Arrow Electronics Inc Sample Contracts

Arrow Electronics Inc – THIRD AMENDED AND RESTATED CREDIT AGREEMENT among ARROW ELECTRONICS, INC., THE SUBSIDIARY BORROWERS The Several Banks from Time to Time Parties Hereto, (February 7th, 2019)

WHEREAS, the Company has requested the Banks to make available a revolving credit facility by amending and restating the Second Amended and Restated Five-Year Credit Agreement of the Company, dated as of December 23, 2016, among the Company, certain of its subsidiaries, certain financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, and others (as in effect on the date hereof, the “Existing Credit Agreement”); and

Arrow Electronics Inc – AMENDMENT NO. 4 TO WYLE ELECTRONICS RETIREMENT PLAN (As Amended and Restated January 1, 2015) (February 7th, 2019)

The Wyle Electronics Retirement Plan, as amended and restated effective January 1, 2015 (the “Plan”), is amended, effective as of December 31, 2018, as follows:

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEK ROADCENTENNIAL, CO 80112303-824-4000 NEWS (February 7th, 2019)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Feb. 7, 2019--Arrow Electronics, Inc. (NYSE:ARW) today reported fourth-quarter 2018 sales of $7.92 billion, an increase of 5 percent from sales of $7.54 billion in the fourth quarter of 2017. Fourth-quarter net income of $231 million, or $2.63 per share on a diluted basis, compared with net income of $54 million, or $.60 per share on a diluted basis, in the fourth quarter of 2017. Excluding certain items1, net income would have been $225 million, or $2.57 per share on a diluted basis, in the fourth quarter of 2018, compared with net income of $222 million, or $2.49 per share on a diluted basis, in the fourth quarter of 2017. In the fourth quarter of 2018, changes in foreign currencies had negative impacts on growth of approximately $107 million or 2 percent on sales and $.06 or 3 percent on earnings per share on a diluted basis compared to the fourth quarter of 2017.

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (November 1st, 2018)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Nov. 1, 2018--Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2018 sales of $7.49 billion, an increase of 9 percent from sales of $6.86 billion in the third quarter of 2017. Third-quarter net income of $177 million, or $1.99 per share on a diluted basis, compared with net income of $134 million, or $1.50 per share on a diluted basis, in the third quarter of 2017. Excluding certain items1, net income would have been $193 million, or $2.18 per share on a diluted basis, in the third quarter of 2018, compared with net income of $161 million, or $1.80 per share on a diluted basis, in the third quarter of 2017. Excluding certain items1, net income increased 20 percent year over year, and earnings per share on a diluted basis increased 21 percent year over year.

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (August 2nd, 2018)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Aug. 2, 2018--Arrow Electronics, Inc. (NYSE:ARW) today reported second-quarter 2018 sales of $7.39 billion, an increase of 15 percent from sales of $6.42 billion in the second quarter of 2017. Second-quarter net income of $170 million, or $1.92 per share on a diluted basis, compared with net income of $100 million, or $1.11 per share on a diluted basis, in the second quarter of 2017. Excluding certain items1, net income would have been $195 million, or $2.20 per share on a diluted basis, in the second quarter of 2018, compared with net income of $159 million, or $1.77 per share on a diluted basis, in the second quarter of 2017. Excluding certain items1, net income increased 23 percent year over year, and earnings per share on a diluted basis increased 24 percent year over year.

Arrow Electronics Inc – EXECUTIVE DEFERRED COMPENSATION PLAN (as amended and restated effective July 1, 2018) (August 2nd, 2018)

ARROW ELECTRONICS, INC., a New York corporation having its principal offices at 9201 E. Dry Creek Road, Centennial, CO 80112 (the “Company”), hereby adopts this amended and restated Executive Deferred Compensation Plan for the benefit of a select group of management or highly compensated employees as described herein, effective July 1, 2018 except as otherwise provided.

Arrow Electronics Inc – OMNIBUS AMENDMENT (June 26th, 2018)

This TRANSFER AND ADMINISTRATION AGREEMENT (this “Agreement”), dated as of March 21, 2001, by and among Arrow Electronics Funding Corporation, a Delaware corporation (the “SPV”), Arrow Electronics, Inc., a New York corporation, individually (“Arrow”) and as initial Master Servicer, the several commercial paper conduits identified on Schedule A and their respective permitted successors and assigns (the “Conduit Investors”; each individually, a “Conduit Investor”), the financial institutions from time to time parties hereto as Alternate Investors, the agent bank set forth opposite the name of each Conduit Investor on Schedule A and its permitted successors and assigns (each a “Funding Agent”) with respect to such Conduit Investor and Alternate Investor, Mizuho Bank, Ltd., as Structuring Agent and Bank of America, National Association, a national banking association (“Bank of America”), as the Administrative Agent for the Conduit Investors and the Alternate Investors.  Each Funding Agent,

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (May 3rd, 2018)

CENTENNIAL, Colo.--(BUSINESS WIRE)-May 3, 2018--Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2018 sales of $6.88 billion, an increase of 20 percent from sales of $5.74 billion in the first quarter of 2017. First-quarter net income of $139 million, or $1.56 per share on a diluted basis, compared with net income of $115 million, or $1.27 per share on a diluted basis, in the first quarter of 2017. Excluding certain items1, net income would have been $168 million, or $1.88 per share on a diluted basis, in the first quarter of 2018, compared with net income of $132 million, or $1.46 per share on a diluted basis, in the first quarter of 2017. Excluding certain items1, net income increased 27 percent year over year, and earnings per share on a diluted basis increased 29 percent year over year.

Arrow Electronics Inc – VANGUARD FIDUCIARY TRUST COMPANY (May 3rd, 2018)

As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context:

Arrow Electronics Inc – ARROW ELECTRONICS, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN Effective October 1, 2004, as amended and restated effective January 1, 2009, as further amended and restated effective January 1, 2018 Adopted by action of the Arrow Electronics, Inc. Management Pension and Investment Oversight Committee on December 6, 2017 (February 6th, 2018)

ARROW ELECTRONICS, INC., a New York corporation having its principal offices at 9201 E. Dry Creek Road, Centennial, Co 80112 (the “Company”), hereby adopts this amended and restated Arrow Electronics, Inc. Non-Employee Directors Deferred Compensation Plan, effective January 1, 2018 except as otherwise provided.

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (February 6th, 2018)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Feb. 6, 2018--Arrow Electronics, Inc. (NYSE:ARW) today reported fourth-quarter 2017 sales of $7.63 billion, an increase of 18 percent from sales of $6.44 billion in the fourth quarter of 2016. Fourth-quarter net income of $54 million, or $0.60 per share on a diluted basis, compared with net income of $165 million, or $1.81 per share on a diluted basis, in the fourth quarter of 2016. Excluding certain items1, net income would have been $224 million, or $2.51 per share on a diluted basis, in the fourth quarter of 2017, compared with net income of $182 million, or $2.00 per share on a diluted basis, in the fourth quarter of 2016. In the fourth quarter of 2017, changes in foreign currencies had positive impacts on growth of approximately $190 million or 3 percent on sales and $0.09 or 5 percent on earnings per share on a diluted basis compared to the fourth quarter of 2016. In the fourth quarter of 2017 net income was negatively impacted by $125 million,

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (November 2nd, 2017)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Nov. 2, 2017--Arrow Electronics, Inc. (NYSE:ARW) today reported third-quarter 2017 sales of $6.95 billion, an increase of 17 percent from sales of $5.94 billion in the third quarter of 2016. Third-quarter net income of $135 million, or $1.50 per share on a diluted basis, compared with net income of $118 million, or $1.28 per share on a diluted basis, in the third quarter of 2016. Excluding certain items1, net income would have been $163 million, or $1.82 per share on a diluted basis, in the third quarter of 2017, compared with net income of $143 million, or $1.56 per share on a diluted basis, in the third quarter of 2016.

Arrow Electronics Inc – UNDERWRITING AGREEMENT (September 8th, 2017)
Arrow Electronics Inc – ARROW ELECTRONICS, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee 3.250% Senior Notes due 2024 SECOND SUPPLEMENTAL INDENTURE Dated as of September 8, 2017 to INDENTURE Dated as of June 1, 2017 (September 8th, 2017)

SECOND SUPPLEMENTAL INDENTURE, dated as of September 8, 2017, between ARROW ELECTRONICS, INC., a New York corporation (hereinafter called the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter called the “Trustee”).

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (August 3rd, 2017)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Aug. 3, 2017--Arrow Electronics, Inc. (NYSE:ARW) today reported second-quarter 2017 sales of $6.47 billion, an increase of 8 percent from sales of $5.97 billion in the second quarter of 2016. Second-quarter net income of $100 million, or $1.11 per share on a diluted basis, compared with net income of $134 million, or $1.45 per share on a diluted basis, in the second quarter of 2016. Excluding certain items1, net income would have been $160 million, or $1.78 per share on a diluted basis, in the second quarter of 2017, compared with net income of $153 million, or $1.65 per share on a diluted basis, in the second quarter of 2016. In the second quarter of 2017, changes in foreign currencies had negative impacts on growth of approximately $57 million or 1 percent on sales and $.01 or 1 percent on earnings per share on a diluted basis compared to the second quarter of 2016.

Arrow Electronics Inc – ARROW ELECTRONICS ANNOUNCES THE PRICING TERMS OF ITS CASH TENDER OFFER FOR CERTAIN OF ITS OUTSTANDING DEBT SECURITIES (June 15th, 2017)

CENTENNIAL, Colo.,— Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for up to $345 million combined aggregate total consideration (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated June 1, 2017 (the “Offer to Purchase”), which remain unchanged except as amended hereby and by the Company’s press release earlier today announcing the early tender results and increase of the Maximum Tender Amount of the Tender Offer.

Arrow Electronics Inc – ARROW ELECTRONICS, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee (June 12th, 2017)

FIRST SUPPLEMENTAL INDENTURE, dated as of June 12, 2017, between ARROW ELECTRONICS, INC., a New York corporation (hereinafter called the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter called the “Trustee”).

Arrow Electronics Inc – UNDERWRITING AGREEMENT (June 2nd, 2017)
Arrow Electronics Inc – CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 (June 1st, 2017)

INDENTURE, dated as of June 1, 2017, between ARROW ELECTRONICS, INC., a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (May 4th, 2017)

CENTENNIAL, Colo.--(BUSINESS WIRE)-May 4, 2017--Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2017 net income of $114 million, or $1.26 per share on a diluted basis, compared with net income of $106 million, or $1.14 per share on a diluted basis, in the first quarter of 2016. Excluding certain items1, net income would have been $132 million in the first quarter of 2017, unchanged from the first quarter of 2016. Excluding certain items1, net income would have been $1.46 per share on a diluted basis, in the first quarter of 2017, compared with $1.43 per share on a diluted basis, in the first quarter of 2016. First-quarter sales of $5.76 billion increased 5 percent from sales of $5.47 billion in the prior year. In the first quarter of 2017, changes in foreign currencies had negative impacts on growth of approximately $73 million or 1 percent on sales and $.03 or 2 percent on earnings per share on a diluted basis compared to the first quarter of 2016.

Arrow Electronics Inc – Arrow Electronics, Inc. Performance Stock Unit Award Agreement (May 4th, 2017)

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (the “Agreement”), effective ____________ (the “Grant Date”), contains the terms of the grant of Performance Stock Units by Arrow Electronics, Inc., a New York Corporation (the “Company” or “Arrow”), to ____________ (the “Grantee” or “you”) under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (the “Plan”). Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan. The parties agree as follows:

Arrow Electronics Inc – Arrow Electronics, Inc. Non-Qualified Stock Option Award Agreement (May 4th, 2017)

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) dated as of ____________ (the “Grant Date”) is between Arrow Electronics, Inc., a New York corporation (the “Company” or “Arrow”), and ____________ (the “Grantee” or “you”). In consideration of mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

Arrow Electronics Inc – Arrow Electronics, Inc. Restricted Stock Unit Award Agreement (May 4th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) dated as of ____________is between Arrow Electronics, Inc., a New York corporation (the “Company” or “Arrow”), and ____________ (the “Grantee” or “you”). In consideration of mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

Arrow Electronics Inc – ARROW ELECTRONICS. INC.9201 E. DRY CREEKROADCENTENNIAL, CO 80112303-824-4000 NEWS (February 7th, 2017)

CENTENNIAL, Colo.--(BUSINESS WIRE)-Feb. 7, 2017--Arrow Electronics, Inc. (NYSE:ARW) today reported fourth-quarter 2016 net income of $165 million, or $1.81 per share on a diluted basis, compared with net income of $158 million, or $1.69 per share on a diluted basis, in the fourth quarter of 2015. Excluding certain items1, net income would have been $182 million, or $2.00 per share on a diluted basis, in the fourth quarter of 2016, compared with net income of $182 million, or $1.94 per share on a diluted basis, in the fourth quarter of 2015. Fourth-quarter sales of $6.44 billion decreased 5 percent from sales of $6.75 billion in the prior year. In the fourth quarter of 2016, changes in foreign currencies had negative impacts on growth of approximately $91 million or 1 percent on sales and $.04 or 2 percent on earnings per share on a diluted basis compared to the fourth quarter of 2015.

Arrow Electronics Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT among ARROW ELECTRONICS, INC., THE SUBSIDIARY BORROWERS The Several Banks from Time to Time Parties Hereto, (February 7th, 2017)
Arrow Electronics Inc – AMENDMENT NO. 26 TO TRANSFER AND ADMINISTRATION AGREEMENT (November 3rd, 2016)

The TAA formerly provided that a Conduit Investor had the option of being either a Match Funding Conduit Investor or a Pooled Funding Conduit Investor. On March 27, 2007, (i) such option terminated, (ii) each Conduit Investor was thereupon and at all times thereafter deemed to be a Pooled Funding Conduit Investor and (iii) each term or provision of the TAA, including, without limitation, Section 2.4(b), relating to a Conduit Investor as a Match Funding Conduit Investor ceased to be operative or available.

Arrow Electronics Inc – Arrow Electronics Reports Third-Quarter 2016 Results -- Record Third-Quarter Sales of $5.94 billion -- -- Earnings Per Share of $1.28; Non-GAAP Earnings Per Share of $1.56 -- (November 3rd, 2016)

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

Arrow Electronics Inc – PARTIAL RELEASE OF RECEIVABLES (August 2nd, 2016)

This Partial Release of Receivables, dated as of March 11 2016 (this “Release”) is granted by BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent (as defined below) to ARROW ELECTRONICS FUNDING CORPORATION, a Delaware corporation (the “SPV”), ARROW ELECTRONICS, INC., a New York corporation (“Arrow”) and ARROW ENTERPRISE COMPUTING SOLUTIONS, INC., a Delaware corporation (“AECS”).

Arrow Electronics Inc – AMENDMENT NO. 3 TO DEALER AGREEMENT (August 2nd, 2016)

This Amendment No. 3 to the Dealer Agreement, dated as of November 9, 1999 (the “Original Dealer Agreement”), between Goldman, Sachs & Co., J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), 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. (the “Issuer”), as amended by Amendment No. 1, dated as of October 11, 2011, by and among the Issuer and the dealers signatory thereto (“Amendment No. 1”) and Amendment No. 2, dated as of October 20, 2014, by and among the Issuer and the dealers signatory thereto (“Amendment No. 2,” and the Original Dealer Agreement, as amended by Amendment No. 1 and Amendment No. 2, the “Dealer Agreement”), is entered into as of January 6, 2016 (“Amendment No. 3”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Dealer Agreement.

Arrow Electronics Inc – AMENDMENT NO. 3 TO DEALER AGREEMENT (May 3rd, 2016)

This Amendment No. 3 to the Dealer Agreement, dated as of November 9, 1999 (the “Original Dealer Agreement”), between Goldman, Sachs & Co., J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), 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. (the “Issuer”), as amended by Amendment No. 1, dated as of October 11, 2011, by and among the Issuer and the dealers signatory thereto (“Amendment No. 1”) and Amendment No. 2, dated as of October 20, 2014, by and among the Issuer and the dealers signatory thereto (“Amendment No. 2,” and the Original Dealer Agreement, as amended by Amendment No. 1 and Amendment No. 2, the “Dealer Agreement”), is entered into as of January 6, 2016 (“Amendment No. 3”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Dealer Agreement.

Arrow Electronics Inc – Arrow Electronics Reports Record First-Quarter 2016 Sales and Non-GAAP Earnings Per Share – First-Quarter 2016 Non-GAAP Earnings Per Share of $1.43 – – Trailing 12-Month Cash Flow from Operations of $860 Million – (May 3rd, 2016)

CENTENNIAL, Colo.--(BUSINESS WIRE)--May 3, 2016--Arrow Electronics, Inc. (NYSE:ARW) today reported first-quarter 2016 net income of $106.2 million, or $1.14 per share on a diluted basis, compared with net income of $106.1 million, or $1.09 per share on a diluted basis, in the first quarter of 2015. Excluding certain items1, net income would have been $132.2 million, or $1.43 per share on a diluted basis, in the first quarter of 2016, compared with net income of $127.8 million, or $1.32 per share on a diluted basis, in the first quarter of 2015. First-quarter sales of $5.47 billion increased 9 percent from sales of $5 billion in the prior year. First-quarter sales, adjusted for the impact of acquisitions and changes in foreign currencies, increased 4 percent year over year.

Arrow Electronics Inc – PARTIAL RELEASE OF RECEIVABLES (May 3rd, 2016)

This Partial Release of Receivables, dated as of March 11 2016 (this “Release”) is granted by BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent (as defined below) to ARROW ELECTRONICS FUNDING CORPORATION, a Delaware corporation (the “SPV”), ARROW ELECTRONICS, INC., a New York corporation (“Arrow”) and ARROW ENTERPRISE COMPUTING SOLUTIONS, INC., a Delaware corporation (“AECS”).

Arrow Electronics Inc – MANAGEMENT INSURANCE PROGRAM AGREEMENT (February 5th, 2016)

WHEREAS, The Compensation Committee of the Board of Directors of the Company has selected the Employee to participate in the Company’s Management Insurance Program.

Arrow Electronics Inc – AMENDMENT NO.3 TO THE ARROW ELECTRONICS SAVINGS PLAN (February 5th, 2016)

The Arrow Electronics Savings Plan, as amended and restated, effective January 1, 2012 (the Plan), is hereby amended by adding Supplements 37 through 43, to the end thereof, to read as follows:

Arrow Electronics Inc – AMENDMENT NO.6 TO THE ARROW ELECTRONICS STOCK OWNERSHIP PLAN (February 5th, 2016)

The Arrow Electronics Stock Ownership Plan, as amended and restated, effective January 1, 2009 (the Plan), is hereby amended, effective as of December 3, 2015, by adding the following at the end of the Introduction to the Plan: