UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-4482
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ARROW ELECTRONICS, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
New York 11-1806155
- -------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
25 Hub Drive, Melville, New York 11747
- -------------------------------- -----------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (516) 391-1300
-----------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common stock, $1 par value: 99,010,930 shares outstanding at
August 3, 2001.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
--------------------
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share data)
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
----------------------- -----------------------
2001 2000 2001 2000
---- ---- ---- ----
Sales $5,785,788 $5,931,094 $2,510,041 $3,161,670
---------- ---------- ---------- ----------
Costs and expenses:
Cost of products sold 4,839,560 5,017,795 2,112,095 2,671,370
Selling, general and
administrative expenses 624,551 548,605 298,088 287,380
Depreciation and
amortization 58,169 40,684 29,585 21,090
Integration charge 9,375 - - -
---------- ---------- ---------- ----------
5,531,655 5,607,084 2,439,768 2,979,840
---------- ---------- ---------- ----------
Operating income 254,133 324,010 70,273 181,830
Equity in losses of
affiliated companies (1,393) (1,910) (997) (612)
Interest expense 120,693 66,119 54,786 35,540
---------- ---------- ---------- ----------
Earnings before income
taxes and minority interest 132,047 255,981 14,490 145,678
Provision for income taxes 53,677 106,637 7,830 60,310
---------- ---------- ---------- ----------
Earnings before minority
interest 78,370 149,344 6,660 85,368
Minority interest (263) 2,315 (294) 1,398
---------- ---------- ---------- ----------
Net income $ 78,633 $ 147,029 $ 6,954 $ 83,970
========== ========== ========== ==========
Net income per share:
Basic $.80 $1.53 $.07 $.87
==== ===== ==== ====
Diluted $.75 $1.50 $.07 $.84
==== ===== ==== ====
Average number of shares
outstanding:
Basic 97,957 95,888 98,006 96,398
======= ====== ====== ======
Diluted 113,017 97,741 99,580 99,419
======= ====== ====== ======
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
June 30, December 31,
2001 2000
----------- ------------
(Unaudited)
ASSETS
- ------
Current assets:
Cash and short-term investments $ 69,094 $ 55,546
Accounts receivable, including retained
interest in securitized receivables, net 1,879,489 2,635,595
Inventories 2,228,696 2,972,661
Prepaid expenses and other assets 64,931 100,408
---------- ----------
Total current assets 4,242,210 5,764,210
Property, plant and equipment at cost:
Land 42,865 40,892
Buildings and improvements 161,234 167,194
Machinery and equipment 337,128 319,305
---------- ----------
541,227 527,391
Less accumulated depreciation and
amortization (229,034) (210,932)
---------- ----------
312,193 316,459
Investments in affiliated companies 43,662 35,885
Cost in excess of net assets of
companies acquired, net of amortization
($162,920 in 2001 and $145,014 in 2000) 1,196,506 1,237,099
Other assets 346,916 250,888
---------- ----------
$6,141,487 $7,604,541
========== ==========
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
June 30, December 31,
2001 2000
----------- ------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 806,117 $1,567,631
Accrued expenses 377,388 473,984
Short-term borrowings, including current
maturities of long-term debt 333,796 529,261
---------- ----------
Total current liabilities 1,517,301 2,570,876
Long-term debt 2,591,167 3,027,671
Other liabilities 80,222 92,246
Shareholders' equity:
Common stock, par value $1:
Authorized - 160,000,000 shares
Issued - 103,833,979 shares in 2001
and 103,816,792 shares in 2000 103,834 103,817
Capital in excess of par value 529,076 529,376
Retained earnings 1,675,543 1,596,910
Foreign currency translation adjustment (205,935) (160,914)
---------- ----------
2,102,518 2,069,189
Less: Treasury stock (5,102,790 shares in
2001 and 5,405,918 shares in 2000),
at cost (136,464) (144,569)
Unamortized employee stock awards (13,257) (10,872)
---------- ----------
1,952,797 1,913,748
---------- ----------
$6,141,487 $7,604,541
========== ==========
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
-----------------------
2001 2000
---- ----
(Unaudited)
Cash flows from operating activities:
Net income $ 78,633 $ 147,029
Adjustments to reconcile net income to net
cash provided by (used for) operations:
Minority interest in earnings (263) 2,247
Depreciation and amortization 65,106 44,903
Accretion of discount on convertible
debentures 7,659 -
Equity in losses of affiliated companies 1,393 1,910
Deferred income taxes (43,640) (3,496)
Change in assets and liabilities:
Accounts receivable 681,130 (512,315)
Inventories 688,625 (375,801)
Prepaid expenses and other assets (4,902) (17,392)
Accounts payable (740,825) 405,655
Accrued expenses (59,474) 103,924
Other 101 (14,825)
-------- ---------
Net cash provided by (used for) operating
activities 673,543 (218,161)
-------- ---------
Cash flows from investing activities:
Acquisition of property, plant and equipment,
net (36,283) (39,229)
Investments (15,509) (20,760)
Cash consideration paid for acquired businesses - (87,327)
-------- ---------
Net cash used for investing activities (51,792) (147,316)
-------- ---------
Cash flows from financing activities:
Sale of accounts receivable under
securitization program 251,737 -
Repayments under securitization program (252,865) -
Change in short-term borrowings (496,154) 62,235
Change in credit facilities 112,928 96,198
Change in long-term debt (892,345) 190,478
Proceeds from convertible debentures 670,883 -
Proceeds from exercise of stock options 1,985 22,725
Purchases of common stock - (321)
-------- ---------
Net cash provided by (used for) financing
activities (603,831) 371,315
-------- ---------
Effect of exchange rate changes on cash (4,372) (3,795)
-------- ---------
Net increase in cash and short-term investments 13,548 2,043
Cash and short-term investments at beginning
of period 55,546 44,885
-------- ---------
Cash and short-term investments at end of period $ 69,094 $ 46,928
======== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $ 46,753 $ 39,509
Interest 112,999 63,939
See accompanying notes.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
Note A -- Basis of Presentation
- -------------------------------
The accompanying consolidated financial statements reflect all adjustments,
consisting only of normal recurring accruals, which are, in the opinion of
management, necessary for a fair presentation of the consolidated financial
position and results of operations at and for the periods presented. Such
financial statements do not include all the information or footnotes necessary
for a complete presentation and, accordingly, should be read in conjunction
with the company's audited consolidated financial statements for the year
ended December 31, 2000 and the notes thereto. The results of operations
for the interim periods are not necessarily indicative of results for the full
year.
Note B -- Impact of Recently Issued Accounting Standards
- --------------------------------------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 142, "Goodwill and Other Intangible Assets". The company is
required to adopt Statement No. 142 effective January 1, 2002. This statement,
among other things, changes the methodology for determining impairment
of goodwill. The company has not yet completed its analysis of the statement
and the impact, if any, on the reported amount of goodwill.
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued Statement
No. 138, which deferred the effective date of Statement No. 133. The Statement
requires the company to recognize all derivatives on the balance sheet at fair
value. Gains and losses resulting from changes in the value of the derivatives
are accounted for depending on the intended use of the derivative and whether
it qualifies for hedge accounting. Due to the company's limited use of
derivative financial instruments, adoption of Statement No. 133, effective
January 1, 2001, did not have a significant effect on the company's
consolidated results of operations or financial position.
Note C -- Accounts Receivable
- -----------------------------
Accounts receivable consists of the following (in thousands):
June 30, December 31,
2001 2000
---------- -----------
Accounts receivable $1,044,505 $2,743,737
Retained interest in securitized
accounts receivable 921,002 -
Allowance for doubtful accounts (86,018) (108,142)
---------- ----------
$1,879,489 $2,635,595
========== ==========
During the first quarter of 2001, the company entered into a $750,000,000
accounts receivable securitization program with a group of financial
institutions under which it could sell, with recourse, its interest in certain
trade accounts receivable. At June 30, 2001, the company had no outstanding
balance from the sale of these receivables and had a subordinated interest
in the remaining outstanding receivables of $921,002,000.
Note D -- Special Integration Charge
- ------------------------------------
During the first quarter of 2001, the company recorded a special charge
of $9,375,000 ($5,719,000 after taxes) related to the acquisition and
integration of Wyle Electronics and Wyle Systems (collectively, "Wyle").
Of the total amount recorded, $1,433,000 represented costs associated
with the closing of various office facilities and distribution and value-added
centers, $4,052,000 represented costs associated with severance and other
personnel costs, $2,703,000 represented costs associated with outside
services related to the conversion of systems and certain other costs of the
integration of Wyle into the company, and $1,187,000 represented
the write-down of property, plant and equipment to estimated fair value.
Of the expected $8,188,000 to be spent in cash in connection with the
acquisition and integration of Wyle, $6,594,000 has been spent to date.
Approximately $1,225,000 of the remaining amount relates to vacated
facilities leased with various expiration dates through 2003.
Note E -- Earnings Per Share
- ----------------------------
The following table sets forth the calculation of basic and diluted earnings
per share (in thousands except per share data):
For the Six For the Three
Months Ended Months Ended
June 30, June 30,
------------------- ------------------
2001(a) 2000 2001 2000
---- ---- ---- ----
Net income used for basic
earnings per share $78,633 $147,029 $6,954 $83,970
Interest on convertible
debentures, net of tax 5,761 - - -
------- -------- ------ -------
Net income used for
diluted earnings per
share $84,394 $147,029 $6,954 $83,970
======= ======== ====== =======
Weighted average common
shares outstanding
for basic earnings
per share 97,957 95,888 98,006 96,398
Net effect of dilutive
stock options and
restricted stock awards 2,119 1,853 1,574 3,021
Net effect of convertible
debentures 12,941 - - -
-------- -------- ------ -------
Weighted average common
shares outstanding
for diluted earnings
per share 113,017 97,741 99,580 99,419
======== ====== ====== ======
Basic earnings per share $.80 $1.53 $.07 $.87
==== ===== ==== ====
Diluted earnings per share $.75 $1.50 $.07 $.84
==== ===== ==== ====
(a) Excluding the integration charge, net income and net income per share on a
basic and diluted basis were $84,352,000, $.86, and $.80, respectively, for
the six months ended June 30, 2001.
Note F -- Comprehensive Income
- ------------------------------
Comprehensive income is defined as the aggregate change in shareholders' equity
excluding changes in ownership interests. The components of comprehensive
income are as follows (in thousands):
For the Six For the Three
Months Ended Months Ended
June 30, June 30,
-------------------- -------------------
2001 2000 2001 2000
---- ---- ---- ----
Net income $ 78,633 $147,029 $ 6,954 $ 83,970
Foreign currency
translation adjustments (a) (45,021) (44,591) 10,907 (16,757)
-------- -------- ------- --------
Comprehensive income $ 33,612 $102,438 $17,861 $ 67,213
======== ======== ======= ========
(a) The foreign currency translation adjustments have not been tax effected as
investments in foreign affiliates are deemed to be permanent.
Note G -- Segment and Geographic Information
- --------------------------------------------
The company is engaged in the distribution of electronic components to
original equipment manufacturers and computer products to
value-added resellers (VARs). As a result of the company's philosophy
of maximizing operating efficiencies through the centralization of certain
functions, selected fixed assets and related depreciation, as well as
borrowings and goodwill amortization are not directly attributable to the
individual operating segments. During the current quarter, the company
redefined its reportable segments to present two distinct worldwide
businesses that have different economic cycles, structures, and competitors.
Computer products includes North American Computer Products together
with UK Microtronica, ATD (in Iberia), and Arrow Computer Products (in France).
The prior year has been restated for comparative purposes.
Revenue and operating income, by segment, are as follows (in thousands):
For the Six For the Three
Months Ended Months Ended
June 30, June 30,
----------------------- ------------------------
2001 2000 2001 2000
---- ---- ---- ----
Revenue:
Electronic Components $4,348,631 $4,533,215 $1,814,757 $2,439,254
Computer Products 1,437,157 1,397,879 695,284 722,416
---------- ---------- ---------- ----------
Consolidated $5,785,788 $5,931,094 $2,510,041 $3,161,670
========== ========== ========== ==========
Operating income:
Electronic Components $ 306,635 $ 370,942 $ 91,398 $ 213,495
Computer Products 18,805 19,556 11,072 10,338
Corporate (71,307) (66,488) (32,197) (42,003)
---------- ---------- ---------- ----------
Consolidated (a) $ 254,133 $ 324,010 $ 70,273 $ 181,830
========== ========== ========== ==========
(a) Excluding the integration charge of $9,375,000, operating income was
$263,508,000 for the six months ended June 30, 2001.
Total assets, by segment, are as follows (in thousands):
June 30, December 31,
2001 2000
---------- -----------
Total assets:
Electronic Components $4,817,885 $6,005,100
Computer Products 1,073,730 1,343,584
Corporate 249,872 255,857
---------- ----------
Consolidated $6,141,487 $7,604,541
========== ==========
Revenues, by geographic area, are as follows (in thousands):
For the Six For the Three
Months Ended Months Ended
June 30, June 30,
----------------------- -----------------------
2001 2000 2001 2000
---- ---- ---- ----
Americas $3,580,944 $3,638,808 $1,539,737 $1,921,599
Europe 1,717,810 1,670,799 737,986 867,541
Asia/Pacific 487,034 621,487 232,318 372,530
---------- ---------- ---------- ----------
Consolidated $5,785,788 $5,931,094 $2,510,041 $3,161,670
========== ========== ========== ==========
Total assets, by geographic area, are as follows (in thousands):
June 30, December 31,
2001 2000
---------- -----------
Americas $3,695,639 $4,840,169
Europe 1,937,304 2,104,837
Asia/Pacific 508,544 659,535
---------- ----------
Consolidated $6,141,487 $7,604,541
========== ==========
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
---------------------
Sales
- -----
Consolidated sales for the first six months and second quarter of 2001
decreased 2.4 percent and 20.6 percent, respectively, when compared with
the year-earlier period. The decrease in sales was driven by a 4.1 percent
and 25.6 percent decrease in sales of core components for the six months
and second quarter of 2001, respectively, principally as a result of weakened
economic conditions. During the first six months of 2001, the North American
components operation experienced a slowdown in business activity with its
large telecom and networking customers and the large contract manufacturers
that serve them. In addition, weakening market conditions in Europe during
the second quarter contributed to the decrease in sales. Sales of computer
products increased by 2.8 percent and decreased by 3.8 percent for the first
six months and second quarter of 2001, respectively, when compared to the
year-earlier periods. The increase for the first six months was due to
acquisitions, offset, in part, by market conditions for mid-range products and
lower sales of low margin microprocessors (a product segment not considered
a part of the company's core business).
Operating Income
- ----------------
The company recorded operating income of $254.1 million and $70.3
million in the first six months and second quarter of 2001, respectively,
compared with $324 million and $181.8 million, in the year-earlier periods.
Included in the results for the first six months of 2001 is a pre-tax
integration charge of $9.4 million associated with the integration of Wyle.
Excluding this integration charge, operating income for the first six months
of 2001 was $263.5 million. The decrease in operating income is due to
lower sales offset by improving gross profit margins in the North American
components business and in the worldwide computer products business.
The improvement in gross profit margins in the second quarter of 2001 is a
result of a change in components customer mix, reflecting lower sales to
large, low margin customers.
Interest Expense
- ----------------
Interest expense of $120.7 million and $54.8 million in the first six months
and second quarter of 2001, respectively, increased from $66.1 million and
$35.5 million, respectively, in the year-earlier periods. The increase is the
result of additional debt incurred to fund acquisitions during 2000, as well
as internet-related joint ventures and capital expenditures offset, in part,
by a reduction in working capital.
Income Taxes
- ------------
The company recorded a provision for taxes at an effective rate of 40.6
percent and 54 percent for the first six months and second quarter of 2001,
respectively, compared with 41.7 percent and 41.4 percent, respectively,
in the comparable year-earlier periods. Excluding the impact of the
aforementioned integration charge, the effective rate was 40.5 percent for
the first six months of 2001. The company's effective tax rate is
principally impacted by, among other factors, the statutory tax rates in the
countries in which it operates, the related level of earnings generated by
these operations, and the nondeductibility of goodwill amortization. The
company anticipates that the decrease in pre-tax earnings expected for the
year will lead to a higher effective tax rate and the second quarter provision
aligns the rate on a year-to-date basis.
Net Income
- ----------
The company recorded net income of $78.6 million and $7 million in the first
six months and second quarter of 2001, respectively, compared with $147
million and $84 million, respectively, in the year-earlier periods. Excluding
the aforementioned integration charge, net income for the first six months
of 2001 was $84.4 million. The decrease in net income is due to decreased
sales and higher levels of interest offset, in part, by improving gross profit
margins.
Liquidity and Capital Resources
- -------------------------------
The company maintains a high level of current assets, primarily
accounts receivable and inventories. Consolidated current assets as a
percentage of total assets were approximately 69 percent at June 30, 2001
compared with 74 percent at June 30, 2000.
The net amount of cash provided by the company's operating activities
during the first six months of 2001 was $673.5 million, principally
reflecting changes in working capital. The net amount of cash used for
investing activities was $51.8 million, including $36.3 million for various
capital expenditures and $15.5 million for various joint ventures. The net
amount of cash used for financing activities was $603.8 million, primarily
reflecting the repayment of short-term and long-term debt, offset, in part,
by proceeds from the sale of convertible debentures.
To mitigate the continuing impact of the economic downturn, the company
is taking a number of significant steps in the third quarter of 2001,
including a further reduction of more than 1,000 people in its worldwide
workforce, cutbacks in discretionary spending, deferral of non-strategic
projects, consolidation of facilities, and other major cost containment and
cost reduction actions. In the aggregate, these actions are expected to
reduce the company's expense levels by over $100 million on an annualized
basis, with the first portion of this reduction becoming clearly evident in the
third quarter. The company expects to take an as yet unquantified special
charge in the third quarter of 2001 for the one-time costs of these
restructurings and expense reductions. In addition, the company is in the
process of reviewing its Internet investments, which may result in an
adjustment to their book value.
The net amount of cash used for the company's operating activities
during the first six months of 2000 was $218.2 million, principally reflecting
investments in working capital, offset, in part, by earnings for the six
months. The net amount of cash used for investing activities was $147.3
million, including $39.2 million for various capital expenditures, $87.3
million for the acquisitions of Rapac Electronics Ltd., Tekelec Europe,
and Jakob Hatteland AS, and $20.8 million for internet-related joint ventures.
The net amount of cash provided by financing activities was $371.3 million,
principally reflecting borrowings under the company's commercial paper
program and credit facilities, as well as various short-term bank borrowings.
Information Relating to Forward-Looking Statements
- --------------------------------------------------
This report includes forward-looking statements that are subject to certain
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, changes in product supply, pricing, and
customer demand, competition, other vagaries in the electronic components
and commercial computer products markets, and changes in relationships
with key suppliers. 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
----------------------------------------------------------
The company is exposed to market risk from changes in foreign currency
exchange rates and interest rates.
The company, as a large international organization, faces exposure to
adverse movements in foreign currency exchange rates. These exposures
may change over time as business practices evolve and could have a material
impact on the company's financial results in the future. The company's primary
exposure relates to transactions in which the currency collected from
customers is different from the currency utilized to purchase the product sold
in Europe, the Asia/Pacific region, and Latin and South America. At the present
time, the company hedges only those currency exposures for which natural
hedges do not exist. Anticipated foreign currency cash flows and earnings
and investments in businesses in Europe, the Asia/Pacific region, and Latin
and South America are not hedged as in many instances there are natural
offsetting positions. The translation of the financial statements of the
non-North American operations is impacted by fluctuations in foreign
currency exchange rates. Had the various average foreign currency
exchange rates remained the same during the first six months of 2001
as compared with December 31, 2000, 2001 sales and operating income
would have been $65 million and $5 million higher, respectively, than the
reported results.
The company's interest expense, in part, is sensitive to the general
level of interest rates in the Americas, Europe, and the Asia/Pacific region.
The company manages its exposure to interest rate risk through the
proportion of fixed rate and variable rate debt in its total debt portfolio.
At June 30, 2001, approximately 83 percent of the company's debt was
subject to fixed rates and 17 percent of its debt was subject to variable
rates. Interest expense would fluctuate by approximately $5 million if
average interest rates had changed by one percentage point during the
first six months of 2001. This amount was determined by considering
the impact of a hypothetical interest rate on the company's borrowing cost.
This analysis does not consider the effect of the level of overall economic
activity that could exist in such an environment. Further, in the event of a
change of such magnitude, management could likely take actions to further
mitigate any potential negative exposure to the change. However, due to
the uncertainty of the specific actions that would be taken and their possible
effects, the sensitivity analysis assumes no changes in the company's
financial structure.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) The company's Annual Meeting of Shareholders was held on May 11, 2001
(the "Annual Meeting").
(b) The matters voted upon at the Annual Meeting and the results of the
voting were as follows:
(i) The following individuals were elected by the shareholders to serve
as Directors:
Board Member In Favor Withheld
------------ -------- --------
Daniel W. Duval 89,682,650 674,299
Carlo Giersch 88,541,094 1,815,855
John N. Hanson 89,689,835 667,114
Stephen P. Kaufman 89,686,434 670,515
Roger King 89,689,036 667,913
Robert E. Klatell 89,686,936 670,013
Karen Gordon Mills 89,684,729 672,220
Barry W. Perry 89,690,924 666,025
Richard S. Rosenbloom 89,635,074 721,875
Francis M. Scricco 89,685,378 671,571
John C. Waddell 89,682,890 674,059
(ii) The appointment of Ernst & Young LLP as auditors of the company was
voted upon as follows: 89,684,282 shares in favor; 584,914 shares
against; and 87,753 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
None
(b) Reports on Form 8-K
None
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 thereunto duly authorized.
ARROW ELECTRONICS, INC.
Date: August 13, 2001 By:/s/ Robert E. Klatell
----------------------------
Robert E. Klatell
Executive Vice President and
Chief Financial Officer
Date: August 13, 2001 By:/s/ Paul J. Reilly
----------------------------
Paul J. Reilly
Vice President-Finance