ARW 10-K Annual Report Dec. 31, 2023 | Alphaminr
ARROW ELECTRONICS INC
ALPHAMINR

ARW 10-K Fiscal year ended Dec. 31, 2023

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Income Statement
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ARROW ELECTRONICS INC
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary.noneItem 16. Form 10-k Summary

Exhibits

3(a) Restated Certificate of Incorporation of Arrow Electronics,Inc. (incorporated by reference to Exhibit3(a)to the companys Annual Report on Form10-K for theyear ended December31, 2020, Commission File No.1-4482). 3(b) Amended and Restated Bylaws of Arrow Electronics,Inc., dated December14, 2022 (incorporated by reference to Exhibit3.1 to the companys Current Report on Form8-K dated December19, 2022, Commission File No.1-4482). 4(a) Description of Registrants Securities (incorporated by reference to Exhibit4(a)to the companys Annual Report on Form10-K for theyear ended December31, 2022, Commission File No.1-4482). 4(b)(ii) Supplemental Indenture, dated as of March2, 2015, between the company and The Bank of New York Mellon (as successor to the Bank of Montreal Trust Company), as trustee (incorporated by reference to Exhibit4(a)(x)to the companys Annual Report on Form10-K for theyear ended December31, 2015, Commission File No.1-4482). 4(c) Indenture, dated as of June1, 2017, between the company and US Bank National Association, as Trustee (incorporated by reference to Exhibit4.4 to the companys Post-effective amendment No.1 to the FormS-3 dated June1, 2017, Commission File No.1-4482). 4(c)(i) First Supplemental Indenture, dated as of June12, 2017, between the company and US Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to the companys Current Report on Form8-K dated June12, 2017, Commission File No.1-4482). 4(c)(ii) Second Supplemental Indenture, dated as of September8, 2017, between the company and US Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to the companys Current Report on Form8-K dated September8, 2017, Commission File No.1-4482). 4(c)(iii) Third Supplemental Indenture, dated as of December1, 2021, by and between the Company and US Bank National Association, as Trustee (incorporated by reference to Exhibit4.2 to the companys Current Report on Form8-K dated December1, 2021, Commission File No.1-4482). 4(c)(iv) Fourth Supplemental Indenture, dated as of March 1, 2023, by and between the Company and US Bank National Association, as Trustee, (incorporated by reference to Exhibit 4.2 to the company's Current Report on Form 8-K dated March 1, 2023, Commission File No. 1-4482). 4(c)(v) Fifth Supplemental Indenture, dated as of March 1, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4(b) to the company's Quarterly Report on the Form 10-Q for the quarter ended April 1, 2023, Commission File No. 1-4482). 10(a) Amendment No.34, dated as of September20, 2022, to the Transfer and Administration Agreement dated as of March21, 2001, reflecting original agreement and cumulative amendments (incorporated by reference to Exhibit10.2 to the companys Quarterly Report on the Form10-Q for the quarter ended October2, 2022 Commission File No.1-4482). 10(b)+ Management Insurance Program Agreement, dated as of September16, 2015 (incorporated by reference to Exhibit10(m)to the companys Annual Report on Form10-K for theyear ended December31, 2015, Commission File No.1-4482). 10(c)(i)+ Arrow Electronics,Inc. 2004 Omnibus Incentive Plan (as amended and restated through December8, 2020) (incorporated by reference to Exhibit10(d)(i)to the companys Annual Report on Form10-K for theyear ended December31, 2020, Commission File No.1-4482). 10(c)(ii)+ Formof Non-Qualified Stock Option Award Agreement for the Executive Committee under 10(d)(i)(as amended and restated through February19, 2020) (incorporated by reference to Exhibit10(d)(ii)to the companys Annual Report on Form10-K for theyear ended December31, 2020, Commission File No.1-4482). 10(c)(iii)+ Formof Performance Stock Unit Award Agreement for the Executive Committee under 10(d)(i)(as amended and restated through February17, 2021) (incorporated by reference to Exhibit10(b)to the companys Quarterly Report on Form10-Q for the quarter ended April3, 2021, Commission File No.1-4482). 10(c)(iv)+ Formof Restricted Stock Unit Award Agreement for the Executive Committee under 10(d)(i)(as amended and restated through February17, 2021) (incorporated by reference to Exhibit10(c)to the companys Quarterly Report on Form10-Q for the quarter ended April3, 2021, Commission File No.1-4482). 10(d) Non-Employee Directors Deferred Compensation Plan, as amended and restated effective July1, 2018 (incorporated by reference to Exhibit10(e)to the companys Annual Report on Form10-K for theyear ended December31, 2020, Commission File No.1-4482). 10(d)(i) Amendment to the Non-Employee Directors Deferred Compensation Plan, as amended on December31, 2019, to the Non-Employee Directors Deferred Compensation Plan in 10(e)(incorporated by reference to Exhibit10(e)(i)to the companys Annual Report on Form10-K for theyear ended December31, 2019, Commission File No.1-4482). 10(e)+ Arrow Electronics,Inc. Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009 (incorporated by reference to Exhibit10(i)to the companys Annual Report on Form10-K for theyear ended December31, 2009, Commission File No.1-4482). 10(e)(i)+ Amendment letter to Sean J. Kerins, dated May16, 2022, relating to the Arrow Electronics,Inc. Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009. (incorporated by reference to Exhibit10(a)to the companys Quarterly Report on Form10-Q for the quarter ended July2, 2022, Commission File No.1-4482). 10(f)+ Arrow Electronics,Inc. Executive Deferred Compensation Plan, as amended and restated effective July1, 2018 (incorporated by reference to Exhibit10(a)to the companys Quarterly Report on Form10-Q for the quarter ended June30, 2018, Commission File No.1-4482). 10(f)(i)+ Amendment to the Executive Deferred Compensation Plan, as amended on December31, 2019, to the Executive Deferred Compensation Plan in 10(g)(incorporated by reference to Exhibit10(g)(i)to the companys Annual Report on Form10-K for theyear ended December31, 2019, Commission File No.1-4482). 10(g)(i)+ Arrow Electronics,Inc. Executive Severance Policy (incorporated by reference to Exhibit10.1 to the companys Current Report on Form8-K dated February19, 2013, Commission File No.1-4482). 10(g)(ii)+ Arrow Electronics,Inc. Executive Severance Policy, adopted on September14, 2022, effective August10, 2022, prospectively (incorporated by reference to Exhibit10(e)to the companys Quarterly Report on Form10-Q for the quarter ended October1, 2022, Commission File No.1-4482). 10(g)(iii)+ Arrow Electronics,Inc. Executive Severance Policy, as adopted on September13, 2023, effective August7, 2023, prospectively (incorporated by reference to Exhibit10(c)to the companys Quarterly Report on Form10-Q for the quarter ended September 30, 2023, Commission File No.1-4482). 10(g)(iv)+ Formof the Arrow Electronics,Inc. Executive Severance Policy Participation Agreement (incorporated by reference to Exhibit10.2 to the companys Current Report on Form8-K dated February19, 2013, Commission File No.1-4482). 10(g)(v)+ Form of Separation and Release Agreement (incorporated by reference to Exhibit10(d)to the companys Quarterly Report on Form10-Q for the quarter ended September 30, 2023, Commission File No.1-4482). 10(g)(vi)+ Formof Executive Change in Control Retention Agreement (incorporated by reference to Exhibit10.3 to the companys Current Report on Form8-K dated February19, 2013, Commission File No.1-4482). 10(g)(vii)+ Formof Executive Change in Control Retention Agreement, adopted on September14, 2022, effective August10, 2022, prospectively (incorporated by reference to Exhibit10(d)to the Companys Quarterly Report on Form10-Q for the quarter ended October1, 2022, Commission File No.1-4482). 10(g)(viii)+ Formof Executive Change in Control Retention Agreement, adopted on September13, 2023, effective August7, 2023, prospectively (incorporated by reference to Exhibit10(b)to the Companys Quarterly Report on Form10-Q for the quarter ended September 30, 2023, Commission File No.1-4482). 10(g)(ix)* Richard J Marano Promotion Letter 10(g)(x)* Form of Offer of Employment Letter (External) for Executive Officers 10(g)(xi) Grantor Trust Agreement, as amended and restated on November11, 2003, by and between Arrow Electronics,Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit10(i)(xvii) to the companys Annual Report on Form10-K for theyear ended December31, 2003, Commission File No.1-4482). 10(g)(xii) First Amendment, dated September17, 2004, to the amended and restated Grantor Trust Agreement in 10(g)(vi)above by and between Arrow Electronics,Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit10(a)to the companys Quarterly Report on Form10-Q for the quarter ended September30, 2004, Commission File No.1-4482). 10(g)(xiii) Paying Agency Agreement, dated November11, 2003, by and between Arrow Electronics,Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit10(d)(iii)to the companys Annual Report on Form10-K for theyear ended December31, 2003, Commission File No.1-4482). 10(h)+ Offer of Employment from Arrow Electronics,Inc., to Rajesh K. Agrawal, dated August11, 2022 (incorporated by reference to Exhibit10(a)to the companys Quarterly Report on Form10-Q for the quarter ended October1, 2022, Commission File No.1-4482). 10(i) Fourth Amended and Restated Credit Agreement, dated as of September9, 2021, among Arrow Electronics,Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and Bank of America, N.A., The Bank of Nova Scotia, BNP Paribas, ING Bank N.V., Dublin Branch, MUFG Bank,Ltd., Mizuho Bank,Ltd., and Sumitomo Mitsui Banking Corporation as syndication agents (incorporated by reference to Exhibit10.1 to the companys Current Report on Form8-K dated September10, 2021, Commission File No.1-4482). 10(i)(i) First Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among Arrow Electronics, Inc., and certain of its subsidiaries as borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4(c) to the company's Quarterly Report on the Form 10-Q for the quarter ended April 1, 2023, Commission File No. 1-4482). 10(j)(ii) Amendment No.1, dated as of October11, 2011, to Dealer Agreement dated as of November9, 1999, between Arrow Electronics,Inc. and J.P. Morgan Securities LLC (f.k.a. Chase SecuritiesInc.), Merrill Lynch, Pierce, Fenner& Smith Incorporated (f.k.a. Bank of America Securities LLC), Goldman, Sachs& Co. and Morgan Stanley& Co. LLC (f.k.a. Morgan Stanley& Co. Incorporated) (incorporated by reference to Exhibit10(n)(ii)to the companys Annual Report on Form10-K for theyear ended December31, 2011, Commission File No.1-4482). 10(j)(iii) Amendment No.2, dated as of October20, 2014, to Dealer Agreement dated as of November9, 1999, between Goldman, Sachs& Co., J.P. Morgan Securities LLC (f.k.a. Chase SecuritiesInc.), Morgan Stanley& Co. LLC (f.k.a. Morgan Stanley& Co. Incorporated), Merrill Lynch, Pierce, Fenner& Smith Incorporated (f.k.a. Bank of America Securities LLC) and Arrow Electronics,Inc., as amended by Amendment No.1 (incorporated by reference to Exhibit10(a)to the companys Quarterly Report on Form10-Q for the quarter ended September27, 2014, Commission File No.1-4482). 10(j)(iv) Amendment No.3, dated as of January6, 2016, to Dealer Agreement dated as of November9, 1999, between Goldman, Sachs& Co., J.P. Morgan Securities LLC (f.k.a. Chase SecuritiesInc.), Morgan Stanley& Co. LLC (f.k.a. Morgan Stanley& Co. Incorporated), Merrill Lynch, Pierce, Fenner& Smith Incorporated (f.k.a. Bank of America Securities LLC) and Arrow Electronics,Inc., as amended by Amendment No.1 and Amendment No.2. (incorporated by reference to Exhibit10(b)to the companys Quarterly Report on Form10-Q for the quarter ended April2, 2016, Commission File No.1-4482). 10(k) Issuing and Paying Agency Agreement, dated as of October20, 2014, by and between Arrow Electronics,Inc. and BNP Paribas (incorporated by reference to Exhibit10(b)to the companys Quarterly Report on Form10-Q for the quarter ended September27, 2014, Commission File No.1-4482). 10(l)(i) English Receivables Sales Agreement dated as of January27, 2020, between Arrow Electronics (UK) Limited, as the seller, and Arrow EMEA Funding Corp B.V., as the buyer (incorporated by reference to Exhibit10.1 to the companys Current Report on Form8-K dated January30, 2020, Commission File No.1-4482). 10(l)(ii) Second Amendment to English Receivables Sales Agreement dated as of December12, 2022, between Arrow Electronics (UK) Limited, as the seller and servicer, Arrow EMEA Funding Corp B.V., as the buyer and Paribas as the administrative agent (incorporated by reference to Exhibit10(l)(ii)to the companys Annual Report on Form10-K for theyear ended December31, 2022, Commission File No.1-4482). 10(l)(iii) German Receivables Sale Agreement dated as of January27, 2020, between Arrow Central Europe GmbH, as the seller, and Arrow EMEA Funding Corp B.V., as the buyer (incorporated by reference to Exhibit10.2 to the companys Current Report on Form8-K dated January30, 2020, Commission File No.1-4482). 10(l)(iv) First Amendment to German Receivables Sale Agreement, dated as of December23, 2021, between Arrow Central Europe GmbH, as the seller and servicer, Arrow EMEA Funding Corp B.V., as the buyer and BNP Paribas, administrative agent .(incorporated by reference to Exhibit10(m)(iii)to the companys Annual Report on Form10-K for theyear ended December31, 2021, Commission File No.1-4482). 10(l)(v) Second Amendment to German Receivables Sale Agreement, dated as of December12, 2022, between Arrow Central Europe GmbH, as the seller and servicer, Arrow EMEA Funding Corp B.V., as the buyer and BNP Paribas, administrative agent (incorporated by reference to Exhibit10(l)(v)to the companys Annual Report on Form10-K for theyear ended December31, 2022, Commission File No.1-4482). 10(l)(vi) Omnibus Deeds of Amendment (dated December23, 2021 and September20, 2022), by and among Arrow EMEA Funding Corp B.V., as the SPV; BNP Paribas, as administrative agent, a purchaser agent and as a committed purchaser; Matchpoint Finance PLC, as a conduit purchaser; ING Belgium S.A./N.V., as a purchaser agent; Mont Blanc Capital Corp, as a committed purchaser and conduit purchaser; Arrow Electronics (UK) Limited, as agent servicer, an SPV servicer and an originator; Arrow Central Europe GMBH, as an agent servicer, an SPV servicer and an originator; Arrow ElectronicsInc.; Arrow Electronics FC B.V., as subordinated lender; U.S.Bank Trustees Limited, as security trustee; and Elavon Financial Services DAC, as paying agent, together with the Annexes thereto (incorporated by reference to Exhibit10.1 to the companys Current Report on Form8-K dated September22, 2022, Commission File No.1-4482). 10(l)(vii) Amendment No. 4 to Receivables Transfer Agreement, dated as of January 27, 2023, by and among Arrow EMEA Funding Corp B.V., as the SPV, BNP Paribas, as administrative agent and a purchaser agent, ING Belgium S.A./N.V., as a purchaser agent, U.S. Bank Trustees Limited, as the security trustee, Elavon Financial Services DAC, as paying agent, and Arrow Electronics, Inc. (incorporated by reference to Exhibit 4(d) to the company's Quarterly Report on the Form 10-Q for the quarter ended April 1, 2023, Commission File No. 1-4482). 10(l)(viii) Omnibus Deed of Amendment No. 3 dated July 21, 2023, by and among Arrow EMEA Funding Corp B.V., as the SPV; BNP Paribas, as administrative agent and a purchaser agent; ING Belgium S.A./N.V., as a purchaser agent; U.S. Bank Trustees Limited, as security trustee; Arrow Electronics (UK) Limited, as collection account trustee, and Elavon Financial Services DAC, as paying agent, and Arrow Electronics Inc. as the parent; together with the Annexes thereto(incorporated by reference to Exhibit10(a) to the companys Quarterly Report on Form10-Q for the quarter ended September 30, 2023, Commission File No.1-4482). 10(m)+ Formof Indemnification Agreement between Arrow Electronics,Inc., and each of its directors and officers (incorporated by reference to Exhibit10(m)to the companys Annual Report on Form10-K for theyear ended December31, 2022, Commission File No.1-4482). 10(n) Limited Recourse Receivable Discounting Framework Agreement, dated as of December 27, 2023, by and among the Hong Kong and Shanghai Banking Corporation Limited, Arrow Electronics China Limited and Arrow/Components Agent Limited (incorporated by reference to Exhibit 10.1 to the companys Current Report on Form 8-K dated January 2, 2024, Commission File No. 1-4482). 21* Subsidiary Listing. 23* Consent of Independent Registered Public Accounting Firm. 31(i)(A)* Certification of Chief Executive Officer pursuant to Rule13A-14(a)/15d-14(a)of the Securities and Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31(i)(B)* Certification of Chief Financial Officer pursuant to Rule13A-14(a)/15d-14(a)of the Securities and Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32(i)** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32(ii)** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 97* Dodd-Frank Clawback Policy