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 September 30, 2001
------------------
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: 99,690,734 shares outstanding at November 7,
2001.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
--------------------
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------- ----------------------
2001 2000 2001 2000
---- ---- ---- ----
Sales $7,968,349 $9,268,162 $2,182,561 $3,337,068
---------- ---------- ---------- ----------
Costs and expenses:
Cost of products sold 6,790,718 7,823,157 1,951,158 2,805,362
Selling, general and
administrative expenses 899,038 844,643 274,487 296,038
Depreciation and
amortization 87,185 63,009 29,016 22,325
Restructuring costs and
other special charges 77,147 - 77,147 -
Integration charge 9,375 - - -
---------- ---------- ---------- ----------
7,863,463 8,730,809 2,331,808 3,123,725
---------- ---------- ---------- ----------
Operating income (loss) 104,886 537,353 (149,247) 213,343
Equity in losses of
affiliated companies (2,333) (2,635) (940) (725)
Loss on investments 53,000 - 53,000 -
Interest expense 169,721 107,207 49,028 41,088
---------- ---------- ---------- ----------
Earnings (loss) before
income taxes and minority
interest (120,168) 427,511 (252,215) 171,530
Provision for (benefit from)
income taxes (38,869) 175,249 (92,546) 68,612
---------- ---------- ---------- ----------
Earnings (loss) before
minority interest (81,299) 252,262 (159,669) 102,918
Minority interest (844) 3,290 (581) 975
---------- ---------- ---------- ----------
Net income (loss) $ (80,455) $ 248,972 $ (159,088) $ 101,943
========== ========== ========== ==========
Net income (loss) per share:
Basic ($.82) $2.58 ($1.61) $1.05
==== ===== ===== =====
Diluted ($.82) $2.53 ($1.61) $1.02
==== ===== ===== =====
Average number of shares
outstanding:
Basic 98,147 96,392 98,515 97,403
====== ====== ====== =======
Diluted 98,147 98,408 98,515 100,022
====== ====== ====== =======
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
September 30, December 31,
2001 2000
------------- -------------
(Unaudited)
ASSETS
- ------
Current assets:
Cash and short-term investments $ 320,050 $ 55,546
Accounts receivable, including retained
interest in securitized receivables, net 1,634,770 2,635,595
Inventories 1,812,478 2,972,661
Prepaid expenses and other assets 111,910 100,408
---------- ----------
Total current assets 3,879,208 5,764,210
Property, plant and equipment at cost:
Land 43,122 40,892
Buildings and improvements 174,388 167,194
Machinery and equipment 347,488 319,305
---------- ----------
564,998 527,391
Less accumulated depreciation and
amortization (251,941) (210,932)
---------- ----------
313,057 316,459
Investments in affiliated companies 31,896 35,885
Cost in excess of net assets of
companies acquired, net of amortization
($179,582 in 2001 and $145,014 in 2000) 1,252,180 1,237,099
Other assets 332,376 250,888
---------- ----------
$5,808,717 $7,604,541
========== ==========
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
September 30, December 31,
2001 2000
------------- ------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 778,796 $1,567,631
Accrued expenses 401,975 473,984
Short-term borrowings, including current
maturities of long-term debt 226,067 529,261
---------- ----------
Total current liabilities 1,406,838 2,570,876
Long-term debt 2,474,574 3,027,671
Other liabilities 84,728 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 524,828 529,376
Retained earnings 1,516,455 1,596,910
Foreign currency translation adjustment (178,551) (160,914)
---------- ----------
1,966,566 2,069,189
Less: Treasury stock (4,187,472 shares in 2001
and 5,405,918 shares in 2000), at cost (111,986) (144,569)
Unamortized employee stock awards (12,003) (10,872)
---------- ----------
1,842,577 1,913,748
---------- ----------
$5,808,717 $7,604,541
========== ==========
See accompanying notes.
ARROW ELECTRONICS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30,
------------------------
2001 2000
---- ----
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ (80,455) $ 248,972
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operations:
Minority interest in earnings (844) 3,222
Depreciation and amortization 97,493 69,187
Accretion of discount on convertible
debentures 16,741 -
Equity in losses of affiliated companies 2,333 2,635
Restructuring costs and other special
charges, net of taxes 145,079 -
Integration charge, net of taxes 5,719 -
Deferred income taxes (44,310) (3,945)
Change in assets and liabilities, net of
effects of acquired businesses:
Accounts receivable 953,749 (627,032)
Inventories 1,032,160 (471,108)
Prepaid expenses and other assets 1,065 (12,509)
Accounts payable (781,327) 318,135
Accrued expenses (124,709) 126,852
Other (17,944) (27,359)
---------- ---------
Net cash provided by (used for) operating
activities 1,204,750 (372,950)
---------- ---------
Cash flows from investing activities:
Acquisition of property, plant and equipment, net (54,900) (51,004)
Cash consideration paid for acquired businesses (27,268) (92,704)
Investments (15,509) (33,906)
---------- ---------
Net cash used for investing activities (97,677) (177,614)
---------- ---------
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 (628,237) 539,655
Change in credit facilities 36,856 (125,490)
Change in long-term debt (943,664) 106,344
Proceeds from convertible debentures 668,457 -
Proceeds from exercise of stock options 19,626 34,407
Purchases of common stock - (321)
---------- ---------
Net cash provided by (used for) financing
activities (848,090) 554,595
---------- ---------
Effect of exchange rate changes on cash 5,521 (5,351)
---------- ---------
Net increase (decrease) in cash and short-term
investments 264,504 (1,320)
Cash and short-term investments at beginning
of period 55,546 44,885
---------- ---------
Cash and short-term investments at end of period $ 320,050 $ 43,565
========== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $ 93,843 $ 77,464
Interest 140,623 104,579
See accompanying notes.
ARROW ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 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, eliminates the amortization of goodwill and changes the
methodology for determining impairment of goodwill. If the company had adopted
the provisions of Statement No. 142 relating to the elimination of goodwill
amortization during the current quarter, the net loss would have been reduced
by $.10 per share. The company has not yet completed its analysis of the
goodwill impairment 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):
September 30, December 31,
2001 2000
------------ -----------
Accounts receivable $ 932,294 $2,743,737
Retained interest in securitized
accounts receivable 799,626 -
Allowance for doubtful accounts (97,150) (108,142)
---------- ----------
$1,634,770 $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 September 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 $799,626,000.
Note D -- Special Charges
- -------------------------
During the current quarter, the company recorded restructuring costs and
other special charges of $227,622,000 ($145,079,000 after taxes). The special
charges include costs associated with headcount reductions of over 1,200
people, the consolidation or closing of fifteen facilities, valuation
adjustments to inventory and Internet investments, and the termination of
certain customer engagements. Of the total charges recorded, approximately
$35,000,000 is expected to be spent in cash, of which $8,514,000 has been
spent to date.
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 personnel, $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, $6,863,000 has been spent to date.
Approximately $1,125,000 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 Nine For the Three
Months Ended Months Ended
September 30, September 30,
-------------------- ---------------------
2001(a) 2000 2001(b) 2000
------- ---- ------- ----
Net income (loss) $(80,455) $248,972 $(159,088) $101,943
======== ======== ========= ========
Weighted average common
shares outstanding
for basic earnings
per share 98,147 96,392 98,515 97,403
Net effect of dilutive
stock options and
restricted stock awards - 2,016 - 2,619
------ ------ ------ -------
Weighted average common
shares outstanding for
diluted earnings per share 98,147 98,408 98,515 100,022
====== ====== ====== =======
Basic earnings (loss) per share ($.82) $2.58 ($1.61) $1.05
==== ===== ===== =====
Diluted earnings (loss) per share ($.82) $2.53 ($1.61) $1.02
==== ===== ===== =====
(a) Excluding the restructuring costs and other special charges and the
integration charge, net income and net income per share on a basic and
diluted basis would have been $70,343,000, $.72, and $.70, respectively,
for the nine months ended September 30, 2001.
(b) Excluding the restructuring costs and other special charges, the net loss
and net loss per share on a basic and diluted basis would have been
$14,009,000 and $.14, respectively, for the three months ended
September 30, 2001.
Note F -- Comprehensive Income
- ------------------------------
Comprehensive income (loss) is defined as the aggregate change in
shareholders' equity excluding changes in ownership interests. The
components of comprehensive income (loss) are as follows (in thousands):
For the Nine For the Three
Months Ended Months Ended
September 30, September 30,
------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----
Net income (loss) $(80,455) $248,972 $(159,088) $101,943
Foreign currency
translation adjustments (a) (17,637) (100,417) 27,384 (72,583)
-------- -------- --------- --------
Comprehensive income (loss) (b) $(98,092) $148,555 $(131,704) $ 29,360
======== ======== ========= ========
(a) The foreign currency translation adjustments have not been tax effected
as investments in foreign affiliates are deemed to be permanent.
(b) Excluding the restructuring costs and other special charges and the
integration charge, comprehensive income would have been $52,706,000 and
$13,375,000, respectively, for the nine months and three months ended
September 30, 2001.
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. Computer products includes North American Computer
Products together with UK Microtronica, ATD (in Iberia), and Arrow
Computer Products (in France).
Revenue and operating income, by segment, are as follows (in thousands):
For the Nine For the Three
Months Ended Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
---- ---- ---- ----
Revenue:
Electronic Components $5,842,402 $7,180,561 $1,539,872 $2,708,093
Computer Products 2,125,947 2,087,601 642,689 628,975
---------- ---------- ---------- ----------
Consolidated $7,968,349 $9,268,162 $2,182,561 $3,337,068
========== ========== ========== ==========
Operating income (loss):
Electronic Components $ 352,465 $ 625,891 $ 46,023 $ 255,055
Computer Products 29,932 27,491 10,934 7,829
Corporate (277,511) (116,029) (206,204) (49,541)
---------- ---------- ---------- ----------
Consolidated (a) $ 104,886 $ 537,353 $ (149,247) $ 213,343
========== ========== ========== ==========
(a) Excluding the restructuring costs and other special charges of
$227,622,000 ($174,622,000 in operating income) and the integration
charge of $9,375,000, operating income would have been $288,883,000 and
$25,375,000, respectively, for the nine months and three months ended
September 30, 2001.
Total assets, by segment, are as follows (in thousands):
September 30, December 31,
2001 2000
------------ -----------
Total assets:
Electronic Components $4,416,249 $6,005,100
Computer Products 1,025,545 1,343,584
Corporate 366,923 255,857
---------- ----------
Consolidated $5,808,717 $7,604,541
========== ==========
Revenues, by geographic area, are as follows (in thousands):
For the Nine For the Three
Months Ended Months Ended
September 30, September 30,
----------------------- -----------------------
2001 2000 2001 2000
---- ---- ---- ----
Americas $4,937,907 $5,665,263 $1,356,963 $2,026,455
Europe 2,351,423 2,588,802 633,613 918,003
Asia/Pacific 679,019 1,014,097 191,985 392,610
---------- ---------- ---------- ----------
Consolidated $7,968,349 $9,268,162 $2,182,561 $3,337,068
========== ========== ========== ==========
Total assets, by geographic area, are as follows (in thousands):
September 30, December 31,
2001 2000
------------ -----------
Americas $3,462,302 $4,840,169
Europe 1,941,296 2,104,837
Asia/Pacific 405,119 659,535
---------- ----------
Consolidated $5,808,717 $7,604,541
========== ==========
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
---------------------
Sales
- -----
Consolidated sales for the first nine months and third quarter of 2001
decreased 14 percent and 34.6 percent, respectively, when compared with the
year-earlier period. The decrease in sales was driven by 18.6 percent and 43.1
percent decreases in sales of core components for the nine months and third
quarter of 2001, respectively, principally as a result of lower demand due to
weakened economic conditions. During the first nine 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 third quarter contributed to the decrease in sales. Sales of
computer products increased by 1.8 percent and 2.2 percent for the first nine
months and third quarter of 2001, respectively, when compared to the
year-earlier periods. The increase was due to acquisitions and a strengthening
in certain sections of the mid-range businesses, offset, in part, by market
conditions for computer 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 $104.9 million and an operating
loss of $149.2 million in the first nine months and third quarter of
2001, respectively, compared with operating income of $537.4 million and
$213.3 million, in the year-earlier periods. Included in operating income for
the first nine months of 2001 are pre-tax restructuring costs and other special
charges of $174.6 million and an integration charge of $9.4 million associated
with the acquisition of Wyle Electronics. Excluding these special charges,
operating income for the first nine months and third quarter of 2001 would
have been $288.9 million and $25.4 million, respectively. The decrease in
operating income is due to the sudden and dramatic reduction in sales as
a result of market conditions and lower gross profit margins.
To mitigate the continuing impact of the economic downturn, the company has
taken a number of significant steps in the third quarter of 2001, including a
reduction 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.
Interest Expense
- ----------------
Interest expense of $169.7 million and $49 million in the first nine months
and third quarter of 2001, respectively, increased from $107.2 million and
$41.1 million, respectively, in the year-earlier periods. The increase is the
result of additional debt incurred to fund acquisitions during 2000, together
with capital expenditures offset, in part, by a significant reduction in
working capital.
Income Taxes
- ------------
The company recorded an income tax benefit at an effective rate of 32.3
percent and 36.7 percent for the first nine months and third quarter of 2001,
respectively, compared with a provision for taxes at an effective rate of 41
percent and 40 percent, respectively, in the comparable year-earlier periods.
Excluding the impact of the aforementioned special charges, the effective
rate would have been 40.5 percent and 40.7 percent, respectively, for the first
nine months and third quarter 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.
Net Income
- ----------
The company recorded a net loss of $80.5 million and $159.1 million in
the first nine months and third quarter of 2001, respectively, compared with net
income of $249 million and $101.9 million, respectively, in the year-earlier
periods. Excluding the aforementioned special charges, net income for the
first nine months of 2001 would have been $70.3 million and net loss for
the third quarter of 2001 would have been $14 million. The decrease in net
income, excluding special charges, is due to decreased sales and higher
levels of interest.
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 67 percent at September 30, 2001 compared
with 75 percent at September 30, 2000.
The net amount of cash provided by the company's operating activities during
the first nine months of 2001 was $1,204.8 million, principally reflecting lower
working capital requirements as a result of lower sales. The net amount of
cash used for investing activities was $97.7 million, including $54.9 million
for various capital expenditures, $27.3 million for the remaining 10% interest
in Scientific and Business Minicomputers, Inc., and $15.5 million primarily
for the investment in Marubun Corporation. The net amount of cash used for
financing activities was $848.1 million, primarily reflecting the repayment of
short-term and long-term debt, offset, in part, by proceeds from the sale of
convertible debentures.
The net amount of cash used for the company's operating activities during the
first nine months of 2000 was $373 million, principally reflecting investments
in working capital, offset, in part, by earnings for the nine months. The net
amount of cash used for investing activities was $177.6 million, including $51
million for various capital expenditures, $92.7 million primarily for the
acquisitions of Rapac Electronics Ltd., Tekelec Europe, Jakob Hatteland AS,
and Dicopel S.A. de C.V., and $33.9 million for internet-related joint ventures.
The net amount of cash provided by financing activities was $554.6 million,
primarily reflecting borrowings under the company's commercial paper
program, credit facilities, and 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
nine months of 2001 as compared with December 31, 2000, 2001 sales and
operating income would have been $93 million and $6 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 historically has managed its exposure to interest rate risk through
the proportion of fixed rate and variable rate debt in its total debt portfolio.
At September 30, 2001, as a result of significant generation of operating
cash flow, the company paid down nearly all of its variable rate debt with
the net result being that approximately 90 percent of the company's debt was
subject to fixed rates and 10 percent of its debt was subject to variable rates.
Interest expense would fluctuate by approximately $6 million if average
interest rates had changed by one percentage point during the first nine
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.
---------------------------------------------------
None
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: November 12, 2001 By:/s/ Paul J. Reilly
-----------------------
Paul J. Reilly
Chief Financial Officer