← Back to ARW filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Arrow Electronics, Inc. · 10-Q · Q2 FY2026 · Period ended Jul 4, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
Information Relating to Forward-Looking Statements
This report includes “forward-looking statements,” as the term is defined under the federal securities laws. Forward-looking statements are those statements which are not statements of historical or current fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “would,” “could,” “believes,” “seeks,” “projected,” “potential,” “estimates,” and similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions or changes, including those that may occur in connection with recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; impacts of military conflict and sanctions; political instability and changes; trade protection measures, tariffs, increased trade tensions, trade agreements and policies, and other restrictions, duties, and value-added taxes, and the associated macroeconomic impacts; disruptions, shortages, or inefficiencies in the supply chain; non-compliance with certain laws, regulations, or executive orders, such as trade, export, antitrust, and anti-corruption laws, or regulatory restrictions relating to the company or its subsidiaries or the permissibility of third parties to transact therewith; the inability to realize sufficient sales to cover non-cancellable purchase obligations under certain ECS distribution agreements; changes in relationships with key suppliers; management transitions, including the company’s search for a permanent CEO; changes in product supply, pricing, and customer demand; increased profit-margin pressure resulting from industry conditions, competition, or other factors; other vagaries in the Global Components and the Global ECS markets; changes to applicable laws, regulations, executive orders, or rules relating to government contractors and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues; commercial disputes, patent infringement claims, product liability lawsuits, or other legal proceedings; foreign tax and other loss contingencies; failure, disruption, or compromise of the company’s information systems or those of a third-party service provider, including unauthorized use or disclosure of company, supplier, or customer information; outbreaks, epidemics, pandemics, or public health crises; the effects of natural or man-made catastrophic events; and the company’s ability to generate positive cash flow. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the company’s most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.
Certain Non-GAAP Financial Information
In addition to disclosing financial results that are determined in accordance with GAAP, the company also discloses certain non-GAAP financial information in the sections below captioned “Sales by Reportable Segment,” “Gross Profit,” “Operating Expenses,” “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders.” Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures. Non-GAAP financial information includes the following:
● Non-GAAP sales exclude the impact of changes in foreign currencies by retranslating prior period results at current period foreign exchange rates.
● Non-GAAP gross profit excludes inventory recoveries related to the wind down of businesses within Global Components (“impact of wind down to inventory”) and impact of changes in foreign currencies.
● Non-GAAP operating expenses exclude identifiable intangible asset amortization; restructuring, integration, and other; and impact of changes in foreign currencies.
● Non-GAAP operating income excludes identifiable intangible asset amortization; restructuring, integration, and other; and impact of wind down to inventory.
30
Table of Contents
● Non-GAAP effective income tax rate and non-GAAP net income attributable to shareholders exclude identifiable intangible asset amortization; restructuring, integration, and other; impact of wind down to inventory; gain on investments, net; and tax adjustments related to wind down of a business.
Management believes that providing this additional information is useful to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short-term and long-term operating plans, and to evaluate the company’s financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. For a discussion of what is included within “Restructuring, integration, and other” and “Gain on investments, net” refer to the similarly captioned sections of these items below.
Key Business Metrics
Management uses gross billings as an operational metric to monitor the operating performance of Global ECS, including performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the Global ECS business. The company uses this key metric to develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. Gross billings represent amounts invoiced to customers for goods and services during a specified period and does not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. Refer to Note 1 - “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion of the company’s revenue recognition policies. The use of gross billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue.
Overview
The company sources and engineers technology for thousands of leading manufacturers, services providers, and users of enterprise computing solutions. The company has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. The company’s revenues originate primarily from the sales of semiconductor products, IP&E components, and IT hardware and software. Equipped with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and helps its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronic components and IT content portfolios to enhance value and market opportunities for stakeholders.
The company has two reportable segments, Global Components and Global ECS. Global Components, enabled by an extensive portfolio of value-added capabilities and services, markets and distributes electronic components primarily to OEMs and EMS providers. Global ECS is a leading value-added provider of comprehensive computing solutions and services. Its portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS offers broad market access, extensive supplier relationships, scale, and value-added solutions to enable its VARs and MSPs to meet the needs of their end-users. For the second quarter of 2026, approximately 74% and 26% of the company’s sales were from Global Components and Global ECS, respectively.
31
Table of Contents
The company’s strategic initiatives include:
Global Components:
● Shifting toward an increased mix of higher-margin value-added services, including engineering, integration and supply chain services by offering procurement, logistics, warehousing, and insights from data analytics, which generally leads to longer and more profitable relationships with the company’s suppliers and customers.
● Striving to further penetrate the market for IP&E, which tends to be a margin-accretive segment of the broader available market.
Global ECS:
● Enabling customer cloud-based solutions through ArrowSphere, the company’s cloud marketplace and management platform, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence and tools that IT solution providers need to drive growth. ArrowSphere includes an AI-enabled digital go-to-market platform aimed at helping the company’s channel partners sell and support a variety of cloud offerings at higher rates.
● Providing value-added distribution services including sales and marketing, demand generation, support and managed services, digital platforms, and other services on behalf of certain suppliers.
Executive Summary
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions except per share data) 2026 2025 Change 2026 2025 Change
Consolidated sales $ 9,992 $ 7,580 31.8 % $ 19,466 $ 14,394 35.2 %
Global Components sales $ 7,366 $ 5,285 39.4 % $ 14,006 $ 10,063 39.2 %
Global ECS sales $ 2,627 $ 2,295 14.4 % $ 5,460 $ 4,331 26.1 %
Gross profit margin 11.3 % 11.2 % 10 bps 11.4 % 11.3 % 10 bps
Non-GAAP gross profit margin 11.2 % 11.2 % flat 11.4 % 11.2 % 20 bps
Operating income $ 377 $ 191 98.0 % $ 739 $ 349 111.6 %
Operating income margin 3.8 % 2.5 % 130 bps 3.8 % 2.4 % 140 bps
Non-GAAP operating income $ 403 $ 215 87.2 % $ 804 $ 394 104.0 %
Non-GAAP operating income margin 4.0 % 2.8 % 120 bps 4.1 % 2.7 % 140 bps
Net income attributable to shareholders $ 273 $ 188 45.3 % $ 508 $ 267 89.9 %
Earnings per share attributable to shareholders - diluted $ 5.26 $ 3.59 46.5 % $ 9.81 $ 5.09 92.7 %
Non-GAAP net income attributable to shareholders $ 283 $ 127 121.8 % $ 552 $ 222 148.7 %
Non-GAAP earnings per share attributable to shareholders - diluted $ 5.45 $ 2.43 124.3 % $ 10.67 $ 4.23 152.2 %
The sum of sales by reportable segments may not agree to consolidated sales, as presented, due to rounding.
During the second quarter and first six months of 2026, compared to the year-earlier periods, changes in foreign currencies increased sales by approximately $93.5 million, and $367.0 million, respectively, and increased operating income by $4.0 million and $10.9 million, respectively. During the second quarter and first six months of 2026, changes in foreign currencies increased earnings per share on a diluted basis by $0.09 and $0.16, respectively, compared to the year-earlier periods.
32
Table of Contents
Business environment and other trends:
● In the first half of 2026, the company continued to experience stronger demand trends as a result of sustained market strength in all regions within Global Components. As the market strength continues, the company is prioritizing profitable growth through careful management of mix, costs, and working capital and also through aligning investments with the pace of demand. Due to continuing geopolitical and economic uncertainty, the company cannot currently predict whether these stronger demand trends will continue or how they may impact future quarters.
● In the first half of 2026, Global Components and Global ECS benefitted from increased demand related to AI, due to widespread rapid expansion of AI infrastructure. This increased demand is contributing to pockets of constrained inventory, price inflation and extended lead times. The company expects the AI demand trend to continue in the coming quarters, but results will depend on future developments that are highly uncertain and cannot be predicted with confidence.
● Within Global ECS, the company is party to certain multi-year non-cancellable purchase obligations through 2032, designating it as the exclusive partner to sell certain suppliers’ products and IT solutions. The company has recorded losses due to lower profit performance on certain of these contracts, which negatively impacted gross profit margins. The company is committed to focusing on optimizing, enhancing and scaling these offerings; however, due to the length and expected variability in the margins related to these contracts, their long-term performance cannot be reasonably estimated at this time, and the company is anticipating there could be additional associated losses in the coming quarters. Subsequent to July 4, 2026, the company has taken steps to terminate one of these underperforming contracts, which required a six month notice to terminate and will be effective in the first quarter of 2027.
● The company’s global business continues to face uncertainty around ongoing developments related to U.S. and foreign tariff policies and is continuing to evaluate and further implement mitigating actions, including supply chain optimization and improved solutions around processing tariffs. Given the uncertain and evolving nature of U.S. and foreign tariff policies, the company cannot currently predict how tariffs may impact future quarters. Refer to Part I, Item 1A - Risk Factors in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion related to tariffs and tariff drawbacks.
Results of Operations
Sales by Reportable Segment
Following is an analysis of the company’s sales by reportable segment:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 Change 2026 2025 Change
Consolidated sales, as reported $ 9,992 $ 7,580 31.8 % $ 19,466 $ 14,394 35.2 %
Impact of changes in foreign currencies — 93 — 367
Non-GAAP consolidated sales $ 9,992 $ 7,673 30.2 % $ 19,466 $ 14,761 31.9 %
Global Components sales, as reported $ 7,366 $ 5,285 39.4 % $ 14,006 $ 10,063 39.2 %
Impact of changes in foreign currencies — 59 — 214
Non-GAAP Global Components sales $ 7,366 $ 5,344 37.8 % $ 14,006 $ 10,276 36.3 %
Global ECS sales, as reported $ 2,627 $ 2,295 14.4 % $ 5,460 $ 4,331 26.1 %
Impact of changes in foreign currencies — 35 — 153
Non-GAAP Global ECS sales $ 2,627 $ 2,330 12.7 % $ 5,460 $ 4,485 21.7 %
The sum of the components for sales, as reported, and sales on a non-GAAP basis may not agree to totals, as presented, due to rounding.
33
Table of Contents
Reportable Segment Sales by Geographic Region
Following is an analysis of the company’s reportable segment sales by geographic region:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
(millions) Sales % of Sales Sales % of Sales Change Sales % of Sales Sales % of Sales Change
Americas Components sales $ 2,455 24.6 % $ 1,708 22.5 % 43.7 % $ 4,767 24.5 % $ 3,276 22.8 % 45.5 %
EMEA Components sales 1,939 19.4 % 1,427 18.8 % 35.9 % 3,704 19.0 % 2,767 19.3 % 33.9 %
Asia/Pacific Components sales 2,972 29.7 % 2,150 28.4 % 38.2 % 5,535 28.4 % 4,020 27.8 % 37.7 %
Global Components sales $ 7,366 73.7 % $ 5,285 69.7 % 39.4 % $ 14,006 72.0 % $ 10,063 69.9 % 39.2 %
Americas ECS sales $ 1,136 11.4 % $ 1,053 13.9 % 7.9 % $ 2,321 11.9 % $ 1,963 13.6 % 18.2 %
EMEA ECS sales 1,491 14.9 % 1,242 16.4 % 20.0 % 3,139 16.1 % 2,369 16.5 % 32.5 %
Global ECS sales $ 2,627 26.3 % $ 2,295 30.3 % 14.4 % $ 5,460 28.0 % $ 4,331 30.1 % 26.1 %
Consolidated sales $ 9,992 100.0 % $ 7,580 100.0 % 31.8 % $ 19,466 100.0 % $ 14,394 100.0 % 35.2 %
The sum of the components for sales by geographic region and consolidated sales may not agree to totals, as presented, due to rounding.
The increase in Global Components sales for the second quarter and first six months of 2026, compared to the year-earlier periods, was primarily due to increased demand related to sustained market strength and AI related growth, most notably in the following verticals:
● aerospace and defense, industrial, transportation, and computing in the Americas region;
● industrial, transportation, and aerospace and defense in the EMEA region; and
● computing, industrial, transportation, consumer, and networking and communications in the Asia/Pacific region.
The increase in Global ECS sales for the second quarter and first six months of 2026, compared to the year-earlier periods, was primarily attributable to growth across most major technologies, most notably, cloud-based solutions, infrastructure software, and compute. Additionally, as a result of the timing of the quarter end, the first six months of 2026 included three extra shipping days compared to the first six months of 2025, which increased Global ECS sales.
The increase in consolidated sales for the second quarter and first six months of 2026, compared to the year-earlier periods was also impacted by changes in foreign currencies relative to the U.S. dollar.
Gross Billings
Following is an analysis of gross billings by geographic region for Global ECS:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 Change 2026 2025 Change
Americas ECS gross billings $ 2,693 $ 2,544 5.9 % $ 5,653 $ 4,851 16.5 %
EMEA ECS gross billings 3,163 2,596 21.8 % 6,637 4,927 34.7 %
Global ECS gross billings $ 5,856 $ 5,140 13.9 % $ 12,290 $ 9,778 25.7 %
The sum of the components for Global ECS gross billings may not agree to totals, as presented, due to rounding.
34
Table of Contents
Gross Profit
Following is an analysis of the company’s gross profit by reportable segment:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 Change 2026 2025 Change
Consolidated gross profit, as reported $ 1,125 $ 849 32.6 % $ 2,216 $ 1,623 36.5 %
Impact of wind down to inventory (3) (2) (5) (5)
Impact of changes in foreign currencies — 12 — 44
Non-GAAP consolidated gross profit $ 1,122 $ 858 30.7 % $ 2,210 $ 1,662 33.0 %
Consolidated gross profit as a percentage of sales, as reported 11.3 % 11.2 % 10 bps 11.4 % 11.3 % 10 bps
Non-GAAP consolidated gross profit as a percentage of sales 11.2 % 11.2 % flat 11.4 % 11.2 % 20 bps
Global Components gross profit, as reported $ 857 $ 591 44.8 % $ 1,663 $ 1,146 45.1 %
Impact of wind down to inventory (3) (2) (5) (4)
Impact of changes in foreign currencies — 8 — 25
Non-GAAP Global Components gross profit $ 854 $ 597 42.9 % $ 1,658 $ 1,167 42.0 %
Global Components gross profit as a percentage of sales, as reported 11.6 % 11.2 % 40 bps 11.9 % 11.4 % 50 bps
Non-GAAP Global Components gross profit as a percentage of sales 11.6 % 11.2 % 40 bps 11.8 % 11.4 % 40 bps
Global ECS gross profit, as reported $ 269 $ 257 4.5 % $ 552 $ 476 16.0 %
Impact of changes in foreign currencies — 4 — 19
Non-GAAP Global ECS gross profit $ 269 $ 261 2.9 % $ 552 $ 495 11.6 %
Global ECS gross profit as a percentage of sales, as reported 10.2 % 11.2 % (100) bps 10.1 % 11.0 % (90) bps
Non-GAAP Global ECS gross profit as a percentage of sales 10.2 % 11.2 % (100) bps 10.1 % 11.0 % (90) bps
The sum of the components for non-GAAP gross profit may not agree to totals, as presented, due to rounding.
Global Components gross profit margins increased during the second quarter and first six months of 2026, compared with the year-earlier periods, driven by favorable product and value-added services mix as a result of changes in sales discussed above.
Global ECS gross profit margins decreased during the second quarter and first six months of 2026, compared with the year-earlier periods, primarily due to $26.6 million and $48.3 million, respectively, in losses related to underperformance of certain non-cancellable multi-year purchase obligations.
35
Table of Contents
Operating Expenses
Following is an analysis of the company’s operating expenses as of:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 Change 2026 2025 Change
Consolidated operating expenses, as reported $ 748 $ 658 13.6 % $ 1,477 $ 1,274 16.0 %
Identifiable intangible asset amortization (5) (5) (10) (10)
Restructuring, integration, and other (24) (22) (61) (39)
Impact of changes in foreign currencies — 7 — 31
Non-GAAP consolidated operating expenses $ 719 $ 639 12.6 % $ 1,406 $ 1,256 12.0 %
Consolidated operating expenses as a percentage of sales 7.5 % 8.7 % (120) bps 7.6 % 8.8 % (120) bps
Non-GAAP consolidated operating expenses as a percentage of non-GAAP sales 7.2 % 8.3 % (110) bps 7.2 % 8.5 % (130) bps
Global Components operating expenses, as reported $ 460 $ 405 13.7 % $ 903 $ 788 14.6 %
Identifiable intangible asset amortization (4) (4) (8) (8)
Impact of changes in foreign currencies — 5 — 19
Non-GAAP Global Components operating expenses $ 456 $ 405 12.6 % $ 896 $ 799 12.1 %
Global Components operating expenses as a percentage of sales 6.2 % 7.7 % (150) bps 6.5 % 7.8 % (130) bps
Non-GAAP Global Components operating expenses as a percentage of non-GAAP sales 6.2 % 7.6 % (140) bps 6.4 % 7.8 % (140) bps
Global ECS operating expenses, as reported $ 183 $ 160 14.4 % $ 363 $ 302 20.3 %
Identifiable intangible asset amortization (1) (1) (2) (2)
Impact of changes in foreign currencies — 3 — 12
Non-GAAP Global ECS operating expenses $ 182 $ 162 12.6 % $ 361 $ 312 15.7 %
Global ECS operating expenses as a percentage of sales 7.0 % 7.0 % flat 6.7 % 7.0 % (30) bps
Non-GAAP Global ECS operating expenses as a percentage of non-GAAP sales 6.9 % 7.0 % (10) bps 6.6 % 7.0 % (40) bps
Corporate operating expenses, as reported $ 104 $ 93 11.9 % $ 210 $ 183 14.5 %
Restructuring, integration, and other (24) (22) (61) (39)
Non-GAAP corporate operating expenses $ 80 $ 71 12.5 % $ 149 $ 144 3.5 %
The sum of the components for non-GAAP operating expenses may not agree to totals, as presented, due to rounding.
During the second quarter and first six months of 2026, compared to the year-earlier periods:
● Consolidated operating expenses increased primarily due to higher sales incentives and variable costs, in line with the increase in sales discussed above as well as changes in foreign currencies relative to the U.S. dollar; and
● Additionally, Global ECS operating expenses increased due to higher employee related costs and professional fees to expand the business related to multi-year non-cancellable purchase obligations.
During the first six months of 2026, compared to the year-earlier period, corporate operating expenses also increased due to an increase in restructuring, integration and other charges (see discussion below), partially offset by timing of stock-based compensation expense mainly due to certain awards granted in the current year.
36
Table of Contents
Restructuring, Integration, and Other
Restructuring initiatives and integration costs are due to the company’s continued efforts to lower costs, drive operational efficiency, and consolidate certain operations, as necessary. The company recorded restructuring, integration, and other charges as follows:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 2026 2025
Restructuring, integration and related costs
Operating Expense Efficiency Plan costs (a) $ 18 $ 20 $ 49 $ 29
Other plans 3 1 5 2
Other expenses
Operating expense reduction costs not related to restructuring initiatives (b) — (2) — 2
Other charges 3 3 6 7
Total $ 24 $ 22 $ 61 $ 39
The sum of the components for restructuring, integration, and other may not agree to totals, as presented, due to rounding.
(a) See details related to the Operating Expense Efficiency Plan discussed below.
(b) These costs are primarily related to employee severance and benefit costs. As of July 4, 2026, the accrued liabilities related to these costs totaled $12.5 million and substantially all accrued amounts are expected to be spent in cash within two years.
Operating Expense Efficiency Plan
On October 31, 2024, in response to evolving business needs and as part of an initiative to optimize operating expenses, the company announced a multi-year restructuring plan (the “Operating Expense Efficiency Plan” or “the Plan”), which was substantially complete as of July 4, 2026. Under the Plan, the company incurred pre-tax restructuring charges of approximately $200.0 million and is on target to reduce annual operating expenses by approximately $90.0 million to $100.0 million by the end of fiscal year 2026. The company is reinvesting a portion of these savings into various strategic initiatives as well as variable costs to support sales growth. For more details on the Plan, refer to Part II, Item 8 - Note 9 “Restructuring, Integration and Other” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
37
Table of Contents
Operating Income
Following is an analysis of the company’s operating income by reportable segment:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 Change 2026 2025 Change
Consolidated operating income, as reported $ 377 $ 191 98.0 % $ 739 $ 349 111.6 %
Identifiable intangible asset amortization 5 5 10 10
Restructuring, integration, and other 24 22 61 39
Impact of wind down to inventory (3) (2) (5) (4)
Non-GAAP consolidated operating income $ 403 $ 215 87.2 % $ 804 $ 394 104.0 %
Consolidated operating income as a percentage of sales 3.8 % 2.5 % 130 bps 3.8 % 2.4 % 140 bps
Non-GAAP consolidated operating income as a percentage of sales 4.0 % 2.8 % 120 bps 4.1 % 2.7 % 140 bps
Global Components operating income, as reported $ 396 $ 187 112.1 % $ 760 $ 358 112.1 %
Identifiable intangible asset amortization 4 4 8 8
Impact of wind down to inventory (3) (2) (5) (5)
Non-GAAP Global Components operating income $ 397 $ 189 110.4 % $ 762 $ 362 110.5 %
Global Components operating income as a percentage of sales 5.4 % 3.5 % 190 bps 5.4 % 3.6 % 180 bps
Non-GAAP Global Components operating income as a percentage of sales 5.4 % 3.6 % 180 bps 5.4 % 3.6 % 180 bps
Global ECS operating income, as reported $ 85 $ 97 (12.0) % $ 189 $ 174 8.5 %
Identifiable intangible asset amortization 1 1 2 2
Non-GAAP Global ECS operating income $ 86 $ 98 (11.8) % $ 191 $ 176 8.4 %
Global ECS operating income as a percentage of sales 3.3 % 4.2 % (90) bps 3.5 % 4.0 % (50) bps
Non-GAAP Global ECS operating income as a percentage of sales 3.3 % 4.3 % (100) bps 3.5 % 4.1 % (60) bps
The sum of the components for non-GAAP operating income may not agree to totals, as presented, due to rounding.
The sum of the components of consolidated operating income do not agree to totals, as presented, because unallocated corporate amounts are not included in the table above. Refer to Note M “Segment and Geographic Information” of the Notes to the Consolidated Financial Statements for further discussion.
The increase in consolidated operating income as a percentage of sales for the second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to the changes in sales and gross profit margins discussed above.
Gain on Investments, Net
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 2026 2025
Gain on investments, net $ 12 $ 104 $ 6 $ 104
The decrease in gain on investments for the second quarter and first six months of 2026 is primarily related to a $99.0 million gain on the sale of an investment in certain equity securities during the second quarter of 2025. Refer to Note D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements.
38
Table of Contents
Interest and Other Financing Expense, Net
The company recorded net interest and other financing expense as follows:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 2026 2025
Interest and other financing expense, net $ (37) $ (60) $ (86) $ (116)
The decrease in interest and other financing expenses, net for the second quarter and first six months of 2026 compared to the year-earlier periods, is primarily related to lower average daily borrowings, reduced interest cost as a result of additional cash within cash pooling accounts, and interest income on outstanding tariff receivables collected during the period related to the Global Components supply chain services offerings. Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings.
Income Tax
Income taxes for the interim periods presented have been included in the accompanying consolidated financial statements on the basis of an estimated annual effective tax rate. The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws, and changes resulting from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the company’s projections and assumptions are inherently uncertain, therefore, actual results could differ from projections.
Following is an analysis of the company’s consolidated effective income tax rate:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
2026 2025 2026 2025
Effective income tax rate 22.7 % 19.7 % 22.9 % 20.6 %
Identifiable intangible asset amortization — % 0.1 % 0.1 % 0.1 %
Restructuring, integration, and other 0.4 % 0.6 % 0.1 % 0.5 %
Gain on investments, net — % (2.8) % — % (1.2) %
Impact of wind down to inventory (0.1) % (0.1) % (0.1) % (0.1) %
Non-GAAP effective income tax rate 23.0 % 17.6 % 23.0 % 20.0 %
The sum of the components for non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.
The year-over-year change in the effective tax rate for the second quarter and first six months of 2026 was primarily driven by a shift in jurisdictional mix of earnings, the impact of foreign currency exchange rate fluctuations in certain locations, and adjustments to reserves for uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, significantly amending U.S. federal tax law, including changes to international tax provisions, expensing of research and experimental expenditures, depreciation, and interest deduction rules. The OBBBA has not had a material impact on the company’s effective tax rate.
39
Table of Contents
Net Income Attributable to Shareholders
Following is an analysis of the company’s consolidated net income attributable to shareholders:
Quarter Ended Six Months Ended
July 4, June 28, July 4, June 28,
(millions) 2026 2025 2026 2025
Net income attributable to shareholders, as reported $ 273 $ 188 $ 508 $ 267
Identifiable intangible asset amortization* 5 5 10 10
Restructuring, integration, and other 24 22 61 39
Loss (gain) on investments, net (12) (104) (6) (104)
Impact of wind down to inventory (3) (2) (5) (5)
Tax effect of adjustments above (4) 19 (14) 14
Non-GAAP net income attributable to shareholders $ 283 $ 127 $ 553 $ 222
The sum of the components for non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding.
* For the second quarter and first six months of 2025, identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interests.
The increase in net income attributable to shareholders in the second quarter and first six months of 2026 compared to the year-earlier periods relates primarily to changes in sales, gross profit, and interest and other financing expense, net, partially offset by the decrease in gain on investments, net discussed above.
Liquidity and Capital Resources
Management believes that the company’s current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization programs, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the next 12 months and the foreseeable future. The company’s current committed and undrawn liquidity stands at approximately $3.5 billion in addition to $244.6 million of cash on hand at July 4, 2026. The company also may issue debt or equity securities in the future, and management believes the company will have adequate access to the capital markets, if needed. The company continually evaluates its liquidity requirements and may seek to amend its existing borrowing capacity or access the financial markets as deemed necessary.
The company’s principal sources of liquidity are existing cash and cash equivalents, cash generated from operations, and cash provided by its revolving credit facilities and debt. The company’s principal uses of liquidity include cash used in operations, investments to grow working capital, scheduled interest and principal payments on its borrowings, and the return of cash to shareholders through share repurchases.
The following table presents selected financial information related to liquidity:
July 4, December 31,
(millions) 2026 2025 Change
Working capital $ 6,840 $ 7,437 $ (597)
Cash and cash equivalents 245 306 (61)
Short-term debt 118 — 118
Long-term debt 2,053 3,085 (1,032)
Working Capital
The company maintains a significant investment in working capital, which the company defines as accounts receivable, net, plus inventories less accounts payable. The decrease in working capital during the first six months of 2026 was primarily attributable to the timing of settlements, most notably within the Global Components supply chain services offerings. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements. The decrease in working capital is partially offset by higher inventory purchases to support future sales growth.
40
Table of Contents
Working capital as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 17.1% for the second quarter of 2026, compared to 22.5% in the year-earlier period. The decrease in working capital as a percentage of sales was primarily due to increased sales.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments, which are readily convertible into cash, with original maturities of three months or less. At July 4, 2026, and December 31, 2025, the company had cash and cash equivalents of $244.6 million and $306.5 million, respectively, of which $214.2 million and $241.6 million, respectively, were held outside the United States.
The company has $6.0 billion of undistributed earnings of its foreign subsidiaries which it deems indefinitely reinvested, and recognizes that it may be subject to additional foreign taxes and U.S. state income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings. The company also has $2.2 billion of foreign earnings that are not deemed permanently reinvested and are available for distribution in future periods as of July 4, 2026.
Revolving Credit Facilities and Debt
The following tables summarize the company’s credit facilities:
Outstanding Borrowings
Borrowing July 4, December 31,
(millions) Capacity 2026 2025
North American asset securitization program $ 1,500 $ — $ 970
Revolving credit facility 2,000 50 —
Commercial paper program (a) 1,200 — —
Uncommitted lines of credit 160 — —
(a) Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility.
Average Daily Balance Outstanding
Six Months Ended Effective Interest Rate
July 4, June 28, July 4, June 28,
(millions) 2026 2025 2026 2025
North American asset securitization program $ 564 $ 701 4.14 % 4.83 %
Revolving credit facility 25 1 7.86 % 5.43 %
Commercial paper program 178 390 4.04 % 4.74 %
Uncommitted lines of credit 130 273 4.08 % 4.82 %
The company also has an EMEA asset securitization program under which it continuously sells its interest in designated pools of trade accounts receivable of certain of its subsidiaries in the EMEA region. Receivables sold under the program are excluded from “Accounts receivable, net” and no corresponding liability is recorded on the company’s consolidated balance sheets. During the first six months of 2026 and 2025, the average daily balance outstanding under the EMEA asset securitization program was $393.4 million and $321.7 million, respectively. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements for further discussion.
The following table summarizes recent events impacting the company’s capital resources:
(millions) Activity Date Notional Amount
Uncommitted lines of credit Decrease in Capacity June 2026 $ 300
Uncommitted lines of credit Decrease in Capacity February 2026 $ 100
4.00% notes, due April 2025 Repaid April 2025 $ 350
Refer to Note G “Debt” of the Notes to the Consolidated Financial Statements for further discussion of the company’s short-term and long-term debt and available financing.
41
Table of Contents
Cash Flows
The following table summarizes the company’s cash flows by category for the periods presented:
Six Months Ended
July 4, June 28,
(millions) 2026 2025 Change
Net cash provided by operating activities $ 1,018 $ 146 $ 872
Net cash (used for) provided by investing activities (53) 81 (134)
Net cash used for financing activities (981) (416) (565)
Cash Flows from Operating Activities
The net amount of cash provided by the company’s operating activities during the first six months of 2026 and 2025 was $1.0 billion and $145.8 million, respectively. The change in cash provided by operating activities during 2026, compared to the year-earlier period, relates primarily to timing of settlements, most notably within the Global Components supply chain services offerings, and increase in income from operations, partially offset by higher inventory purchases to support future sales growth. The fluctuations in both “Accounts receivable, net” and “Accounts payable” are primarily related to the Global Components supply chain services offerings and are typically correlated as the company acts as an intermediary in the transaction and remits payments to the supplier upon receipt from the customer. Refer to Note E “Accounts Receivable” of the Notes to the Consolidated Financial Statements.
Cash Flows from Investing Activities
The net amount of cash used for investing activities for the first six months of 2026 was $53.2 million, and the cash provided by investing activities for the first six months of 2025 was $81.3 million. The change in cash flows from investing activities related primarily to proceeds from the sale of an investment in certain equity securities (Refer to Note D “Investments in Affiliated Companies” of the Notes to the Consolidated Financial Statements) and proceeds from the settlement of net investment hedges (Refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements) in the second quarter of 2025.
Cash Flows from Financing Activities
The net amount of cash used for financing activities during the first six months of 2026 and 2025 was $980.8 million and $415.9 million, respectively. The change in cash used for financing activities relates primarily to an increase in repayments of long-term bank borrowings, net partially offset by a decrease in short-term borrowings in 2026.
Capital Expenditures
Capital expenditures for the first six months of 2026 and 2025 were $53.2 million and $43.6 million, respectively, and the company expects capital expenditures to be approximately $100.0 million for fiscal year 2026. The company's capital expenditures primarily relate to enhancements in internally developed software, mainly ArrowSphere, the company's marketplace and management platform, as well as improvements of the company's facilities and warehouses. Refer to discussion of the company’s policy on software development costs in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Share Repurchase Program
Effective May 12, 2026, the Board of Directors replaced the company’s previous share repurchase program that was authorized in January 2023 (“January 2023 program”) with a new share repurchase program (“May 2026 program”)
42
Table of Contents
pursuant to which Arrow may purchase an aggregate value of shares up to, but not to exceed, $1.0 billion, inclusive of any fees, commissions, taxes, or other expenses related to such repurchases, and with no expiration date.
During the first six months of 2026, under the January 2023 program, the company repurchased 0.2 million shares of its common stock for $25.0 million, excluding excise taxes, and under the May 2026 program, the company repurchased 0.2 million shares of its common stock for $42.8 million, excluding excise taxes. During the first six months of 2025, under the January 2023 program, the company repurchased 0.9 million shares of its common stock for $99.9 million, excluding excise taxes.
As of July 4, 2026, approximately $956.9 million remained available for repurchase under the May 2026 program.
The pace of the repurchase activity will depend on factors such as the company’s working capital needs, cash requirements for acquisitions, debt repayment obligations or repurchases of debt, share price, and economic and market conditions. The share repurchase program may be accelerated, suspended, delayed, or discontinued at any time subject to the approval of the company’s Board of Directors.
Contractual Obligations
The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, operating leases, and other sources and uses of capital that are summarized in the sections titled “Contractual Obligations” and “Additional Capital Requirements and Sources” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Refer to the section above titled “Revolving Credit Facilities and Debt” for updates to the company’s short-term and long-term debt obligations. Refer to the section above titled “Restructuring, Integration, and Other” for updates related to discussion of planned restructuring costs. Refer to Note H “Financial Instruments Measured at Fair Value” of the Notes to Consolidated Financial Statements for further discussion on hedging activities.
As of July 4, 2026, the company had purchase obligations of $30.3 billion, which represent an estimate of non-cancellable inventory purchase orders, future payments under IT distribution arrangements, and other contractual obligations related to information technology and facilities with $13.7 billion expected to be paid in the remaining six months of 2026, $5.9 billion in 2027, $2.9 billion in 2028, $2.1 billion in 2029, $1.5 billion in 2030, and $4.2 billion in 2031 and thereafter. Some of these purchase obligations relate to sales where the company acts as an agent in the transaction. Refer to discussion of the company’s revenue recognition policy in Note 1 “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
With the exception of the item noted above, there were no other material changes to “Contractual Obligations” and “Additional Capital Requirements and Sources” of the company as of July 4, 2026.
Critical Accounting Estimates
The company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the company to make significant estimates and judgments that have had or are reasonably likely to have a material impact on the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The company has established detailed policies and control procedures intended to ensure the appropriateness of such estimates and assumptions and their consistent application from period to period. The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no significant changes to the company’s critical accounting estimates for the six months ended July 4, 2026. For more information, refer to the section titled “Critical Accounting Estimates” in Part II, Item 7, Management’s
43
Table of Contents
Discussion and Analysis of Financial Condition and Results of Operations, in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Impact of Recently Issued Accounting Standards
See Note B “Impact of Recently Issued Accounting Standards” of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the anticipated dates of adoption and the effects on the company’s consolidated financial position and results of operations.