ 13,893 $ 24,267 $ - $ 236,844
Income before income taxes 162,766 13,893 24,267 - 200,926
Provision for income taxes 44,931 4,959 7,439 - 57,329
Consolidated net income 117,835 8,934 16,828 - 143,597

Noncontrolling interests

108 347 - - 455
Net income attributable to shareholders $ 117,727 $ 8,587 $ 16,828 $ - $ 143,142
Net income per diluted share 1.28 .09 .18 - 1.56
Effective tax rate 27.6% 28.5%
                               
Three months ended September 26, 2015
 

Reported
GAAP
measure

Intangible
amortization
expense

Restructuring
& Integration
charges

Other*

Non-GAAP
measure

Operating income $ 185,794 14,269 17,756 - 217,819
Income before income taxes 152,059 14,269 17,756 - 184,084
Provision for income taxes 41,755 2,748 5,114 - 49,617
Consolidated net income 110,304 11,521 12,642 - 134,467

Noncontrolling interests

1,060 - - - 1,060
Net income attributable to shareholders $ 109,244 11,521 12,642 - 133,407
Net income per diluted share 1.15 .12 .13 - 1.40
Effective tax rate 27.5% 27.0%
                               
Nine months ended October 1, 2016
 

Reported
GAAP
measure

Intangible
amortization
expense

Restructuring
& Integration
charges

Other*

Non-GAAP
measure

Operating income $ 603,640 41,252 61,161 - 706,053
Income before income taxes 497,206 41,252 61,161 - 599,619
Provision for income taxes 137,441 12,357 19,242 - 169,040
Consolidated net income 359,765 28,895 41,919 - 430,579

Noncontrolling interests

1,533 940 - - 2,473
Net income attributable to shareholders $ 358,232 27,955 41,919 - 428,106
Net income per diluted share 3.87 .30 .45 - 4.63
Effective tax rate 27.6% 28.2%
                               
Nine months ended September 26, 2015
 

Reported
GAAP
measure

Intangible
amortization
expense

Restructuring
& Integration
charges

Other*

Non-GAAP
measure

Operating income $ 570,171 39,293 51,099 - 660,563
Income before income taxes 471,667 39,293 51,099 2,435 564,494
Provision for income taxes 130,589 7,574 12,993 1,373 152,529
Consolidated net income 341,078 31,719 38,106 1,062 411,965

Noncontrolling interests

1,844 - - - 1,844
Net income attributable to shareholders $ 339,234 31,719 38,106 1,062 410,121
Net income per diluted share 3.52 .33 .40 .01 4.26
Effective tax rate 27.7% 27.0%

*Other includes gain/loss on sale of investments and loss on prepayment of debt.


 
ARROW ELECTRONICS, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
 
  Quarter Ended   Nine Months Ended

Oct. 1,
2016

 

Sep. 26,
2015

Oct. 1,
2016

 

Sep. 26,
2015

Sales:
Global components $ 3,904,447 $ 3,692,051 $ 11,413,348 $ 10,736,989
Global ECS   2,031,645   2,006,253   5,969,022   5,793,689
Consolidated $ 5,936,092 $ 5,698,304 $ 17,382,370 $ 16,530,678
 
Operating income (loss):
Global components $ 175,507 $ 164,744 $ 524,662 $ 499,456
Global ECS 96,181 84,233 283,792 250,144
Corporate (a)   (73,004)   (63,183)   (204,814)   (179,429)
Consolidated $ 198,684 $ 185,794 $ 603,640 $ 570,171
(a)   Includes restructuring, integration, and other charges of $24.3 million and $61.2 million for the third quarter and nine months ended 2016 and $17.8 million and $51.1 million for the third quarter and nine months ended 2015, respectively.
 

NON-GAAP SEGMENT RECONCILIATION

 
  Quarter Ended   Nine Months Ended

Oct. 1,
2016

 

Sep. 26,
2015

Oct. 1,
2016

 

Sep. 26,
2015

Global components operating income, as reported $ 175,507 $ 164,744 $ 524,662 $ 499,456
Intangible assets amortization expense   7,679   7,540   24,124   20,468
Global components operating income, as adjusted $ 183,186 $ 172,284 $ 548,786 $ 519,924
 
Global ECS operating income, as reported $ 96,181 $ 84,233 $ 283,792 $ 250,144
Intangible assets amortization expense   6,214   6,729   17,128   18,825
Global ECS operating income, as adjusted $ 102,395 $ 90,962 $ 300,920 $ 268,969

CONTACT:
Arrow Electronics, Inc.
Steven O’Brien, 303-824-4544
Director, Investor Relations
or
Media Contact:
John Hourigan, 303-824-4586
Vice President, Global Communications