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What changed in ARROW ELECTRONICS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ARROW ELECTRONICS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+304 added−327 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-11)

Top changes in ARROW ELECTRONICS, INC.'s 2025 10-K

304 paragraphs added · 327 removed · 253 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe company believes its deep capabilities and broad services are made possible by a broad group of professionals who understand its customers’ problems from numerous perspectives and curate forward-looking, comprehensive solutions. The company believes its employees’ varied backgrounds, talents, experiences, and perspectives frame how its global network of engineers, suppliers, and manufacturers work together, and enhance value for customers.
Biggest changeThe company believes its employees’ varied talents, experiences, and perspectives frame how its global network of engineers, suppliers, and manufacturers work together, and enhance value for customers. The company’s business results depend in part on its ability to successfully manage human capital resources, including attracting, identifying, and retaining key talent.
Most of the company’s purchases from suppliers are pursuant to distributor agreements, which are typically non-exclusive and cancellable by either party at any time or on short notice. Distribution Agreements Certain agreements with suppliers protect the company against the potential write-down of inventories due to technological change or suppliers’ price reductions.
Most of the company’s purchases from suppliers are pursuant to distributor agreements, which are typically non-exclusive and cancellable by either party at any time or on short notice. Distributor Agreements Certain agreements with suppliers protect the company against the potential write-down of inventories due to technological change or suppliers’ price reductions.
The company is committed to helping employees receive a return on their investment, in the form of compounding knowledge, skills, abilities, and earnings opportunity as their careers grow within the company. Through early career talent programs focused on recent college graduates, Arrow grows employee capability from the ground up.
The company is committed to helping employees receive a return on their investment, in the form of compounding knowledge, skills, abilities, and earnings opportunity as their careers grow within the company. Through early career talent programs focused on recent college graduates, the company grows employee capability from the ground up.
These contractual provisions typically provide certain protections to the company for product obsolescence and price erosion in the form of return privileges, scrap allowances, and price protection. Under the terms of the related distributor agreements and assuming the company complies with certain conditions, such suppliers are required to credit the company for reductions in suppliers’ list prices.
These contractual provisions typically provide certain protections to the company for product obsolescence and price erosion in the form of return privileges, scrap allowances, and price protection. Under the terms of these distributor agreements and assuming the company complies with certain conditions, such suppliers are required to credit the company for reductions in suppliers’ list prices.
The company’s portfolio is designed to enable technology across major industries and markets including industrial automation, edge and cloud computing, smart and connected devices, and transportation to deliver new technologies. Arrow aggregates disparate sources of electronics components, infrastructure software, and IT hardware to engineer complete solutions for customers on behalf of its suppliers.
The company’s portfolio is designed to enable technology across major industries and markets including industrial automation, edge and cloud computing, smart and connected devices, and transportation to deliver new technologies. Arrow aggregates disparate sources of electronic components, infrastructure software, and IT hardware to engineer complete solutions for customers on behalf of its suppliers.
Coupled with a range of services, solutions, and software, the company helps industrial and commercial customers introduce innovative products, reduce their time to market, and enhance their overall competitiveness. Arrow was incorporated in New York in 1946. Arrow’s diverse worldwide customer base consists of OEMs, VARs, MSPs, EMS providers, and other commercial customers.
Equipped with a range of services, solutions, and software, the company helps industrial and commercial customers introduce innovative products, reduce their time to market, and enhance their overall competitiveness. Arrow was incorporated in New York in 1946. Arrow’s diverse worldwide customer base consists of OEMs, VARs, MSPs, EMS providers, and other commercial customers.
As of December 31, 2024, this type of arrangement covered approximately 56% of the company’s consolidated inventories. In addition, under the terms of many such agreements, the company has the right to return to the supplier, for credit, a defined portion of those inventory items purchased within a designated period of time.
As of December 31, 2025, this type of arrangement covered approximately 56% of the company’s consolidated inventories. In addition, under the terms of many such agreements, the company has the right to return to the supplier, for credit, a defined portion of those inventory items purchased within a designated period of time.
Industrial customers range from major OEMs and EMS providers to small engineering and manufacturing firms, while commercial customers primarily include VARs, MSPs, and OEMs. No single customer accounted for more than 2% of the company’s 2024 consolidated sales.
Industrial customers range from major OEMs and EMS providers to small engineering and manufacturing firms, while commercial customers primarily include VARs, MSPs, and OEMs. No single customer accounted for more than 2% of the company’s 2025 consolidated sales.
The company believes in work that elevates career opportunities for employees and views its employees as career investors. Employees bring their unique talents, experiences, and perspectives to the organization through their daily work.
The company believes in work that elevates career opportunities for employees and views its employees as investors in their own future. Employees bring their unique talents, experiences, and perspectives to the organization through their daily work.
As such, the nature of the company’s business does not provide visibility of material forward-looking information from its customers and suppliers beyond a few months. No single supplier accounted for more than 8% of the company’s consolidated sales in 2024. The company believes that many of the products it sells are available from other sources at competitive prices.
As a result, the nature of the company’s business does not provide visibility of material forward-looking information from its customers and suppliers beyond a few months. No single supplier accounted for more than 8% of the company’s consolidated sales in 2025. The company believes that many of the products it sells are available from other sources at competitive prices.
Providing these services, primarily through the efforts of field application engineers, generally leads to longer and more profitable relationships that benefit the company as well as the company’s suppliers and customers.
Providing these services, primarily through the efforts of field application engineers, generally leads to longer and more profitable relationships that benefit the company as well as the company’s suppliers and 4 Table of Contents customers.
There is significant competition within each market sector and geography served that creates pricing pressure and the need to continually improve services.
There is significant competition within each market sector and region that creates pricing pressure and the need to continually improve services.
However, certain parts of the 5 Table of Contents company’s business, such as the company’s global ECS reportable segment, rely on a limited number of suppliers with the strategy of providing focused support, extensive product knowledge, and customized service to suppliers, MSPs, and VARs.
However, certain parts of the company’s business, such as global ECS, rely on a limited number of suppliers with the strategy of providing focused support, extensive product knowledge, and customized service to suppliers, MSPs, and VARs.
In addition to demand creation, 4 Table of Contents the company utilizes its sizable engineering resources to engage with customers in a variety of design engineering services, including software development, product design and integrated circuit design. Integration services are designed to provide a full suite of product lifecycle solutions for our customers.
In addition to demand creation, the company utilizes its engineering resources to engage with customers in a variety of design engineering services, including software development, product design and integrated circuit design. The company’s integration services are designed to provide a full suite of product lifecycle solutions for customers.
A supplier electing to terminate a distribution agreement may be required to purchase from the company the total amount of its products carried in inventory. As of December 31, 2024, this type of repurchase arrangement covered approximately 60% of the company’s consolidated inventories.
A supplier electing to terminate a distributor agreement may be required to purchase from the company the total amount of its products carried in inventory. As of December 31, 2025, this type of repurchase arrangement covered approximately 59% of the company’s consolidated inventories.
Efforts towards fostering a robust talent pipeline and supporting employee career opportunities are reflected in the company’s talent strategy through (a) internal talent development programs and retention initiatives that advance career opportunity for all employees, (b) hiring from a wide range of sources in support of a talent pool with a broad set of experiences and skills, and (c) training programs designed to emphasize principles that align to the company’s business strategy.
Efforts toward fostering a robust talent pipeline and supporting employee career opportunities are reflected in the company’s talent strategy through (a) internal talent development programs and retention initiatives that advance career opportunity for all employees, (b) hiring from a wide range of sources in support of a talent pool with a broad set of experiences and skills, and (c) training programs designed to strengthen skills and leadership capabilities in alignment with the company’s business strategy.
Within the global components reportable segment for 2024, sales of approximately 76% consist of semiconductor products and related services; approximately 16% consist of IP&E products, such as capacitors, resistors, potentiometers, power supplies, relays, switches, and connectors; approximately 5% consist of computing and memory; and approximately 3% consist of other products and services.
Within the global components segment for 2025, sales of approximately 72% consist of semiconductor products and related services; approximately 16% consist of IP&E products, such as capacitors, resistors, potentiometers, power supplies, relays, switches, and connectors; approximately 7% consist of computing and memory; and approximately 5% consist of other products and services.
Prior thereto, she served as Vice President, Chief Compliance Officer for more than five years. Richard J. Marano was appointed President, Global Components in August 2023. Prior thereto, he served as President, Americas Components since January 2020. Prior thereto, he served as Vice President, Sales, Americas Components for more than five years. Eric C.
Prior thereto, she served as Vice President, Chief Compliance Officer for more than five years. Richard J. Marano was appointed President, Global Components in August 2023. Prior thereto, he served as President, Americas Components since January 2020. Eric C. Nowak was appointed President, Global Enterprise Computing Solutions in April 2024.
The following table shows the company’s approximate headcount by region: ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas EMEA Asia/Pacific Headcount 5,850 7,850 7,820 ​ Talent Acquisition, Development, and Retention The company has long-standing goals for fostering belonging across the organization and strives to provide all employees with equal opportunities at all levels of the organization.
The following table shows the company’s approximate headcount by region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ​ ​ ​ EMEA ​ ​ ​ Asia/Pacific Headcount 5,860 8,020 8,350 ​ 7 Table of Contents Talent Acquisition, Development, and Retention The company has long-standing goals for fostering inclusion across the organization and strives to provide all employees with equal opportunities at all levels of the organization.
Along with the help of value-added services and capabilities, such as new product component integration, also known as, demand creation, design engineering services, and supply chain management, the company offers the convenience of accessing, from a single source, multiple technologies and products from its suppliers with rapid or scheduled deliveries.
Along with the help of value-added services and capabilities, such as supply chain services, engineering and design services, and integration services, the company offers the convenience of accessing, from a single source, multiple technologies and products from its suppliers with rapid or scheduled deliveries.
Information contained in the company’s corporate stewardship and impact report, and website, is not deemed part of, or incorporated by reference into, this Annual Report on Form 10‑K.
Information contained in the company’s Corporate Stewardship and Impact Report, and website, is not deemed part of, or incorporated by reference into, this Annual Report on Form 10‑K. Available Information Arrow’s website is located at www.arrow.com.
Global ECS The company’s global ECS reportable segment is a leading value-added provider of comprehensive computing solutions and services. The global ECS portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS brings broad market access, extensive supplier relationships, scale, and resources to help its VARs and MSPs meet the needs of their end-customers.
Global ECS Global ECS is a leading value-added provider of comprehensive computing solutions and services. The global ECS portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS brings broad market access, extensive supplier relationships, scale, and value-added solutions to help VARs and MSPs tailor complex IT solutions to fit the needs of their end-users.
Nowak was appointed President, Global Enterprise Computing Solutions in April 2024. Prior thereto, he served as President, EMEA Enterprise Computing Solutions for more than five years. Gretchen K. Zech was appointed Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer in February 2022.
Prior thereto, he served as President, EMEA Enterprise Computing Solutions for more than five years. Gretchen K. Zech was appointed Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer in February 2022. Prior thereto, she served as Senior Vice President and Chief Human Resources Officer of the company for more than five years. ​ 9 Table of Contents
Global ECS works with VARs and MSPs to tailor complex IT solutions for their end-users. Arrow’s customers have access to various services including engineering and integration support, warehousing and logistics, marketing resources, and authorized hardware and software training. Global ECS suppliers benefit from demand creation, speed to market, and efficient supply chain management.
Arrow’s customers have access to various services including engineering and integration support, warehousing and logistics, marketing resources, and authorized hardware and software training. Global ECS suppliers benefit from demand creation, speed to market, and efficient supply chain management.
Zech 55 Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer ​ Set forth below is a brief account of the business experience during the past five years of each executive officer of the company. 8 Table of Contents Sean J. Kerins was appointed President, Chief Executive Officer in June 2022.
Zech 56 Senior Vice President, Chief Governance, Sustainability, and Human Resources Officer ​ Set forth below is a brief account of the business experience during the past five years of each executive officer of the company. William F. Austen was appointed Interim President, Chief Executive Officer in September 2025.
The company has operations in each of the three largest electronics markets; the Americas; the EMEA; and the Asia/Pacific regions. Arrow’s business strategy is to be the premier, technology-centric, go-to-market and supply chain services company.
Refer to Note 16 - “Segment and Geographic Information” within Item 8 for financial information about the company’s reportable segments and geographic operations. The company has operations in each of the three largest electronics markets; the Americas; the EMEA; and the Asia/Pacific regions. Arrow’s business strategy is to be the premier, technology-centric, go-to-market and supply chain services company.
Jean-Claude 57 Senior Vice President, Chief Legal Officer and Secretary Richard J. Marano 60 President, Global Components Eric C. Nowak 61 President, Global Enterprise Computing Solutions Gretchen K.
Austen 67 Interim President, Chief Executive Officer Rajesh K. Agrawal 60 Senior Vice President, Chief Financial Officer Carine L. Jean-Claude 58 Senior Vice President, Chief Legal and Compliance Officer, and Secretary Richard J. Marano 61 President, Global Components Eric C. Nowak 62 President, Global Enterprise Computing Solutions Gretchen K.
Within the global ECS reportable segment for 2024, sales of approximately 26% consist of storage, 20% consist of software applications, 18% consist of security, 16% consist of compute, 6% consist of data intelligence, 6% consist of networking, and 8% consist of other products and services. Customers and Suppliers The company and its affiliates serve thousands of industrial and commercial customers.
Within the global ECS segment for 2025, sales of approximately 27% consist of software applications, 25% consist of storage, 15% consist of security, 14% consist of compute, 5% consist of data intelligence, 5% consist of networking, and 9% consist of other products and services. 5 Table of Contents Customers and Suppliers The company and its affiliates serve thousands of industrial and commercial customers.
For example, over 70% of open manager-level and above positions were filled internally during 2024 and 2023. 7 Table of Contents The company believes in rewards that improve performance outcomes and endorses a pay-for-performance philosophy via performance differentiation and rewarding employees through compensation and benefits.
These programs create value by growing employee capability, which in turn facilitates business growth and career growth opportunities. For example, over 70% of open manager-level and above positions were filled internally during 2025 and 2024. The company believes in rewards that improve performance outcomes and endorses a pay-for-performance philosophy via performance differentiation and rewarding employees through compensation and benefits.
The company also faces competition from companies entering or expanding into the logistics and product fulfillment, electronic catalog distribution, and e-commerce supply chain services markets. As the company seeks to expand its business into new areas in order to stay competitive in the market, the company may encounter increased competition from its current and/or new competitors.
As the company seeks to expand its business into new areas in order to stay competitive in the market, the company may encounter increased competition from its current and/or new competitors.
Global Components The company’s global components reportable segment markets and distributes electronic components enabled by a comprehensive range of value-added capabilities and services. The company utilizes its vast marketing, integration and global logistics footprint to provide customers with the ability to deliver the latest semiconductor and IP&E technologies to the market.
The company utilizes its vast marketing, integration and global logistics footprint to provide customers with the ability to deliver the latest semiconductor and IP&E technologies to the market.
The company’s supply chain services are intended to serve customers’ direct supply chain and provide fee-based revenue opportunities, targeting the most complex electronics supply chains in the world.
The company’s supply chain services are intended to serve customers’ direct supply chain and provide fee-based revenue opportunities, targeting the most complex electronics supply chains in the world. The company utilizes its engineering resources to engage with customers in a variety of design engineering services, including software development, product design and integrated circuit design.
Other competitive factors include rapid technological changes, product availability, credit availability, speed of delivery, ability to tailor solutions to customer needs, quality and depth of product lines and training, as well as service and support provided by the distributor to the customer.
Other competitive factors include rapid technological changes, product availability, credit availability, speed of delivery, ability to tailor solutions to customer needs, quality and depth of product lines and training, as well as service and support provided by the distributor to the customer. 6 Table of Contents The company also faces competition from companies entering or expanding into the logistics and product fulfillment, electronic catalog distribution, and e-commerce supply chain services markets.
The company aims to help enable secure and consistent supply chains, and drive growth on behalf of its suppliers.
The company aims to help enable secure and consistent supply chains, and drive growth on behalf of its suppliers. Global Components Global components markets and distributes electronic components enabled by a comprehensive range of value-added capabilities and services.
The company supports development for the global workforce through targeted curricula and tools focused on building skills and capabilities at each career stage. Arrow also offers a suite of enterprise leadership training and development programs. These programs create value by growing employee capability, which in turn facilitates business growth and career growth opportunities.
The company supports development for the global workforce through targeted curricula and tools focused on building skills and capabilities at each career stage. The company also offers a suite of enterprise leadership training and development programs designed to build a future-ready talent pipeline that supports enterprise succession.
These customers include manufacturers of products serving industries including industrial, automotive and transportation, telecommunications, and consumer electronics, among others. The company has two reportable segments, global components and global ECS.
These customers include manufacturers of products serving industries including industrial, automotive and transportation, computing, networking and communications, among others. The company has two reportable segments, global components and global ECS. The company distributes electronic components to OEMs and EMS providers through its global components segment and provides enterprise computing solutions to VARs and MSPs through its global ECS segment.
Human Capital Arrow’s business strategy is to be the premier, technology-centric, go-to-market and supply chain services company. The company’s talent strategy powers that business strategy through its people.
Additional information related to environmental liabilities is set forth under the heading “Environmental Matters” in Note 15 - “Contingencies” within Item 8 and is incorporated herein by reference. ​ Human Capital Arrow’s business strategy is to be the premier, technology-centric, go-to-market and supply chain services company. The company’s talent strategy powers that business strategy through its people.
The company’s talent ecosystem spans 52 countries, with the strategic vision of excelling in the business to drive more scale, extending the company’s value, and winning in the market with the strength of its people and culture.
The company’s talent ecosystem spans 52 countries, with the strategic vision of excelling in the business to drive more scale, extending the company’s value, and winning in the market with the strength of its people and culture. ​ The company believes its broad portfolio is made possible by a talented group of professionals who understand its suppliers’ and customers’ problems from numerous perspectives and curate forward-looking, comprehensive solutions.
Government Regulation The company is subject to, and endeavors to comply with, various government regulations in the United States and various foreign jurisdictions in which it operates. These regulations cover several diverse areas including trade compliance, antitrust, anti-bribery, anti-corruption, money laundering, securities, environmental, labor and employment, and data and privacy protection.
Government Regulation The company is subject to, and endeavors to comply with, various laws and regulations in the United States and various foreign jurisdictions in which it operates.
The company also uses its website as a tool to disclose important information about the company and comply with our disclosure obligations under Regulation Fair Disclosure. The company does not intend this internet address to be an active link or to otherwise incorporate the contents of the website into this Annual Report on Form 10-K.
The company also uses the Investor Relations website as a tool to disclose important information about the company and comply with its disclosure obligations under Regulation Fair Disclosure.
Services include design engineering from prototyping to volume production readiness, worldwide logistics and fulfillment capabilities, and scalable manufacturing and customer support. Supply chain service offerings include procurement, logistics, warehousing, financial management, and insights from data analytics. Arrow provides logistics support and process and systems expertise to improve customer’s supply chain execution, visibility, resilience, and optimization.
Services include design engineering from prototyping to volume production readiness, worldwide logistics and fulfillment capabilities, and scalable manufacturing and customer support.
The company’s business results depend in part on its ability to successfully manage human capital resources, including attracting, identifying, and retaining key talent. Factors that may affect the company’s ability to attract and retain qualified employees include employee morale, its reputation, competition from other employers, and availability of qualified individuals.
Factors that may affect the company’s ability to attract and retain qualified employees include its reputation, employee engagement, competition from other employers, and availability of qualified individuals. The company and its affiliates employed approximately 22,230 employees worldwide as of December 31, 2025.
Most of the company’s customers require delivery of their orders on schedules or volumes that are generally not available directly from manufacturers. Demand creation efforts are intended to promote the future sale of suppliers’ products through registered engineered designs and schematics showing the use of suppliers’ components in the company’s customers’ future products.
The company is differentiated by its ability to deliver breakthrough products with device to digital applications, backed by long-term customer relationships. In addition to engineering services, demand creation efforts are intended to promote the future sale of suppliers’ products through registered engineered designs and schematics showing the use of suppliers’ components in the company’s customers’ future products.
The company distributes electronic components to OEMs and EMS providers through its global components reportable segment and provides enterprise computing solutions to VARs and MSPs through its global ECS reportable segment. The company maintains over 140 sales facilities and 36 distribution and value-added centers, serving over 85 countries.
The company maintains over 140 sales facilities and 39 distribution and value-added centers, serving over 85 countries. In 2025, approximately 70% of the company’s sales were from global components, and approximately 30% of the company’s sales were from global ECS.
Information about the Executive Officers The following table sets forth the names, ages, and the positions held by each of the executive officers of the company as of February 11, 2025: ​ ​ ​ ​ ​ ​ Name Age Position Sean J. Kerins 62 President, Chief Executive Officer Rajesh K. Agrawal 59 Senior Vice President, Chief Financial Officer Carine L.
The SEC’s website ( www.sec.gov) contains reports, proxy and information statements, and other information regarding Arrow and other public companies. 8 Table of Contents Information about the Executive Officers The following table sets forth the names, ages, and the positions held by each of the executive officers of the company as of February 10, 2026: ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position William F.
Available Information The company files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and other documents with the SEC under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).
The company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and any amendments to these filings are available free of charge through Arrow’s Investor Relations website (investor.arrow.com) as soon as reasonably practicable after they are filed with the SEC.
Prior thereto, he served as Chief Operating Officer since December 2020. Prior thereto, he served as President, Global Enterprise Computing Solutions for more than five years. Rajesh K. Agrawal was appointed Senior Vice President, Chief Financial Officer in September 2022.
He has served on the company’s Board of Directors since May 2020, including as Chair of the Corporate Governance Committee from May 2022 until September 2025. Prior thereto, he served as President, Chief Executive Officer and a director at Bemis Company, Inc. from 2014 to 2019. Rajesh K. Agrawal was appointed Senior Vice President, Chief Financial Officer in September 2022.
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For 2024, approximately 72% of the company’s sales were from the global components reportable segment, and approximately 28% of the company’s sales were from the global ECS reportable segment. The financial information about the company’s reportable segments and geographic operations is found in Note 16 to the consolidated financial statements.
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Most of the company’s customers require delivery of their orders on schedules or volumes that are generally not available directly from manufacturers. Supply chain service offerings include procurement, logistics, warehousing, financial management, and insights from data analytics. The company provides logistics support, as well as expertise in processes and systems to improve customer’s supply chain execution, visibility, resilience, and optimization.
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The company’s long term financial objectives are to grow sales faster than the market, increase the markets served, grow profits faster than sales, generate earnings per share growth in excess of competitors’ earnings per share growth and market expectations, allocate and deploy capital effectively so that return on invested capital exceeds the company’s cost of capital, and increase return on invested capital.
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Additionally, global ECS partners with certain suppliers to manage part or all of their go-to-market activities through strategic outsourcing agreements, which consist of certain non-cancellable multi-year purchase obligations. Through a contractual fee model, global ECS enables suppliers to outsource specific selling and marketing activities, allowing suppliers to concentrate on designing and enhancing their products.
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To achieve its objectives, the company seeks to capture significant opportunities to grow across products, markets, and geographies. To supplement its organic growth strategy, the company continually evaluates strategic acquisitions to broaden its product and value-added service offerings, increase its market penetration, and expand its geographic reach. The company is also committed to improving operational efficiency.
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This approach not only streamlines suppliers’ operations but also ensures suppliers can allocate resources more effectively to drive innovation and growth in their software solutions.
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Regulatory or government authorities where the company operates may have enforcement powers that can subject the company to legal penalties or other measures and can impose changes or conditions in the way it conducts business.
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The requirements of these laws and regulations vary significantly across these jurisdictions and involve numerous subject areas, including the importation and exportation of goods, international trade restrictions, data and privacy protection, anti-trust, anti-corruption, anti-money laundering, environmental protection, and labor and employment practices.
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For example, local authorities may disagree with how the company classifies its products for trade and taxation purposes, and the company may be required to change its classifications, which could increase the company’s operating costs or subject it to increased taxes or fines and penalties.
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Additionally, as the company’s customers include U.S. government agencies, the company is subject to additional requirements applicable to government contractors. The company’s policies and procedures require that the company and individuals acting on its behalf comply with applicable legal and regulatory requirements.
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Increased government scrutiny of the company’s actions or 6 Table of Contents enforcement could materially and adversely affect its business or damage its reputation.
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The company maintains a robust compliance program to monitor ongoing changes to, and promote compliance with, relevant laws and regulations. For more information about the company’s risks related to legal and regulatory matters, refer to “Risk Factors” in Part I, Item 1A.
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In addition, the company may conduct, or it may be required to conduct, internal investigations or face audits or investigations by one or more domestic or foreign governments or regulatory agencies, which could be costly and time-consuming, and could damage the company’s reputation or could divert management and key personnel from the company’s business operations.
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The information contained on, or that may be accessed through, Arrow’s websites is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document the company files with the SEC, and all references to the company’s websites are intended to be inactive textual references only.
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Additional information relating to environmental liabilities is set forth under the heading “Environmental Matters” in Note 15, “Contingencies” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this 10-K and is incorporated herein by reference. ​ For further discussion of the matters discussed above related to government regulations and environmental liabilities refer to “Risk Factors” in Part I, Item 1A.
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The company and its affiliates employed approximately 21,520 employees worldwide as of December 31, 2024.
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The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The company’s SEC filings are available to the public on the SEC’s website at www.sec.gov .
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A copy of any of the company’s filings with the SEC, or any of the agreements or other documents that constitute exhibits to those filings, can be obtained by request directed to the company at the following address and telephone number: Arrow Electronics, Inc. 9151 East Panorama Circle Centennial, Colorado 80112 (303) 824-4000 Attention: Corporate Secretary The company also makes these filings, and amendments to these filings, available, free of charge, through its Investor Relations website (investor.arrow.com/investors) as soon as reasonably practicable after the company files such materials with the SEC.
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Prior thereto, she served as Senior Vice President and Chief Human Resources Officer of the company for more than five years. ​ 9 Table of Contents

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

100 edited+14 added−36 removed25 unchanged
Biggest changeAcquisitions and divestitures involve numerous risks, including: ​ • effectively combining the acquired operations, technologies, or products; • unanticipated costs or assumed or retained liabilities, including, but not limited to, those associated with combining and integrating operations, technologies, and facilities; • costs associated with regulatory actions or investigations; • difficulty identifying potential acquirers or other divestiture options on favorable terms; • the inability to retain and obtain required regulatory approvals, licenses, and permits; • delayed completion due to local consultation laws; • not realizing the anticipated financial benefit from the acquired companies; • in the event the acquisition is funded with proceeds of indebtedness, increased interest costs; • diversion of management’s attention; • negative effects on existing customer and supplier relationships; • disruption due to the integration and rationalization of operations, products, technologies, and personnel; • liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, environmental issues and remediation expenditures, and other known and unknown liabilities; • change in the company’s effective tax rate; • difficulty separating assets or businesses (or portions thereof) from the company’s other businesses; • decrease in margins, loss of revenue, operating income, or disruption to customer relationships as a result of a divestiture; 13 Table of Contents • litigation or other claims in connection with an acquired company or a divestiture, including claims from terminated employees, customers, current or former equity holders, or other third parties; • significant costs associated with exit or disposal activities or related impairment charges; and • potential loss of key employees of the company or acquired companies. ​ If the company is not able to successfully manage any of these risks in relation to future acquisitions or divestitures, it could have a material adverse effect on the company’s business. ​ If the company fails to adequately invest successfully in and introduce digital, artificial intelligence (“AI”), and other technological developments, or its suppliers are not able to continue to offer competitive components and electronic computing solutions, it could materially adversely impact results.
Biggest changeAcquisitions and divestitures involve numerous risks, including: ​ • effectively combining and integrating the acquired operations, technologies, or products; • unanticipated costs or assumed or retained liabilities, including, but not limited to, those associated with combining and integrating operations, technologies, and facilities; • costs associated with regulatory approvals, actions, or investigations; • difficulty identifying potential acquirers or other divestiture options on favorable terms; • the inability to retain and obtain required regulatory approvals, licenses, and permits; • delayed completion due to local consultation laws; • not realizing the anticipated financial benefit from the acquired companies; • in the event the acquisition is funded with proceeds of indebtedness, adverse impacts on the company’s leverage ratios and an associated downgrade of its credit rating as well as increased interest costs; • diversion of management’s attention; • negative effects on existing customer and supplier relationships; • disruption due to the integration and rationalization of operations, products, technologies, and personnel; • liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims; data privacy and security issues; violations of laws and regulations; liabilities associated with violations of anticorruption, sanctions, or trade control laws; commercial disputes; tax liabilities; environmental issues and remediation expenditures; and other known and unknown liabilities; • change in the company’s effective tax rate; • difficulty separating assets or businesses (or portions thereof) from the company’s other businesses; • decrease in margins, loss of revenue, operating income, or disruption to customer relationships as a result of a divestiture; • litigation or other claims in connection with an acquired company or a divestiture, including claims from terminated employees, customers, current or former equity holders, or other third parties; • significant costs associated with exit or disposal activities or related impairment charges; and • potential loss of key employees of the company or acquired companies. ​ If the company is not able to successfully manage any of these risks in relation to future acquisitions or divestitures, it could have a material adverse effect on the company’s business. ​ Cybersecurity, Privacy, and Technology Risks ​ Cybersecurity incidents may hurt the company’s business, damage its reputation, increase its costs, and cause losses. ​ The company’s information technology and other systems could be subject to significant cybersecurity and privacy incidents, including, but not limited to, invasion, malicious intrusion, inducement (fraudulent or otherwise) by third parties to obtain information from employees, customers, or suppliers; cyber-attacks; ransom demands; cybersecurity breaches caused by third parties as well as employees and others with authorized access; social engineering; nation-state attacks; exploitation of unpatched or unmanaged vulnerabilities; or destruction or other misuse of data that could harm the company, its operations, or its competitive position.
Third parties (including companies which acquire patents for the purpose of seeking artificial licensing revenue and not actually developing technology) may assert patent, copyright and/or other intellectual property rights to technologies that are important to the company’s business, for which the company may not be able to obtain indemnification.
Third parties (including companies which acquire patents for the purpose of seeking artificial licensing revenue and not actually developing technology) may assert patent, copyright, or other intellectual property rights to technologies that are important to the company’s business, for which the company may not be able to obtain indemnification.
Additionally, the company has made, and may continue to make, acquisitions of, or investments in new services or technologies to expand its current service offerings and product lines, which may involve risks that may differ from those traditionally associated with the company’s core distribution business.
Additionally, the company has made, and may continue to make, acquisitions of, or investments in new services or technologies to expand its current service offerings and product lines, which may involve risks that may differ from those traditionally associated with the company’s core business.
Under the terms of any additional external financing, the company may incur higher financing expenses and become subject to additional onerous restrictions and covenants that may adversely impact the company’s operations and ability to pursue strategic initiatives.
Under the terms of any additional external financing, the company may incur higher financing expenses and become subject to additional restrictions and covenants that may adversely impact the company’s operations and ability to pursue strategic initiatives.
Although many of the company’s suppliers provide the company with certain protections from the loss in value of inventory (such as price protection and certain rights of return), the company cannot be sure that (i) such protections will fully compensate it for the loss in value, (ii) the suppliers will choose to, or be able to, honor such agreements, or (iii) the company will be able to continue to secure such protections in the future.
Although some of the company’s suppliers provide the company with certain protections from the loss in value of inventory (such as price protection and certain rights of return), the company cannot be sure that (i) such protections will fully compensate it for the loss in value, (ii) the suppliers will choose to, or be able to, honor such agreements, or (iii) the company will be able to continue to secure such protections in the future.
To the extent that the company’s significant suppliers reduce the number of products they sell through distribution or cease selling their products through distribution entirely, experience disruptions in their supply chains, cease to continue doing business with the company, or are unable to continue to meet or significantly alter their obligations, the company’s business could be materially adversely affected.
To the extent that the company’s significant suppliers reduce the number of products they sell through distribution, cease selling their products through distribution entirely, experience disruptions in their supply chains, cease doing business with the company, or are unable to continue to meet their obligations, the company’s business could be materially adversely affected.
Further, the company’s ability to avoid such liabilities pursuant to defective product provisions in its supplier agreements may be limited as a result of differing factors, such as the inability to exclude such damages due to third party contractual provisions or the laws of some of the countries where the company does business.
Further, the company’s ability to avoid such liabilities pursuant to defective product provisions in its supplier agreements may be limited as a result of various factors, such as the inability to exclude such damages due to third party contractual provisions or the laws of some of the countries where the company does business.
Further, the company may be unable to borrow additional amounts under the relevant credit facility or under its other credit facilities (in the event of a cross- 20 Table of Contents default), and as a result may be unable to make acquisitions, fund share repurchases, or meet other financial obligations.
Further, the company may be unable to borrow additional amounts under the relevant credit facility or under its other credit facilities (in the event of a cross-default), and 21 Table of Contents as a result may be unable to make acquisitions, fund share repurchases, or meet other financial obligations.
The company’s ability to satisfy its cash needs depends on its ability to generate cash from operations and to access the financial markets, both of which are subject to general economic, financial, competitive, legislative, regulatory, and other factors that may be beyond its control. ​ The company’s ability to obtain external financing is affected by various factors, including general financial market conditions, the company’s debt ratings, and the company’s financial performance.
The company’s ability to satisfy its cash needs depends on its ability to generate cash from operations and to access the financial markets, both of which are partially subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the company’s control. ​ The company’s ability to obtain external financing is affected by various factors, including general financial market conditions, the company’s debt ratings, and the company’s financial performance.
Moreover, any insurance or indemnification rights that the company has may be insufficient or unavailable to protect the company against potential loss exposures. Certain of the company’s products and services include intellectual property owned primarily by the company’s third-party suppliers and, to a lesser extent, the company itself, and risk of litigation regarding these intellectual property rights exists.
Moreover, any insurance or indemnification rights that the company has may be insufficient or unavailable to protect the company against potential loss exposures. ​ Certain of the company’s products and services include intellectual property owned primarily by the company’s third-party suppliers and, to a lesser extent, the company itself, and there is risk of litigation regarding these intellectual property rights.
Such robust competition broadly, and within each market sector and geography, creates pricing and margin pressure and continuous demand for the company to improve service and product offerings. Additionally, some of the company’s competitors may have more extensive customer and/or supplier bases than the company in one or more of its market sectors.
Such robust competition broadly, and within each region and market sector, creates pricing and margin pressure and continuous demand for the company to improve service and product offerings. Additionally, some of the company’s competitors may have more extensive customer and/or supplier bases than the company in one or more of its regions and/or market sectors.
The company’s distribution process also includes the use of third parties that operate outside of the company’s direct control. Noncompliance with applicable import, export, and other laws and regulations by these third parties may result in substantial liability to the company and harm the company’s reputation. Further, the company is also subject to the U.S.
The company’s distribution process also includes the use of third parties that operate outside of the company’s direct control. Noncompliance with applicable import, export, and other laws, regulations, or executive orders by these third parties may result in substantial liability to the company and harm the company’s reputation. ​ Further, the company is also subject to the U.S.
If the company fails to maintain an effective system of internal controls, or if management or the company’s independent registered public accounting firm discovers material weaknesses in the company’s internal controls, it may be unable to produce reliable financial reports or prevent fraud, which could have a material adverse effect on the company’s business.
If the company fails to maintain an effective system of internal controls, or if management or the company’s independent registered public accounting firm discovers a material weakness in the company’s internal controls, the company may be unable to produce reliable financial reports or prevent fraud, which could have a material adverse effect on the company’s business.
Datasets used to train the models which support the company’s AI offerings or internal use may be insufficient or contain biased information or lead to unexpected or unintended outcomes, which could erode trust in the company’s AI systems and subject the company to competitive harm, regulatory action, and legal liability.
In addition, AI algorithms may be flawed. Datasets used to train the models which support the company’s AI offerings or internal use may be insufficient or contain biased information or lead to unexpected or unintended outcomes, which could erode trust in the company’s AI systems and subject the company to competitive harm, regulatory action, and legal liability.
The company may incur impairment charges on goodwill or identifiable intangible assets if it determines that the fair values of the goodwill or identifiable intangible assets are less than their current carrying values.
The company may incur impairment charges on goodwill or identifiable intangible assets if it determines that the fair value of the goodwill or identifiable intangible assets are less than their current carrying value.
Due to the evolving nature of such threats, considering new and sophisticated methods used by criminals, including phishing, misrepresentation, social engineering, and forgery, it is increasingly difficult for the company to anticipate and adequately mitigate these risks.
Due to the evolving nature of such threats, considering new and sophisticated methods used by criminals, including phishing, misrepresentation, social engineering, deepfake video and audio, and forgery, it is increasingly difficult for the company to anticipate and adequately mitigate these risks.
For example, the ability of customers to access their accounts, place orders, and otherwise interface with the company using digital technology is an important aspect of the distribution industry, and distribution companies are rapidly introducing new digital and other technology-driven products and services that aim to offer a better customer experience and reduce costs.
For example, the ability of customers to access their accounts, place orders, and otherwise interface with the company using digital technology is an important aspect of the distribution industry, and distribution companies are rapidly introducing new digital and other technology-driven products and services that aim to improve customer experience and reduce costs.
This circumstance would have a material adverse effect on the company’s financial position and results of operations. The company’s goodwill and identifiable intangible assets could become impaired, which could reduce the value of its assets and reduce its net income in the year in which the write-off occurs.
Any such circumstance would have a material adverse effect on the company’s financial position and operations. ​ The company’s goodwill and identifiable intangible assets could become impaired, which could reduce the value of its assets and reduce its net income in the year in which the write-off occurs.
The company can be held liable under these laws for the corrupt or other illegal activities of its employees, agents, contractors, counterparties, and third parties it engages to provide services, even if it does not explicitly authorize or have actual knowledge of such activities.
The company can be held liable under these laws, which are often interpreted broadly, for the corrupt or other illegal activities of its employees, agents, contractors, counterparties, and third parties it engages to provide services, even if it does not explicitly authorize or have actual knowledge of such activities.
The company may not be able to effectively monitor the activities of all of its employees involved in regulated export or shipment activities, which may lead to the company’s failure to prevent violations of such regulations. 16 Table of Contents ​ Non-compliance with the EAR, OFAC regulations, or other applicable export regulations can result in a wide range of penalties including the denial or restriction of export privileges, significant fines, criminal penalties, and the seizure of inventories, any of which could have a material adverse effect on the company’s business.
The company may not be able to effectively monitor the activities of all of its employees involved in regulated export or shipment activities, which may lead to the company’s failure to prevent violations of such regulations. ​ Failure to obtain and apply required authorizations, or other non-compliance with the EAR, OFAC regulations, or other applicable export regulations could result in a wide range of penalties including the denial or restriction of export privileges, significant fines, criminal penalties, and the seizure of inventories, any of which could have a material adverse effect on the company’s business.
If the company is deemed to have violated these executive orders and any related laws or regulations, it may jeopardize the ability of the company’s business units to continue to do business as federal contractors or subcontractors, resulting in decreases in the company’s overall revenue. 19 Table of Contents Financial Risks The company may not have adequate or cost-effective liquidity or capital resources, which could have a material adverse impact on its ability to maintain cash necessary to operate its business or return capital to shareholders.
If the company is deemed to have violated these executive orders and any related laws or regulations, it may jeopardize the ability of the company’s business units to continue to do business as federal contractors or subcontractors, and could negatively affect the company’s revenue. ​ 20 Table of Contents Financial Risks The company may not have adequate or cost-effective liquidity or capital resources, which could have a material adverse impact on its ability to maintain cash necessary to operate its business or return capital to shareholders.
The company and its service providers have been, and continue to be, the subject of cyber-attacks.
The company and its service providers have been, and continue to be, the subjects of cyber-attacks.
The discovery of contamination for which the company is responsible, the enactment of new laws and regulations, or changes in how existing regulations are enforced, could require the company to incur costs for compliance or subject it to unexpected liabilities. 17 Table of Contents Additionally, long-term climate change impacts, including the frequency and magnitude of severe weather events, and natural disasters, may significantly impact the company’s operations and business, either directly or indirectly, by adversely affecting the price and availability of energy, and the supply of other services or materials throughout the company’s supply chain, any of which could have a material adverse effect on the company’s business.
The discovery of environmental contamination, the enactment of new laws and regulations, or changes in the enforcement of existing regulations, could require the company to incur costs for compliance or subject it to unexpected liabilities. ​ Additionally, long-term climate change impacts, including the frequency and magnitude of severe weather events and natural disasters may significantly impact the company’s operations and business, either directly or indirectly, by adversely affecting the price and availability of energy, and the supply of other services or materials throughout the company’s supply chain, any of which could have a material adverse effect on the company’s business.
Because the techniques used to cause these incidents and gain unauthorized access to, disable, or sabotage the company’s information technology systems and data 15 Table of Contents stored on those systems change frequently and often are not recognized until launched, the company may be unable to anticipate them or to implement adequate preventive or protective measures to guard against them.
Because the techniques used to cause these incidents and gain unauthorized access to, disable, or sabotage the company’s information technology systems and data stored on those systems change frequently and often are not recognized until they are initiated, the company may be unable to anticipate them or to implement adequate preventive or protective measures to guard against them.
As a result of the significant extent of the company’s international business and operations, the company is subject to a variety of risks, including the following: ​ • import and export regulations that could erode profit margins or restrict exports; • the burden and cost of compliance with international laws, regulations, treaties, and technical standards, including, without limitation, with respect to tax; • potential restrictions on transfers of funds; • trade protection measures, import and export tariffs and other restrictions, duties, and value-added taxes; • transportation delays and interruptions; • uncertainties arising from local business practices and cultural considerations; • foreign laws that potentially discriminate against or disfavor companies headquartered outside the relevant jurisdiction; • stringent antitrust regulations in local jurisdictions; • volatility associated with sovereign debt of certain international economies; • various jurisdictions’ environmental protection laws and regulations, including those related to climate change and sustainability disclosures; • non-compliance with local laws; • potential social unrest, military conflicts, government shutdowns and disruptions, and other geopolitical risks and uncertainties; and • currency fluctuations. ​ See also “ The company is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, anti-bribery laws, and anti-money laundering laws and regulations, as well as tariffs and trade protectionism.
As a result of the significant extent of the company’s international business and operations, the company is subject to a variety of risks, including: ​ • import and export regulations that could erode profit margins or restrict international sales and transportation of products; • potential social unrest, military conflicts, government shutdowns and disruptions, and other geopolitical risks and uncertainties; • the burden and cost of compliance with international laws, regulations, treaties, and technical standards, including, without limitation, with respect to tax; • currency fluctuations; • trade protection measures, import and export tariffs and other restrictions, duties, and value-added taxes; • potential restrictions on transfers of funds; • transportation delays and interruptions; • uncertainties arising from local business practices and cultural considerations; • foreign laws that potentially discriminate against or disfavor companies headquartered outside the relevant jurisdiction; • stringent antitrust regulations in local jurisdictions; • volatility associated with sovereign debt of certain countries; • various jurisdictions’ environmental protection laws and regulations, including those related to climate change and sustainability disclosures; and • non-compliance with local laws. 10 Table of Contents See also “ The company is subject to laws, regulations, and executive orders that could have a negative impact on the company’s business, including, without limitation, export and import controls, tariffs, sanctions, embargoes, international trade restrictions, anti-corruption laws, and anti-money laundering laws.
While cybersecurity incidents have not caused any material interruption to the company’s business, strategy, results of operations, or financial condition, there can be no assurance that such incidents will not have a material adverse impact on the company in the future. ​ Any such incident, whether successful or unsuccessful, could result in, without limitation, disruption to the company’s operations; loss or compromise of, or damage to, the company’s or any of its customers’ or suppliers’ data, confidential information; significant legal, regulatory, and financial exposure; damage to the company’s reputation; significant costs related to rebuilding internal systems, managing company brand and reputation, litigation, fines, damages, responding to regulatory inquiries, and taking other remedial steps; loss of competitive advantage; and a loss of confidence in the security of the company’s information technology systems, any of which could have an adverse impact on the company’s business, including by impairing the company’s ability to sell its products and services.
While cybersecurity incidents have not had a material impact on the company’s business, strategy, results of operations, or financial condition, there can be no assurance that such incidents will not have a material adverse impact on the company in the future. ​ 15 Table of Contents Any such incident, whether successful or unsuccessful, could result in, without limitation, disruption to the company’s operations; loss or compromise of, or damage to, the company’s or any of its customers’, suppliers’, or end-users’ data; theft and misuse of confidential or personal information; significant legal, regulatory, and financial exposure; damage to the company’s reputation; significant costs related to rebuilding internal systems, managing company brand and reputation, litigation, fines, damages, responding to regulatory inquiries, and taking other remedial steps; loss of competitive advantage; and a loss of confidence in the security of the company’s information technology systems, any of which could have an adverse impact on the company’s business and relationships with customers or suppliers, including by impairing the company’s ability to sell its products and services.
If any such actions are instituted against the company, and it is not successful in defending itself or asserting its rights, those actions could result in the imposition of significant civil, criminal, and administrative penalties, which could have a significant impact on the company’s business.
If the company is not successful in defending itself or asserting its rights in any such actions, those actions could result in the imposition of significant civil, criminal, and administrative monetary judgments or penalties, which could have a significant impact on the company’s business.
These laws prohibit the use of certain substances in the manufacture of products sold by the company and impose a variety of requirements for modification of manufacturing processes, registration, chemical testing, labeling, and other matters. Failure to comply with these laws or any other applicable environmental regulations could result in fines or suspension of sales.
These laws and regulations prohibit the use of certain substances in the manufacture of products sold by the company and impose a variety of requirements for manufacturing processes, registration, chemical testing, labeling, and other activities. Failure to comply with these laws and regulations could result in litigation, fines, or suspension of sales.
Such matters are unpredictable. Managing, defending, and responding to claims, investigations, and lawsuits may divert management’s attention, damage the company’s reputation, and cause the company to incur significant expenses, even if there is no evidence that the company is at fault.
Such matters are unpredictable. Managing, defending, and responding to claims, investigations, and lawsuits may divert management’s attention, damage the company’s reputation, and cause the company to incur significant expenses, even if there is no evidence of wrongdoing by the company.
In addition, designing and implementing measures to defend against, prevent, and detect these types of activities are increasingly costly and invasive to the operations of the business. Misconduct or failure of its employees or contractors to adhere to company policy may further heighten such risks.
In addition, designing and implementing measures to defend against, prevent, and detect these types of activities are increasingly costly and invasive to business operations. Misconduct or failure by employees or contractors to adhere to the company’s policies and procedures may further heighten such risks.
Refer to Note 9 of the Notes to the Consolidated Financial Statements for discussion of the “Operating Expense Efficiency Plan.” The Operating Expense Efficiency Plan could adversely impact the company due to any of the following: a decrease in employee morale; difficulty hiring qualified employees in other regions; current cost-effective regions becoming more expensive; inefficiency due to geographic segmentation of employees and operations; disruptions in operations; unanticipated delays encountered in finalizing the scope of, and implementing, the restructuring; failure to achieve targeted cost savings; failure to meet operational targets and customer requirements; failure to manage supplier relationships; and failure to maintain adequate internal control over financial reporting.
For further discussion of the Plan, refer to Note 9 - “Restructuring, Integration, and Other” within Item 8. ​ The Operating Expense Efficiency Plan could adversely impact the company due to any of the following: a decrease in employee morale; difficulty hiring qualified employees; current cost-effective regions becoming more expensive; inefficiency due to geographic segmentation of employees and operations; disruptions in operations; delays in finalizing the scope of, and implementing, the restructuring; failure to achieve targeted cost savings; failure to meet operational targets and customer requirements; failure to manage supplier relationships; and failure to maintain adequate internal control over financial reporting.
During 2023, the company’s global components reportable segment entered a cyclical downturn characterized by declining sales due to elevated customer inventory levels, which were largely a result of the normalization of shortages in electronic components markets towards the end of 2022.
During 2023, the company’s global components reportable segment entered a cyclical downturn that endured throughout 2024 and part of 2025, characterized by declining sales due to elevated customer inventory levels, which were largely a result of the normalization of shortages in electronic components markets toward the end of 2022.
There is no guarantee the company will be able to obtain this additional data and documentation from those other sources, which could result in the U.S. government rejecting the drawback requests. There have been, and there could be, additional administrative costs in furtherance of these efforts.
There is no guarantee the company will be able to obtain this additional data and documentation from those other sources, which could result in the U.S. government rejecting the drawback requests.
Whether the company discloses, or chooses not to disclose, ESG or corporate stewardship-related initiatives, it could face scrutiny regarding the adequacy of its actions, including from investors and proxy advisory firms. In addition, distinct stakeholders may consider different criteria and apply different methodologies in evaluating the company’s ESG or corporate stewardship performance.
Whether the company discloses, or chooses not to disclose, initiatives related to environmental, social, governance, or other corporate stewardship matters, it could face scrutiny regarding the adequacy of its actions, including from investors and proxy advisory firms. In addition, individual stakeholders may consider different criteria and apply different methodologies in evaluating the company’s performance in connection with these matters.
A decline in general economic conditions, a substantial increase in market interest rates or persistence of a high market-interest rate environment, an increase in income tax rates, or the company’s inability to meet long-term working capital or operating income projections, in each case, could impact future valuations of the company’s reporting units, and the company could be required to record an impairment charge in the future, which could impact the company’s consolidated balance sheets, as well as the company’s consolidated statements of operations.
An impairment charge might also be required if valuations of the company’s reporting units are negatively impacted by a decline in general economic conditions, a substantial increase in market interest rates, persistence of a high market-interest rate environment, an increase in income tax rates, or the company’s inability to meet long-term working capital or operating income projections, which could impact the company’s consolidated balance sheets, as well as the company’s consolidated statements of operations.
Failure to adequately meet the expectations of investors, proxy advisors, customers, suppliers, and other stakeholders in this area may also result in diluted market valuation, an inability to attract or retain customers and suppliers, and an inability to attract and retain top talent. ​ Additionally, the company is or may be obligated to comply with new ESG and corporate stewardship-related disclosure requirements under United States federal and state laws, the European Green Deal, and other laws in various jurisdictions concerning human rights, governance, and environmental practices.
Failure to adequately meet the expectations of investors, proxy advisors, customers, suppliers, and other stakeholders in this area may also result in diluted market valuation, an inability to attract or retain customers and suppliers, and an inability to attract or retain top talent. ​ Additionally, the company is or may be obligated to comply with new requirements related to environmental, social, governance, or other corporate stewardship matters under U.S. federal and state laws, regulations, and executive orders; the European Green Deal; and the laws and regulations of various other jurisdictions.
Additionally, economic and political pressures to increase tax revenue by various jurisdictions may make resolving tax disputes more challenging than in the past. ​ Acquisitions, divestitures, or joint ventures may cause the company to experience operating difficulties and other consequences that may negatively impact the company’s business, financial condition, and operating results, and the company may not be able to successfully consummate favorable transactions or integrate acquired businesses.
Additionally, economic and political pressures to increase tax revenue by various jurisdictions may make resolving tax disputes more challenging. ​ 14 Table of Contents Acquisitions, divestitures, or joint ventures may cause the company to experience operating difficulties and other consequences that may negatively impact the company’s business, financial condition, and operating results, and the company may not be able to successfully consummate favorable transactions or integrate acquired businesses. ​ From time to time, the company has, and may continue to, evaluate potential acquisitions, divestitures, joint ventures, or other strategic transactions.
In the event of non-compliance, the company can face serious consequences, which can harm its business. The company is subject to complex and evolving laws and regulations worldwide that differ among jurisdictions and affect our operations, including the U.S. EAR, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s OFAC.
In the event of non-compliance, the company could face serious consequences that could harm its business. ​ The company is subject to complex and evolving laws and regulations worldwide that differ among jurisdictions and affect its operations, including the EAR, U.S. Customs regulations, and various other trade laws, regulations, executive orders, and sanctions administered by the U.S.
Accordingly, the company’s revenues and profitability, particularly in its global components reportable segment, may be, and have been, adversely affected by weakness in the semiconductor market.
The sale of the company’s IP&E products closely tracks the semiconductor market. ​ Accordingly, the company’s revenues and profitability, particularly in its global components reportable segment, have been, and may be, adversely affected by weakness in the semiconductor market.
For further details on the company’s deferred tax assets and liabilities and uncertain tax positions, refer to Note 1 of the Notes to the Consolidated Financial Statements. ​ In recent years, numerous domestic and international tax proposals have been issued and enacted which have increased the tax burden on large multinational companies.
For further details on the company’s deferred tax assets and liabilities and uncertain tax positions, refer to Note 1 – “Summary of Significant Accounting Policies” within Item 8. ​ In recent years, numerous domestic and international tax proposals have been issued and enacted which have increased the tax burden on large multinational companies.
The company may have difficulty offering customers components, services, and solutions that anticipate and respond to rapid and continuing changes in technology and which meet their evolving demands.
As a result, the company may have difficulty offering components, services, and solutions that anticipate and respond to rapid and continuing changes in technology and meet customers’ evolving demands.
General Risks Global, regional, and local economic weakness and uncertainty, including because of epidemics and pandemics, could have a material adverse effect on the company’s financial performance. The company’s business and financial performance depend on worldwide economic conditions and the demand for technology products and services in the markets in which the company competes.
Global Operational and Economic Risks Global and regional economic weakness and uncertainty could have a material adverse effect on the company’s financial performance. ​ The company’s business and financial performance depend on worldwide economic conditions and the demand for technology products and services in the markets in which the company operates.
If the company were to lose any of its key executives or employees, it may not be able to find a suitable replacement with comparable knowledge and experience in a timely manner, or if at all, at a similar level of remuneration and other benefits.
If the company were to lose any of its key executives or employees, it may not be able to find a suitable replacement with comparable knowledge and experience in a timely manner, or if at all, at a similar level of remuneration and other benefits. ​ The company is currently conducting a search for a permanent President and CEO, following the appointment of William F.
If the company fails to maintain an effective system of internal controls or discovers material weaknesses in its internal control over financial reporting, it may not be able to report its financial results accurately or timely or detect fraud, which could have a material adverse effect on its business.
If the company fails to maintain an effective system of internal controls or discovers material weaknesses in its internal control over financial reporting, it may not be able to report its financial results accurately or timely, or detect fraud, which could have a material adverse effect on its business. ​ An effective internal control environment is necessary for the company to produce reliable financial reports, safeguard assets, and is an important part of its effort to prevent financial fraud.
Certain environmental laws impose liability, sometimes without fault, for investigating or cleaning up contamination on or emanating from the company’s currently or formerly owned, leased, or operated property, as well as for damages to property or natural resources and for personal injury arising out of such contamination.
Additionally, these laws and regulations may restrict or prohibit the sale of certain products, which may negatively affect the value of the company’s inventory. ​ Certain environmental laws impose liability, sometimes without fault, for investigating or cleaning up contamination on or emanating from the company’s currently or formerly owned, leased, or operated property, as well as for damages to property or natural resources and for personal injury arising out of such contamination.
If the company is unable to maintain and enhance its digital platforms, cloud platforms, and artificial intelligence related tools to keep pace with competitors and align with evolving customer and supplier expectations and demands, it could adversely impact the company’s sales revenues and ability to retain existing, and attract new, customers.
If the company is unable to sufficiently maintain and enhance its digital platforms, cloud platforms, and AI tools to keep pace with competitors and align with evolving customer and supplier expectations and demands, there could be an adverse impact on the company’s sales revenues and ability to retain existing, and attract new, customers.
The company has made statements about various ESG-related standards, policies, and targets, and a number of the company’s customers and suppliers require adherence to environmental and human rights policies. Failing to meet such standards adopted by or imposed on the company may result in reputational damage, loss of business, or potential liability.
The company has made statements about various standards, policies, and targets in connection with these expectations, and a number of the company’s customers and suppliers require adherence to specific environmental and human rights standards. Failing to meet these expectations and standards may result in reputational damage, loss of business, or potential liability.
Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of the company’s consolidated 21 Table of Contents financial statements, which could cause the market price of its common stock to decline or limit the company’s access to capital. Item 1B. Unresolved Staff Comments . None.
Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of the company’s consolidated financial statements, which could negatively affect the company’s stock price and limit the company’s access to capital. Item 1B. Unresolved Staff Comments . None.
Based on such non-binding forecasts, the company makes commitments regarding the level of business that it will seek and accept, the inventory that it purchases, and the levels of utilization of personnel and other resources.
The company generally works with its customers to develop non-binding forecasts for future orders. Based on such non-binding forecasts, the company makes commitments regarding the level of business that it will seek and accept, the inventory that it purchases, and the levels of utilization of personnel and other resources.
Business Risks The company’s revenues originate primarily from the sales of semiconductor, IP&E, and IT hardware and software products, the sales of which are traditionally cyclical and may be impacted by shortages and other disruptions in the global supply chain. ​ The semiconductor industry historically has experienced fluctuations in product supply and demand, often associated with changes in technology and manufacturing capacity and significant economic market upturns and downturns.
Compliance with these laws and regulations may impose significant operational costs or limit the manner in which the company can utilize systems that incorporate AI technologies. ​ The company’s revenues originate primarily from the sales of semiconductor, IP&E, and IT hardware and software products, the sales of which are traditionally cyclical and may be impacted by shortages and other disruptions in the global supply chain. ​ The semiconductor industry historically has experienced fluctuations in product supply and demand, often associated with changes in technology and manufacturing capacity and significant economic market upturns and downturns.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, and other national and sub-national anti-bribery and anti-money laundering laws in the countries in which it conducts business. Anti-corruption laws have been enforced aggressively in recent years and are interpreted broadly.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, and other anti-bribery and anti-money laundering laws in the countries in which it conducts business.
Tariffs and other protectionist measures, and the additional operational costs incurred in minimizing the number of products subject to them, could adversely affect the operating profits for certain of the company’s businesses and customer demand for certain products, which could have an adverse effect on its business and results of operations.
Tariffs and other protectionist measures, and the additional operational costs incurred in minimizing the number of products subject to them, could adversely affect the operating profits for certain of the company’s businesses and customer demand for certain products, which could have an adverse effect on the company’s business and results of operations. ​ In the event that the company pays tariffs for imported products that are re-exported outside of the United States, the company may be eligible for refunds of certain tariffs.
These risks are particularly pronounced in applications for aerospace, automotive, and medical products, where product failures could result in serious harm to end users. Any such adverse events could affect our financial condition, operating results, and reputation.
These risks are particularly pronounced in applications for aerospace, automotive, and medical products, where product failures could result in serious harm to end users.
For example, the company is currently obligated to perform environmental remediation on two sites that it obtained as part of an acquisition transaction (refer to Note 15 of the Notes to the Consolidated Financial Statements).
For example, the company is currently obligated to perform environmental remediation on sites that it obtained as part of an acquisition transaction (refer to Note 15 - “Contingencies” within Item 8 for additional information related to environmental remediation.
The company may not be able to adequately anticipate, prevent, or mitigate damage resulting from criminal and other illegal or fraudulent activities committed against it or as a result of misconduct or other improper activities by its employees or contractors. Global businesses are facing increasing operational risks, including potential criminal, illegal, and other fraudulent acts.
The payment of any such damages or royalties may significantly increase the company’s operating expenses and materially harm the company’s operating results and financial condition. ​ The company may not be able to adequately anticipate, prevent, or mitigate damage resulting from criminal and other illegal or fraudulent activities committed against it or as a result of misconduct or other improper activities by its employees or contractors. ​ Global businesses are facing increasing operational risks, including fraudulent acts that potentially violate criminal and civil law.
Sales of semiconductor products and related services represented approximately 53%, 60%, and 60%, of the company’s consolidated sales in 2024, 2023, and 2022, respectively. The sale of the company’s IP&E products closely tracks the semiconductor market.
Sales of semiconductor products and related services represented approximately 50%, 53%, and 60%, of the company’s consolidated sales in 2025, 2024, and 2023, respectively.
For example, economic uncertainty or adverse economic conditions resulting from the impacts of and responses to pandemics and other public health issues, natural disasters, changes in global, national, or regional economies, inflation, governmental policies, political unrest, military action and armed conflicts, terrorist activities, political and social turmoil, civil unrest, and other crises could result in significant or sustained disruption of global financial markets, thereby reducing the company’s access to capital. ​ If the company’s leverage ratios or other measures tracked by credit rating agencies exceed thresholds generally permitted by such agencies for an investment grade credit rating for an extended period of time it may cause a reduction in the company’s current debt ratings to a level below investment grade.
For example, economic uncertainty or adverse economic conditions resulting from the impacts of and responses to changes in global, national, or regional economies; natural disasters; inflation; governmental policies; political unrest; military action and armed conflicts; pandemics and other public health issues; terrorist activities; political and social turmoil; civil unrest; and other crises could result in significant or sustained disruption of global financial markets, thereby reducing the company’s access to capital. ​ Credit rating agencies consider numerous financial and industry-related metrics in determining a company’s credit ratings.
In addition, the company may be subject to sanctions or investigation by regulatory authorities, such as the SEC or the NYSE.
In addition, the company may be subject to sanctions or investigations by government agencies or other entities, such as the SEC or the NYSE.
Moreover, in the event of an adverse determination, the company may be required to seek royalty or license arrangements, which may not be available on commercially reasonable terms or may be unavailable entirely. In such circumstance, the company would be required to stop selling certain products or technologies, which could negatively affect the company’s ability to compete effectively.
Moreover, in the event of an adverse determination, the company may be required to seek royalty or license arrangements, which may not be available on commercially reasonable terms or may be unavailable entirely.
Any infringement or indemnification claim brought against the company, regardless of the duration, outcome, or size of damage award, could result in substantial cost to the company, including potential for damage awards; be time consuming and costly to defend; or cause product shipment delays.
The company may also be required to indemnify and defend a customer in the event it becomes a target of intellectual property litigation. ​ Any infringement or indemnification claim brought against the company, regardless of the duration, outcome, or size of any potential monetary award, could result in substantial cost to the company, could be time consuming and costly to defend, or could cause product shipment delays.
The company is subject to laws and regulations that could have a negative impact on our business, including, without limitation, U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, anti-bribery laws, and anti-money laundering laws and regulations, as well as tariffs and trade protectionism.
Regulatory and Legal Risks The company is subject to laws, regulations, and executive orders that could have a negative impact on the company’s business, including, without limitation, export and import controls, tariffs, sanctions, embargoes, international trade restrictions, anti-corruption laws, and anti-money laundering laws.
Additionally, management transitions, such as the company’s transitions in 2024 to a new president of global ECS and new chief strategy officer, may create uncertainty, divert resources and management attention, or impact public or market perception, any of which could negatively impact the company's ability to operate effectively or execute its strategies and result in an adverse impact on its business.
Austen as Interim President and CEO on September 16, 2025. Changes to executive leadership may create uncertainty, divert resources and management attention, or impact public or market perception, any of which could negatively impact the company's ability to operate effectively or execute its strategies and result in an adverse impact on its business.
Any downgrade in the company’s current debt rating or tightening of credit availability could impair the company’s ability to obtain additional financing on favorable terms, redeem existing indebtedness or renew existing credit facilities on favorable terms, negatively impact the price of the company’s common stock; increase its interest payments under existing debt agreements; and have other negative implications on its business.
If the company fails to satisfy these metrics, these agencies may choose to downgrade the company’s debt ratings, which could impair the company’s ability to obtain additional financing on favorable terms, redeem existing indebtedness, or renew existing credit facilities; negatively impact the company’s stock price; increase the company’s interest payments under existing debt agreements; and have other negative implications for the company’s business.
It is not always possible to identify and deter employee misconduct, and any other precautions the company takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting the company from governmental investigations or other actions, including lawsuits on behalf of third-parties, including customers or suppliers, stemming from a failure to comply with these laws or regulations.
Such misconduct could result in legal action by government agencies or impacted third parties, including customers and suppliers, against the company, and, as a result, could cause significant harm to the company, including to its reputation. 19 Table of Contents ​ It is not always possible to identify and deter employee misconduct, and precautions the company takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting the company from governmental investigations or other actions, including lawsuits on behalf of customers, suppliers, or other parties.
The company requires cash or committed liquidity facilities for general corporate purposes, such as funding its ongoing working capital, acquisitions, capital expenditure needs, refinancing indebtedness, returning capital to shareholders and funding costs and expenses in implementing the Operating Expense Efficiency Plan.
The company requires cash or committed liquidity facilities for general corporate purposes, such as funding its ongoing working capital, acquisitions, capital expenditure needs, refinancing, returning capital to shareholders, and implementing the Operating Expense Efficiency Plan. The company’s committed and undrawn liquidity stands at over $2.5 billion in addition to $306.5 million of cash on hand as of December 31, 2025.
The company’s effective tax rate may be adversely affected by fluctuations in the geographic distribution of earnings, which may subject earnings to different or multiple statutory tax rates. Shifts in the business environment or changes in tax laws and regulations in each jurisdiction in which the company operates may also adversely affect the company’s effective tax rate.
Shifts in the business environment or changes in tax laws and regulations in each jurisdiction in which the company operates may also adversely affect the company’s effective tax rate.
These third parties could include organizations in the company’s supply chain, which if subject to an incident, could adversely impact the company’s ability to service its customers and suppliers. ​ Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations may subject the company to substantial negative financial consequences and civil or criminal penalties. ​ Global privacy legislation, enforcement, and policy activity are also rapidly expanding and creating a complex compliance environment.
Additionally, a cyber-attack or information technology system failure affecting the company’s suppliers or customers could disrupt and negatively impact the company’s operations. ​ Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations may subject the company to substantial negative financial consequences and civil or criminal penalties. ​ Global privacy legislation, enforcement, and policy activity are rapidly expanding and creating a complex compliance environment.
Products the company sells which are either manufactured in the United States or based on U.S. technology (“U.S. Products”) are subject to the EAR when exported and re-exported to and from all international jurisdictions, in addition to the local jurisdiction’s export regulations applicable to individual shipments.
Products”) are subject to the EAR when exported and re-exported to and from all international jurisdictions, in addition to the local jurisdiction’s export regulations applicable to individual shipments.
In addition, the company is exposed to potential liability either for technology it develops or when it combines multiple technologies of its suppliers for which the company may have limited or no indemnification protection. The company may also be required to indemnify and defend a customer in the event it becomes a target of intellectual property litigation.
In addition, the company is exposed to potential liability, for which it may not have indemnification protection, for technology it develops and when it combines multiple technologies of its suppliers.
The competitive pressures the company faces, such as pricing and margin reductions, could have a material adverse effect on the company’s business.
See also “ The competitive pressures the company faces, such as pricing and margin reductions, could have a material adverse effect on the company’s business. ” ​ Additionally, laws and regulations concerning the use of AI are rapidly evolving and create uncertainty.
If the company does not have access to capital under its existing credit facilities due to such an event, alternative sources of capital may be more expensive than the costs incurred under the company’s existing credit facilities.
If such an event causes the company to lose access to capital under its existing credit facilities, the company may be forced to identify alternative sources of capital that are more expensive or restrictive.
Technologies used in or integrated into the company’s operations, such as cloud-based services, artificial intelligence, and automation, may cause an adverse shift in the way the company’s existing business operations are conducted. In addition, AI algorithms may be flawed.
Failure to properly or adequately address such issues could impact the company’s ability to perform necessary business operations, which could materially adversely affect the company’s business. Technologies used in or integrated into the company’s operations, such as cloud-based services, AI, and automation, may cause an adverse shift in the way the company’s existing business operations are conducted.
These laws and regulations may result in significant legal, compliance, accounting, operational, and administrative costs to the company, and may strain the company’s personnel, systems, and other resources. If the company fails to satisfy these new regulatory and other requirements, the company could be exposed to fines, penalties, and other sanctions, and sustain harm to its reputation.
These laws, regulations, and executive orders may result in significant legal, compliance, accounting, operational, and administrative costs to the company, and may strain the company’s personnel, systems, and other resources.
In addition, misconduct by its employees or contractors may include intentional or negligent failures to comply with applicable laws and regulations, safeguard personally identifiable information, report financial information or data 18 Table of Contents accurately, or disclose unauthorized activities to the company.
As a result, the company could experience a material loss if its controls and other measures implemented to address these threats fail to prevent or detect these types of criminal, illegal, and fraudulent acts. ​ In addition, misconduct by the company’s employees or contractors may include intentional or negligent failures to comply with applicable laws and regulations, safeguard personally identifiable information, report financial information or data accurately, or disclose unauthorized activities to the company.
Therefore, the company is not fully protected from a decline in the value of the company’s inventory, and such decline could have a material adverse effect on the company’s business. ​ The company, within its ECS reportable segment, has multi-year distribution agreements under which it has non-cancellable payment obligations through 2030, giving the company the right to sell a broad set of IT solutions.
Therefore, the company is not fully protected against adverse shifts in customer demand or declines in the value of its inventory, which could result in increased inventory-management costs, write-downs, or write-offs, which could have a material negative effect on the company’s assets and operations. ​ The company, within global ECS, has multi-year distribution agreements under which it has non-cancellable purchase obligations through 2032, giving the company the right to sell certain IT solutions in specific regions.
A number of jurisdictions in which the company’s products are sold have enacted laws addressing environmental and other impacts from product disposal, use of hazardous materials in products, use of chemicals in manufacturing, recycling of products at the end of their useful life, and other related matters.
Any such adverse events could affect the company’s financial condition, operating results, and reputation. ​ The company is subject to environmental laws and regulations, and may be impacted by climate change, in ways that could materially adversely affect its business. ​ A number of jurisdictions in which the company’s products are sold have enacted laws and regulations addressing environmental and other impacts from product disposal, use of hazardous materials in products, use of chemicals in manufacturing, recycling of products at the end of their useful life, and other related matters.
In addition, to the extent the company’s suppliers modify the terms of their contracts to the detriment of the company, limit supplies due to capacity constraints or other factors, or cancel such contracts or exercise remedies thereunder due to the company’s breach of contract terms, there could be a material adverse effect on the company’s business.
In addition, to the extent the company’s suppliers modify the terms of their contracts to the detriment of the company, limit supplies due to capacity constraints or other factors, or cancel such contracts or exercise adverse remedies thereunder due to an actual or perceived breach of contract terms by the company, there could be a material adverse effect on the company’s business. ​ Further, the supplier landscape has continued to experience consolidation, which could negatively impact the company if the surviving, consolidated suppliers decide to exclude the company from their supply chains, and which could expose the company to increased pricing and dependence on a smaller number of suppliers, among other risks.
Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences.
Any violations of these laws and regulations may result in substantial civil and criminal fines, penalties, disgorgement, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. ​ The company’s global business also could be negatively affected by trade barriers, such as tariffs, export restrictions, embargoes, and other governmental protectionist measures, which may decrease demand for the company’s products.
The company competes for both customers and suppliers in a highly competitive international environment against other large multinational and national electronic components and enterprise computing solutions distributors, as well as numerous other smaller, specialized competitors who generally focus on narrower market sectors, products, or industries.
Increasing consolidation in the industries where the company’s suppliers operate may occur as companies combine to achieve further business advantages, which could result in reduced supplies as companies seek to eliminate duplicative product lines and services, and increased prices, which could have a material adverse effect on the company’s business. ​ The competitive pressures the company faces, such as pricing and margin reductions, could have a material adverse effect on the company’s business. ​ The company competes for both customers and suppliers in a highly competitive international environment against other large multinational and national electronic components and enterprise computing solutions distributors, as well as numerous other smaller, specialized competitors who generally focus on narrower market sectors, products, or industries.
The company’s global business also could be negatively affected by trade barriers, such as tariffs, and other governmental protectionist measures, which may decrease demand for the company’s products. Such measures can be imposed suddenly and unpredictably and may increase the prices of many of the products that the company purchases from its suppliers.
Such measures can be imposed suddenly and unpredictably and, in the case of tariffs, may increase the prices of many of the products that the company purchases from its suppliers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis process extends beyond initial engagement, with ongoing monitoring to identify emerging security risks or changes in suppliers’ risk profiles. ​ The company describes whether and how risks from identified cybersecurity threats have materially affected or are reasonably likely to materially affect the company under the heading “Cybersecurity incidents may hurt the company’s business, damage its reputation, increase its costs, and cause losses,” included as part of the company’s risk factor disclosures in Item 1A of this Annual Report on Form 10-K.
Biggest changeFor more information about risks related to cybersecurity threats, refer to “ Cybersecurity incidents may hurt the company’s business, damage its reputation, increase its costs, and cause losses, ” within the company’s risk factor disclosures in Item 1A of this Annual Report on Form 10-K. ​ Governance ​ The Board of Directors of the company (the “Board”), primarily through its Audit Committee , oversees the company’s cybersecurity program.
The company conducts regular tabletop exercises to test and fortify the controls of its cybersecurity incident response program. ​ The company maintains strategic relationships with third-party cybersecurity experts and coordinates with various law-enforcement partners, each of whom may be engaged to provide additional investigative and remediation support.
The company also conducts regular tabletop exercises to test and fortify the controls of its cybersecurity incident response program. ​ 22 Table of Contents The company maintains strategic relationships with third-party cybersecurity experts and coordinates with various law-enforcement partners, each of whom may be engaged to provide additional investigative and remediation support.
The company has a rapid-response protocol designed to investigate system alerts of potential cybersecurity threats, and the company’s incident response plan provides a structured approach to inter-departmental assessment, mitigation, and resolution of cybersecurity threats.
The company has a rapid-response protocol designed to investigate cybersecurity threat alerts, and the company’s incident response plan provides a structured approach to inter-departmental assessment, mitigation, and resolution of cybersecurity threats.
The company’s senior security leadership conducts periodic, in-depth reviews with the company’s enterprise risk management team and internal and external auditors to evaluate the effectiveness of the company’s cybersecurity systems, controls, and management processes. ​ The company conducts a security assessment for potential suppliers and service providers , which includes detailed interviews, questionnaires, and cyber-risk scoring.
The company’s senior security leadership conducts periodic, in-depth reviews with the company’s enterprise risk management team and internal and external auditors to evaluate the effectiveness of the company’s cybersecurity systems, controls, and management processes. ​ Before engaging with a new supplier or service provider , the company conducts a security assessment that includes detailed interviews, questionnaires, and cyber-risk scoring.
The Audit Committee may provide updates to the Board on the substance of these reports and any recommendations for enhancements that the Audit Committee deems appropriate. ​ The CIO and CSO receive regular reports from the company’s cybersecurity department , both historical and real-time, about the company’s global cybersecurity status.
The Audit Committee may provide updates to the Board on the substance of these reports and any recommendations for enhancements that the Audit Committee deems appropriate. ​ The CIO and CSO receive regular reports from the company’s cybersecurity division about the company’s global cybersecurity status, enabling the CIO and CSO to identify, assess, and manage cybersecurity threats.
The CSO has over 20 years of security experience and holds a degree in IT and cybersecurity, along with maintaining certifications in risk, information security, data privacy, legal investigations, and audit, among other disciplines. The other members of the company’s security organization also have extensive cybersecurity, business, and technology experience and all hold certifications in their area of expertise.
The CSO has over twenty years of security experience and holds a degree in IT and cybersecurity, along with maintaining certifications in risk analysis, information security, data privacy, data-security legal investigations, and information systems auditing, among other disciplines.
This digital-security management process is integrated into the company’s broader enterprise risk management framework. ​ The company utilizes active monitoring techniques (e.g., penetration testing), designed to leverage multiple sources of threat intelligence and vulnerability scanning complemented by endpoint protection and network systems.
As part of this process, the company uses active and passive methods designed to continuously monitor information systems and identify, assess, and manage potential vulnerabilities and threats. ​ The company utilizes active monitoring techniques (e.g., penetration testing), designed to leverage multiple sources of threat intelligence and vulnerability scanning complemented by endpoint protection and network security.
If management determines a cybersecurity incident is material, the company’s incident response plan and its disclosure controls and procedures set forth the process for any required disclosures and require management to promptly inform the Board. ​ Under the direction of the CIO, the CSO is responsible for global cybersecurity and business continuity, which includes security architecture, security operations, incident response, IT risk and compliance, physical security, fraud and security awareness and training.
Members of the company’s management will notify the Board Chair and Audit Committee Chair if they determine that a material cybersecurity incident has occurred. ​ Under the direction of the CIO, the CSO is responsible for global cybersecurity and business continuity, which includes security architecture, security operations, incident response, IT risk analysis and compliance, physical security, and security awareness and training.
To date, the company is not aware of any cybersecurity threats or incidents that have materially affected, or are reasonably likely to materially affect, the company, including its financial condition, results of operations, or business strategies. ​ Governance ​ The Board of Directors of the company (the “Board”), primarily through its Audit Committee , oversees the company’s cybersecurity program.
Following the initial engagement, the company continues to monitor on an ongoing basis to identify emerging security risks or changes in suppliers’ risk profiles. ​ To date, the company is not aware of any cybersecurity threats or incidents that have materially affected, or are reasonably likely to materially affect , the company, including its financial condition, results of operations, or business strategies.
Item 1C. Cybersecurity . Risk Management and Strategy ​ The company maintains a multi-layered approach to cybersecurity risk management which leverages technology and human oversight. The company uses active and passive methods designed to continuously monitor information systems and assess, identify, and manage potential vulnerabilities and threats.
Item 1C. Cybersecurity. Risk Management and Strategy ​ The company leverages technology and human oversight to maintain a multi-layered approach to cybersecurity risk management that is integrated into the company’s broader risk management framework.
The company believes this approach enables the CIO and CSO to monitor the company's global security status and to identify and assess potential threats. The company has established written policies and procedures to ensure that cybersecurity incidents are immediately investigated, addressed through the coordination of various internal departments, and publicly reported (to the extent required by applicable law).
The company has established policies and procedures requiring that potentially material cybersecurity incidents are immediately investigated and addressed through the coordination of internal departments.
The company’s security organization assesses the severity and priority of incidents on a rolling basis, with escalations of 22 Table of Contents cybersecurity incidents provided to the management team.
The company’s cybersecurity division utilizes a risk-based approach to assess the severity and priority of potential cybersecurity incidents on a rolling basis and provides timely notification to the company’s management upon detecting any potentially material cybersecurity incidents.
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The other members of the company’s cybersecurity division also have extensive cybersecurity, business, and technology experience and all hold certifications in their areas of expertise.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties . The company has its principal executive offices located in Centennial, Colorado under a lease expiring in 2032. The company leases nine major warehouses and logistics centers with approximately 3.0 million square feet of space located in Reno, Nevada, three in the Phoenix, Arizona area, Hong Kong, Shenzhen, China, Johor Bahru, Malaysia, Zapopan, Mexico, and Venlo, Netherlands.
Biggest changeThe company leases ten major warehouses and logistics centers with approximately 3.2 million square feet of space which includes two located in Reno, Nevada; three in the Phoenix Arizona area; one in each of Hong Kong and Shenzhen, China; one in Johor Bahru, Malaysia; one in Zapopan, Mexico; and one in Venlo, Netherlands to support global components.
The company has 27 smaller distribution centers with approximately 827.9 thousand square feet of space located throughout the Americas, EMEA, and Asia/Pacific regions. The company believes its facilities are well maintained and suitable for company operations, and does not anticipate significant difficulty in renewing its leases as they expire or securing replacement facilities.
The company believes its facilities are well maintained and suitable for company operations, and does not anticipate significant difficulty in renewing its leases as they expire or securing replacement facilities. 23 Table of Contents
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Item 2. Properties . The company has its principal executive offices located in Centennial, Colorado under a lease expiring in 2032.
Added
The company has twenty-nine smaller distribution centers with approximately 782.5 thousand square feet of space located throughout the Americas, EMEA, and Asia/Pacific regions supporting global components and global ECS.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 23 ​ ​ ​ ​ PART II ​ Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 43 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 24 ​ ​ ​ ​ PART II ​ Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 43 Item 8.
Financial Statements and Supplementary Data 45 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 84
Financial Statements and Supplementary Data 44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 85

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTotal return indices reflect reinvestment of dividends and are weighted on the basis of market capitalization at the time of each reported data point. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 2022 2023 2024 Arrow Electronics 100 115 158 123 144 133 Peer Group 100 106 157 140 181 213 S&P 400 MidCap Stock Index 100 114 142 123 144 164 ​ 25 Table of Contents Issuer Purchases of Equity Securities The following table shows the share-repurchase activity for the quarter ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ Shares ​ Shares that May ​ ​ Total ​ ​ ​ ​ Purchased as ​ Yet be ​ ​ Number of ​ Average ​ Part of Publicly ​ Purchased ​ ​ Shares ​ Price Paid ​ Announced ​ Under the (thousands except share and per share data) Purchased per Share (a) Program Programs (b) September 29 through October 26, 2024 — ​ $ — — ​ $ 374,557 October 27 through November 23, 2024 — ​ — — ​ 374,557 November 24 through December 31, 2024 419,432 ​ 119.21 419,432 ​ 324,063 Total 419,432 ​ ​ 419,432 ​ (a) Average price paid per share excludes 1% excise tax on share repurchases.
Biggest changeTotal return indices reflect reinvestment of dividends and are weighted on the basis of market capitalization at the time of each reported data point. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Arrow Electronics 100 138 107 126 116 113 Peer Group 100 147 132 170 200 249 S&P 400 MidCap Stock Index 100 125 108 126 144 155 ​ 25 Table of Contents Issuer Purchases of Equity Securities The following table shows the share repurchase activity for the quarter ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ Shares ​ Shares that May ​ ​ Total ​ ​ ​ ​ Purchased as ​ Yet be ​ ​ Number of ​ Average ​ Part of Publicly ​ Purchased ​ ​ Shares ​ Price Paid ​ Announced ​ Under the (thousands except share and per share data) ​ ​ ​ Purchased ​ ​ ​ per Share (a) ​ ​ ​ Program ​ ​ ​ Programs (b) September 28 through October 25, 2025 — ​ $ — — ​ $ 223,360 October 26 through November 22, 2025 448,883 ​ 111.39 448,883 ​ 172,870 November 23 through December 31, 2025 — ​ ​ — ​ 172,870 Total 448,883 ​ ​ 448,883 ​ ​ (a) Average price paid per share excludes 1% excise tax on share repurchases.
During 2024, the companies included in the Peer Group are Avnet, Inc., CDW Corp., Celestica Inc., Flex Ltd., HP Enterprise Co., HP Inc., Jabil Inc., TD Synnex, and WESCO International, Inc. The graph assumes $100 invested on December 31, 2019 in the company, the S&P 400 MidCap Stock Index, and the Peer Group.
During 2025, the companies included in the Peer Group are Avnet, Inc., CDW Corp., Celestica Inc., Flex Ltd., HP Enterprise Co., HP Inc., Jabil Inc., TD Synnex, and WESCO International, Inc. The graph assumes $100 invested on December 31, 2020 in the company, the S&P 400 MidCap Stock Index, and the Peer Group.
Record Holders On February 4, 2025, there were approximately 1,211 shareholders of record of the company’s common stock. 23 Table of Contents Equity Compensation Plan Information The following table summarizes information, as of December 31, 2024, relating to the Omnibus Incentive Plan, which was approved by the company’s shareholders and under which cash-based awards, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, covered employee annual incentive awards, and other stock-based awards may be granted. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ Securities to be ​ Weighted- ​ ​ ​ ​ Issued Upon ​ Average Exercise ​ ​ ​ ​ Exercise of ​ Price of ​ Number of ​ ​ Outstanding ​ Outstanding ​ Securities ​ ​ Options, ​ Options, ​ Remaining ​ ​ Warrants and ​ Warrants and ​ Available for Plan Category Rights Rights Future Issuance Equity compensation plans approved by security holders 1,400,128 ​ $ 101.34 4,437,722 Total 1,400,128 ​ $ 101.34 4,437,722 ​ ​ 24 Table of Contents Performance Graph The following graph compares the performance of the company’s common stock for the periods indicated with the performance of the S&P 400 MidCap Stock Index and the average performance of a group consisting of the company’s peer companies (“Peer Group”) on a line-of-business basis.
Equity Compensation Plan Information The following table summarizes information, as of December 31, 2025, relating to the Omnibus Incentive Plan, which was approved by the company’s shareholders and under which cash-based awards, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, covered employee annual incentive awards, and other stock-based awards may be granted. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities to be ​ Weighted- ​ ​ ​ ​ Issued Upon ​ Average Exercise ​ ​ ​ ​ Exercise of ​ Price of ​ Number of ​ ​ Outstanding ​ Outstanding ​ Securities ​ ​ Options, ​ Options, ​ Remaining ​ ​ Warrants and ​ Warrants and ​ Available for Plan Category ​ ​ ​ Rights ​ ​ ​ Rights ​ ​ ​ Future Issuance Equity compensation plans approved by security holders 1,318,715 ​ $ 98.36 4,061,160 Total 1,318,715 ​ $ 98.36 4,061,160 ​ ​ 24 Table of Contents Performance Graph The following graph compares the performance of the company’s common stock for the periods indicated with the performance of the S&P 400 MidCap Stock Index and the average performance of a group consisting of the company’s peer companies (“Peer Group”) on a line-of-business basis.
(b) The company’s share-repurchase program does not have an expiration date. As of December 31, 2024, the total authorized dollar value of shares available for repurchase was $1.6 billion of which $1.3 billion has been utilized, while the $324.1 million in the table represents the remaining amount available for repurchase under the program. ​
(b) The company’s share repurchase program does not have an expiration date. As of December 31, 2025, the total authorized dollar value of shares available for repurchase was $1 billion of which $827.1 million has been utilized, while the $172.9 million in the table represents the remaining amount available for repurchase under the program. ​
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information The company’s common stock is listed on the NYSE (trading symbol: “ARW”).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information The company’s common stock is listed on the NYSE (trading symbol: “ARW”). Record Holders On February 3, 2026, there were approximately 1,145 shareholders of record of the company’s common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+27 added−26 removed19 unchanged
Biggest changeRefer to the “Restructuring, Integration, and Other” section below. ​ ​ ​ 29 Table of Contents Results of Operations Sales by reportable segment Following is an analysis of the company’s sales by reportable segment for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Change Consolidated sales, as reported ​ $ 27,923 ​ $ 33,107 (15.7) % Impact of changes in foreign currencies ​ — ​ (33) ​ Consolidated sales, constant currency ​ $ 27,923 ​ $ 33,074 (15.6) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components sales, as reported ​ $ 19,983 ​ $ 25,420 (21.4) % Impact of changes in foreign currencies ​ — ​ (35) ​ Global components sales, constant currency ​ $ 19,983 ​ $ 25,385 (21.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS sales, as reported ​ $ 7,940 ​ $ 7,687 3.3 % Impact of changes in foreign currencies ​ — ​ 2 ​ Global ECS sales, constant currency ​ $ 7,940 ​ $ 7,689 3.3 % The sum of the components for sales, as reported, and sales on a constant currency basis may not agree to totals, as presented, due to rounding. ​ Reportable segment sales by geographic region ​ Following is an analysis of the company’s reportable segment sales by geographic region for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ (millions) ​ Sales ​ % of Sales ​ Sales ​ % of Sales ​ % Change Americas components sales ​ $ 6,412 ​ 23.0 % ​ $ 7,955 ​ 24.0 % ​ (19.4) % EMEA components sales ​ ​ 5,648 ​ 20.2 % ​ ​ 8,075 ​ 24.4 % ​ (30.1) % Asia/Pacific components sales ​ ​ 7,923 ​ 28.4 % ​ ​ 9,390 ​ 28.4 % ​ (15.6) % Global components sales ​ $ 19,983 ​ 71.6 % ​ $ 25,420 ​ 76.8 % ​ (21.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ECS sales ​ $ 4,067 ​ 14.6 % ​ $ 4,160 ​ 12.6 % ​ (2.2) % EMEA ECS sales ​ ​ 3,873 ​ 13.8 % ​ ​ 3,527 ​ 10.6 % ​ 9.8 % Global ECS sales ​ $ 7,940 ​ 28.4 % ​ $ 7,687 ​ 23.2 % ​ 3.3 % Consolidated sales ​ $ 27,923 ​ 100.0 % ​ $ 33,107 ​ 100.0 % ​ (15.7) % The sum of the components for sales by geographic region and consolidated sales may not agree to totals, as presented, due to rounding.
Biggest changeResults of Operations Sales by reportable segment Following is an analysis of the company’s sales by reportable segment for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ Change Consolidated sales, as reported ​ $ 30,853 ​ $ 27,923 ​ 10.5 % Impact of changes in foreign currencies ​ — ​ 399 ​ ​ ​ Non-GAAP consolidated sales ​ $ 30,853 ​ $ 28,322 ​ 8.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components sales, as reported ​ $ 21,501 ​ $ 19,983 ​ 7.6 % Impact of changes in foreign currencies ​ — ​ 205 ​ ​ ​ Non-GAAP global components sales ​ $ 21,501 ​ $ 20,189 ​ 6.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS sales, as reported ​ $ 9,352 ​ $ 7,940 ​ 17.8 % Impact of changes in foreign currencies ​ — ​ 193 ​ ​ ​ Non-GAAP global ECS sales ​ $ 9,352 ​ $ 8,133 ​ 15.0 % The sum of the subtotals and percentages within sales, as reported, and sales on a constant currency basis may not agree to totals, as presented, due to rounding. ​ ​ 30 Table of Contents Reportable segment sales by geographic region ​ Following is an analysis of the company’s reportable segment sales by geographic region for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ (millions) ​ Sales ​ % of Sales ​ Sales ​ % of Sales ​ % Change Americas components sales ​ $ 6,944 ​ 22.5 % ​ $ 6,412 ​ 23.0 % ​ 8.3 % EMEA components sales ​ ​ 5,671 ​ 18.4 % ​ ​ 5,648 ​ 20.2 % ​ 0.4 % Asia/Pacific components sales ​ ​ 8,886 ​ 28.8 % ​ ​ 7,923 ​ 28.4 % ​ 12.1 % Global components sales ​ $ 21,501 ​ 69.7 % ​ $ 19,983 ​ 71.6 % ​ 7.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Americas ECS sales ​ $ 4,231 ​ 13.7 % ​ $ 4,067 ​ 14.6 % ​ 4.0 % EMEA ECS sales ​ ​ 5,121 ​ 16.6 % ​ ​ 3,873 ​ 13.8 % ​ 32.2 % Global ECS sales ​ $ 9,352 ​ 30.3 % ​ $ 7,940 ​ 28.4 % ​ 17.8 % Consolidated sales ​ $ 30,853 ​ 100.0 % ​ $ 27,923 ​ 100.0 % ​ 10.5 % The sum subtotals and percentages within sales by geographic region and consolidated sales may not agree to totals, as presented, due to rounding. ​ During 2025, consolidated sales increased compared to the year-earlier period due to changes in foreign currencies as well as; Global components sales increased compared to the year-earlier period, primarily due to the following: ● increase in sales in the Americas region primarily due to higher demand for the integrated services offerings, partially offset by a decrease in demand for defense, transportation, and automative verticals; and an ● increase in sales in the Asia/Pacific region primarily due to higher demand for computing, industrial and transportation verticals; Within global ECS, sales increased primarily in the EMEA region, relative to the year-earlier period, mainly due to growth across most major technologies, most notably, cloud-based solutions and infrastructure software, and a shift in sales mix towards more sales recognized on a gross basis.
A determination of the reserves required, if any, is made after careful analysis. Significant judgments are made when determining if these reserves may change in the future due to new developments impacting the probability of a loss, the estimate of such loss, and the probability of recovery of such loss from third parties.
A determination of the required reserves, if any, is made after careful analysis. Significant judgments are made when determining if these reserves may change in the future due to new developments impacting the probability of a loss, the estimate of such loss, and the probability of recovery of such loss from third parties.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
(a) Within the global components reportable segment, the Asia/Pacific reporting unit’s goodwill was previously fully impaired. The company estimates the fair value of a reporting unit using the income approach. For the purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.
(a) Within global components, the Asia/Pacific reporting unit’s goodwill was previously fully impaired. The company estimates the fair value of a reporting unit using the income approach. For the purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.
As of December 31, 2024, the company has $5.4 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.
As of December 31, 2025, the company has $5.4 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.
(d) Consulting costs are related to operating expense reduction costs not related to the restructuring initiative. ​ 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”).
(c) Consulting costs are related to operating expense reduction costs not related to the restructuring initiative. ​ 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”).
Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings. 36 Table of Contents Income Tax The company records a provision for income taxes for the anticipated tax consequences of the reported financial results of operations using the asset and liability method.
Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings. 35 Table of Contents Income Tax The company records a provision for income taxes for the anticipated tax consequences of the reported financial results of operations using the asset and liability method.
Global components supply chain services offerings continued to have a positive impact on gross margins.
Global components supply chain services offerings continued to have a positive impact on gross profit margins.
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 “(Loss) gain on investments, net” refer to the similarly captioned sections of this item below.
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 (loss) on investments, net” refer to the similarly captioned sections of this item below.
If the company was required to recognize an impairment charge in the future, the charge would not impact the company’s consolidated cash flows, current liquidity, capital resources, and covenants under its existing revolving credit facility, North American asset securitization program, other outstanding borrowings, and EMEA asset securitization program.
If the company were required to recognize an impairment charge in the future, the charge would not impact the company’s consolidated cash flows, current liquidity, capital resources, or covenants under its existing revolving credit facility, North American asset securitization program, other outstanding borrowings, and EMEA asset securitization program.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . This section of the Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Income Taxes The company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The evaluation of the company's valuation allowance on deferred tax assets and uncertain tax positions involves significant judgment in the interpretation 41 Table of Contents and application of GAAP and complex domestic and international tax laws.
Income Taxes The company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The evaluation of the company's valuation allowance on deferred tax assets and uncertain tax positions involves significant judgment in the interpretation and application of GAAP and complex domestic and international tax laws.
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 Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission.
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 Annual Report on Form 10-K, as well as in other filings the company makes with the SEC.
The company’s principal uses of liquidity include cash used in 37 Table of Contents 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 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.
Contingencies and Litigation From time to time, the company is subject to proceedings, lawsuits, and other claims related to environmental, regulatory, labor, product, tax, and other matters and assesses the likelihood of an adverse judgment or outcome for these matters, as well as the range of potential losses.
Contingencies and Litigation From time to time, the company is subject to legal claims, regulatory proceedings, and lawsuits related to environmental, intellectual property, labor, product liability, tax, and other matters and assesses the likelihood of an adverse judgment or outcome for these matters, as well as the range of potential losses.
Discount rates are one of the more significant assumptions used in the income approach. If the company increased the discount rates used by 100 basis points, the fair value of all reporting units would still exceed their carrying values by more than 24%. 42 Table of Contents Actual results may differ from those assumed in the company’s forecasts.
Discount rates are one of the more significant assumptions used in the income approach. If the company increased the discount rates used by 100 basis points, the fair value of all reporting units would still exceed their carrying values by more than 11%. Actual results may differ from those assumed in the company’s forecasts.
Coupled with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and help its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness.
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 does not retain financial or legal interests in these receivables, and, accordingly, they are accounted for as sales of the related receivables and the receivables are removed from the company’s consolidated balance sheets. Refer to Note 4, “Accounts Receivable” of the Notes to the Consolidated Financial Statements for further discussion of the company’s factoring arrangements.
The company does not retain financial or legal interests in these receivables, and, accordingly, they are accounted for as sales of the related receivables and the receivables are removed from the company’s consolidated balance sheets. Refer to Note 4 - “Accounts Receivable” within Item 8 for further discussion of the company’s factoring arrangements.
The company’s committed and undrawn liquidity stands at over $2.8 billion in addition to $188.8 million of cash on hand at December 31, 2024. 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’s committed and undrawn liquidity stands at over $2.5 billion in addition to $306.5 million of cash on hand at December 31, 2025. 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.
If the carrying amount of the reporting unit is less than its fair value, no impairment exists. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
As of the first day of the fourth quarters of 2024, 2023, and 2022, the company’s annual impairment testing did not indicate impairment at any of the company’s reporting units. As of the date of the company’s 2024 annual impairment test, the fair value of all reporting units exceeded their carrying values by more than 38%.
As of the first day of the fourth quarters of 2025, 2024, and 2023, the company’s annual impairment testing did not indicate impairment of any of the company’s reporting units. As of the date of the company’s 2025 annual impairment test, the fair value of all reporting units exceeded their carrying values by more than 20%.
The company continually evaluates its liquidity requirements and would 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 continually evaluates its liquidity requirements and would seek to amend its existing borrowing capacity or access the financial markets if necessary. 36 Table of Contents 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 has $2.0 billion of foreign earnings that are not deemed permanently reinvested and are available for distribution in future periods as of December 31, 2024.
The company has $2.3 billion of foreign earnings that are not deemed permanently reinvested and are available for distribution in future periods as of December 31, 2025.
Refer to Note 9, “Restructuring, Integration, and Other” of the Notes to the Consolidated Financial Statements for further discussion of the company’s restructuring activities. ● Sales of trade receivables : In the normal course of business, certain of the company’s subsidiaries have agreements to sell, without recourse, selected trade receivables to financial institutions.
Refer to Note 9 - “Restructuring, Integration, and Other” within Item 8 for further discussion of the company’s restructuring activities. ● Sales of trade receivables : In the normal course of business, certain of the company’s subsidiaries have agreements to sell, without recourse, selected trade receivables to financial institutions.
Contractual Obligations The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, and operating leases. ● At December 31, 2024, the company had $3.1 billion of total debt outstanding, $350.0 million of which matures in the next twelve months. The remaining debt has maturity dates in 2026 through 2034.
Contractual Obligations The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, and operating leases. ● At December 31, 2025, the company had $3.1 billion of total debt outstanding, $0.3 million of which matures in the next twelve months. The remaining debt has maturity dates between 2027 and 2034.
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.
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.
Impact of Recently Issued Accounting Standards For a summary of recent accounting pronouncements applicable to the company’s consolidated financial statements, see Note 1 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements, which is incorporated herein by reference.
Impact of Recently Issued Accounting Standards For a summary of recent accounting pronouncements applicable to the company’s consolidated financial statements, see Note 1 - “Summary of Significant Accounting Policies” within Item 8, which is incorporated herein by reference. ​ ​ 42 Table of Contents
The company is a trusted partner in a complex value chain and is uniquely positioned through its electronics components and IT content portfolios to increase value for stakeholders. The company has two reportable segments, the global components reportable segment and the global ECS reportable segment.
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.
The company’s global components reportable segment, enabled by a comprehensive range of value-added capabilities and services, markets, and distributes electronic components to OEMs and EMS providers. The company’s global ECS reportable segment is a leading value-added provider of comprehensive computing solutions and services. Its portfolio of computing solutions includes datacenter, cloud, security, and analytics solutions.
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.
Revolving Credit Facilities and Debt The following table summarizes the company’s credit facilities by category at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Borrowing ​ Outstanding borrowings (millions) capacity 2024 2023 North American asset securitization program ​ $ 1,500 ​ $ 633 ​ $ 198 Revolving credit facility ​ 2,000 ​ 30 ​ — Commercial paper program (a) ​ 1,200 ​ — ​ 1,122 Uncommitted lines of credit ​ 500 ​ — ​ — (a) Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Daily Balance Outstanding ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ Effective Interest Rate ​ ​ ​ December 31, ​ December 31, ​ ​ December 31, ​ December 31, ​ (millions) 2024 2023 ​ 2024 ​ 2023 ​ North American asset securitization program ​ $ 567 ​ $ 1,092 ​ ​ 4.83 % 5.85 % Revolving credit facility ​ 3 ​ 131 ​ ​ 5.48 % 6.42 % Commercial paper program ​ 435 ​ 774 ​ ​ 5.21 % 5.90 % Uncommitted lines of credit ​ 280 ​ 178 ​ ​ 5.18 % 5.83 % ​ 38 Table of Contents 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.
Revolving Credit Facilities and Debt The following table summarizes the company’s credit facilities by category at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Borrowing ​ Outstanding borrowings (millions) ​ ​ ​ capacity ​ ​ ​ 2025 ​ ​ ​ 2024 North American asset securitization program ​ $ 1,500 ​ $ 970 ​ $ 633 Revolving credit facility ​ 2,000 ​ — ​ 30 Commercial paper program (a) ​ 1,200 ​ — ​ — Uncommitted lines of credit ​ 500 ​ — ​ — (a) Amounts outstanding under the commercial paper program are backstopped by available commitments under the company’s revolving credit facility. 37 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Daily Balance Outstanding ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ Effective Interest Rate ​ ​ ​ December 31, ​ December 31, ​ ​ December 31, ​ December 31, ​ (millions) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ 2025 ​ 2024 ​ North American asset securitization program ​ $ 625 ​ $ 567 ​ ​ 4.19 % 4.83 % Revolving credit facility ​ 1 ​ 3 ​ ​ 5.01 % 5.48 % Commercial paper program ​ 278 ​ 435 ​ ​ 4.26 % 5.21 % Uncommitted lines of credit ​ 274 ​ 280 ​ ​ 4.37 % 5.18 % ​ 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.
Refer to Note 13, “Employee Benefit Plans” of the Notes to the Consolidated Financial Statements for further discussion of the company’s executive pension plan. ● Environmental liabilities : The company is involved in certain ongoing environmental cleanup activities and legal proceedings, which are inherently uncertain with respect to outcomes.
Refer to Note 13 - “Employee Benefit Plans” within Item 8 for further discussion of the company’s executive pension plan. ● Environmental liabilities : The company is involved in certain ongoing environmental cleanup activities and legal proceedings, the outcomes of which are inherently uncertain.
Refer to Note 7, “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements for further discussion of the company’s hedging activities. ● Restructuring activities : In an effort to address evolving business needs and optimize operating expenses, the company initiated the Operating Expense Efficiency Plan which is expected to incur pre-tax restructuring charges of approximately $185.0 million in total costs of which $60.6 million has been incurred as of December 31, 2024.
Refer to Note 7 - “Financial Instruments Measured at Fair Value” within Item 8 for further discussion of the company’s hedging activities. ● Restructuring activities : In an effort to address evolving business needs and optimize operating expenses, the company initiated the Operating Expense Efficiency Plan which is expected to incur pre-tax restructuring charges of approximately $200.0 million in total costs of which $156.4 million has been incurred as of December 31, 2025.
The decrease was primarily due to lower inventory. Sales for the fourth quarter of 2024 and 2023 were $7.3 billion and $7.8 billion, respectively. 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.
Sales for the fourth quarter of 2025 and 2024 were $8.7 billion and $7.3 billion, respectively. The decrease in working capital as a percentage of sales was primarily due to the increase in 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.
As of December 31, 2024, the company had designated $115.7 million in assets to cover the ongoing costs of SERP payouts for both current and former executives. The projected benefit obligation at December 31, 2024 and 2023, was $83.0 million and $88.1 million, respectively.
As of December 31, 2025, the company had designated $119.3 million in assets to cover the ongoing costs of SERP payouts for both current and former executives. The projected benefit obligation at December 31, 2025 and 2024, was $87.6 million and $83.0 million, respectively.
Refer to Note 6, “Debt” of the Notes to the Consolidated Financial Statements for further discussion of the company’s interest on short-term and long-term debt and available financing. ● Purchase obligations of $8.3 billion 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 as of December 31, 2024 with $5.7 billion expected to be paid within the next 12 months, $1.2 billion in 2026, $642.2 million in 2027, and $487.2 million in 2028.
Refer to Note 6 - “Debt” within Item 8 for further discussion of the company’s interest on short-term and long-term debt and available financing. ● Purchase obligations of $21.3 billion 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 as of December 31, 2025 with $11.4 billion expected to be paid within the next 12 months, $3.2 billion in 2027, $2.0 billion in 2028, $1.8 billion in 2029 and $1.2 billion in 2030.
The following table presents selected financial information related to liquidity at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Change Working capital ​ $ 6,693 ​ $ 7,355 ​ $ (662) Cash and cash equivalents ​ 189 ​ 218 ​ (29) Short-term debt ​ 350 ​ 1,654 ​ (1,304) Long-term debt ​ 2,774 ​ 2,154 ​ 620 ​ Working Capital The company maintains a significant investment in working capital which the company defines as accounts receivable, net, plus inventories less accounts payable. ​ Working capital, as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 23.0% at December 31, 2024 compared to 23.4% at December 31, 2023.
The following table presents selected financial information related to liquidity at December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change Working capital ​ $ 7,437 ​ $ 6,693 ​ $ 744 Cash and cash equivalents ​ 306 ​ 189 ​ 117 Short-term debt ​ — ​ 350 ​ (350) Long-term debt ​ 3,085 ​ 2,774 ​ 311 ​ Working Capital The company maintains a significant investment in working capital which the company defines as accounts receivable, net, plus inventories less accounts payable. ​ Working capital, as a percentage of sales, which is defined as working capital divided by annualized quarterly sales, decreased to 21.3% at December 31, 2025 compared to 23.0% at December 31, 2024.
The following table summarizes recent events impacting the company’s capital resources: ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) Activity Date Notional amount 3.25% notes, due September 2024 ​ Repaid ​ September 2024 ​ $ 500 5.15% notes, due August 2029 ​ Issued ​ August 2024 ​ $ 500 5.875% notes, due April 2034 ​ Issued ​ April 2024 ​ $ 500 6.125% notes, due March 2026 ​ Repaid ​ April 2024 ​ $ 500 Uncommitted lines of credit ​ Increase in Capacity ​ May 2023 ​ $ 300 4.50% notes, due March 2023 ​ Repaid ​ March 2023 ​ $ 300 6.125% notes, due March 2026 ​ Issued ​ March 2023 ​ $ 500 ​ Refer to Note 6, “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.
The following table summarizes recent events impacting the company’s capital resources: ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ ​ ​ Activity ​ ​ ​ Date ​ ​ ​ Notional amount 4.00% notes, due April 2025 ​ Repaid ​ April 2025 ​ $ 350 3.25% notes, due September 2024 ​ Repaid ​ September 2024 ​ $ 500 5.15% notes, due August 2029 ​ Issued ​ August 2024 ​ $ 500 5.875% notes, due April 2034 ​ Issued ​ April 2024 ​ $ 500 6.125% notes, due March 2026 ​ Repaid ​ April 2024 ​ $ 500 ​ Refer to Note 6 - “Debt” within Item 8 for further discussion of the company’s short-term and long-term debt and available financing.
Refer to the table below for a list of the company’s reporting units and the respective allocation of goodwill at December 31: ​ ​ ​ ​ (millions) ​ 2024 Americas Components ​ $ 563 EMEA Components ​ 116 Asia/Pacific Components (a) ​ ​ — eInfochips ​ ​ 224 ​ ​ ​ ​ Americas ECS ​ ​ 777 EMEA ECS ​ ​ 376 Consolidated ​ $ 2,055 The sum of the components for goodwill by reporting unit may not agree to the total, as presented, due to rounding.
Refer to the table below for a list of the company’s reporting units and the respective allocation of goodwill at December 31: ​ ​ ​ ​ (millions) ​ 2025 Americas Components ​ $ 565 EMEA Components ​ 128 Asia/Pacific Components (a) ​ ​ — eInfochips ​ ​ 226 ​ ​ ​ ​ Americas ECS ​ ​ 781 EMEA ECS ​ ​ 420 Consolidated ​ $ 2,120 The sum of the subtotals for goodwill by reporting unit may not agree to the total, as presented, due to rounding.
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 2024 and 2023, the average daily balance outstanding under the EMEA asset securitization program was $394.8 million and $626.4 million, respectively.
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 2025 and 2024, the average daily balance outstanding under the EMEA asset securitization program was $337.3 million and $394.8 million, respectively. Refer to Note 4 - “Accounts Receivable” within Item 8 for further discussion.
(a) See details related to the Operating Expense Efficiency Plan discussed below. (b) These costs are primarily related to the termination of personnel. As of December 31, 2024, the accrued liabilities related to these costs totaled $6.6 million and substantially all accrued amounts are expected to be spent in cash within one year.
(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 December 31, 2025, the accrued liabilities related to these costs totaled $15.7 million and substantially all accrued amounts are expected to be spent in cash within two years.
The following table presents the company's effective income tax rate and non-GAAP effective tax rate for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ Effective income tax rate ​ ​ 19.6 % ​ 21.9 % Identifiable intangible asset amortization ​ ​ 0.3 ​ ​ 0.1 ​ Restructuring, integration, and other ​ ​ 1.2 ​ ​ 0.1 ​ Impact of wind down to inventory ​ ​ 0.7 ​ ​ — ​ Impact of tax legislation changes ​ ​ — ​ ​ (0.1) ​ Non-GAAP effective income tax rate ​ ​ 21.8 % ​ 22.0 % The sum of the components for non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.
The following table presents the company's effective income tax rate and non-GAAP effective tax rate for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ Effective income tax rate ​ ​ 20.6 % ​ 19.6 % Identifiable intangible asset amortization ​ ​ 0.1 ​ ​ 0.3 ​ Restructuring, integration, and other ​ ​ 0.5 ​ ​ 1.2 ​ (Gain) loss on investments, net ​ ​ (0.6) ​ ​ — ​ Impact of wind down to inventory ​ ​ (0.1) ​ ​ 0.7 ​ Impact of TCJA Tax Act settlements ​ ​ 1.2 ​ ​ — ​ Non-GAAP effective income tax rate ​ ​ 21.7 % ​ 21.8 % The sum of the subtotals and percentages within non-GAAP effective income tax rate may not agree to totals, as presented, due to rounding.
Refer to Note 6, “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. ● Amounts related to total interest on long-term debt at December 31, 2024 totaled $598.4 million, with $110.5 million expected to be paid within the next 12 months.
Refer to Note 6 - “Debt” within Item 8 for further discussion of the company’s short-term and long-term debt and available financing. ● Amounts related to total interest on long-term debt at December 31, 2025 totaled $501.1 million, with $107.0 million expected to be paid within the next 12 months.
Cash Flows The following table summarizes the company’s cash flows by category for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Change Net cash provided by operating activities ​ $ 1,130 ​ $ 705 ​ $ 425 Net cash used for investing activities ​ (94) ​ (72) ​ (22) Net cash used for financing activities ​ (957) ​ (666) ​ (291) ​ Cash Flows from Operating Activities The net amount of cash provided by the company’s operating activities during 2024 and 2023 was $1.1 billion and $705.4 million, respectively.
Cash Flows The following table summarizes the company’s cash flows by category for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change Net cash provided by operating activities ​ $ 64 ​ $ 1,130 ​ $ (1,066) Net cash provided by (used for) investing activities ​ 24 ​ (94) ​ 118 Net cash used for financing activities ​ (206) ​ (957) ​ 751 ​ Cash Flows from Operating Activities The net amount of cash provided by the company’s operating activities during 2025 and 2024 was $64.0 million and $1.1 billion, respectively.
Additional Capital Requirements and Sources Recent and expected other capital requirements and sources, in addition to the above matters, also include the items described below: ● Employee Benefit Plans : The company maintains an unfunded executive pension plan under which the company will pay supplemental pension benefits to certain employees upon retirement.
Refer to Note 14 - “Lease Commitments” within Item 8 for further discussion of the company’s operating leases. 39 Table of Contents Additional Capital Requirements and Sources Recent and expected other capital requirements and sources, in addition to the above matters, also include the items described below: ● Employee Benefit Plans : The company maintains an unfunded executive pension plan under which the company will pay supplemental pension benefits to certain employees upon retirement.
The estimates of charges or savings related to the Plan could differ materially from actual charges or savings recognized. ​ Refer to Note 9, “Restructuring, Integration, and Other” of the Notes to the Consolidated Financial Statements for further discussion of the company’s restructuring and integration activities. ​ 35 Table of Contents Operating Income Following is an analysis of the company’s consolidated operating income, and operating income for the company’s two reportable segments for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Change Consolidated operating income, as reported ​ $ 769 ​ $ 1,471 (47.8) % Identifiable intangible asset amortization ​ 30 ​ 31 Restructuring, integration, and other ​ 143 ​ 84 Impact of wind down to inventory ​ 61 ​ — Non-GAAP consolidated operating income ​ $ 1,002 ​ $ 1,586 (36.9) % Consolidated operating income as a percentage of sales, as reported ​ 2.8 % 4.4 % (160) bps Non-GAAP consolidated operating income, as a percentage of sales ​ 3.6 % 4.8 % (120) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components operating income, as reported ​ $ 741 ​ $ 1,459 (49.2) % Identifiable intangible asset amortization ​ 25 ​ 27 Impact of wind down to inventory ​ 61 ​ — Non-GAAP global components operating income ​ $ 827 ​ $ 1,486 (44.3) % Global components operating income as a percentage of sales ​ 3.7 % 5.7 % (200) bps Non-GAAP global components operating income as a percentage of sales ​ 4.1 % 5.8 % (170) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS operating income, as reported ​ $ 410 ​ $ 367 11.7 % Identifiable intangible asset amortization ​ 4 ​ 5 Non-GAAP global ECS operating income ​ $ 414 ​ $ 372 11.4 % Global ECS operating income as a percentage of sales ​ 5.2 % 4.8 % 40 bps Non-GAAP global ECS operating income as a percentage of sales ​ 5.2 % 4.8 % 40 bps 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.
The estimates of charges or savings related to the Plan could differ materially from actual charges or savings recognized. ​ Refer to Note 9 - “Restructuring, Integration, and Other” within Item 8 for further discussion of the company’s restructuring and integration activities. ​ 34 Table of Contents Operating Income Following is an analysis of the company’s operating income by reportable segment for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ Change Consolidated operating income, as reported ​ $ 822 ​ $ 769 ​ 7.0 % Identifiable intangible asset amortization ​ 20 ​ 30 ​ ​ Restructuring, integration, and other ​ 116 ​ 143 ​ ​ Impact of wind down to inventory ​ (10) ​ 61 ​ ​ Non-GAAP consolidated operating income ​ $ 948 ​ $ 1,002 ​ (5.3) % Consolidated operating income as a percentage of sales, as reported ​ 2.7 % 2.8 % ​ (10) bps Non-GAAP consolidated operating income, as a percentage of sales ​ 3.1 % 3.6 % ​ (50) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components operating income, as reported ​ $ 775 ​ $ 741 ​ 4.5 % Identifiable intangible asset amortization ​ 16 ​ 25 ​ ​ Impact of wind down to inventory ​ (10) ​ 61 ​ ​ Non-GAAP global components operating income ​ $ 781 ​ $ 827 ​ (5.6) % Global components operating income as a percentage of sales ​ 3.6 % 3.7 % ​ (10) bps Non-GAAP global components operating income as a percentage of sales ​ 3.6 % 4.1 % ​ (50) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS operating income, as reported ​ $ 426 ​ $ 410 ​ 3.9 % Identifiable intangible asset amortization ​ 4 ​ 4 ​ ​ Non-GAAP global ECS operating income ​ $ 430 ​ $ 414 ​ 3.7 % Global ECS operating income as a percentage of sales ​ 4.6 % 5.2 % ​ (60) bps Non-GAAP global ECS operating income as a percentage of sales ​ 4.6 % 5.2 % ​ (60) bps The sum of the subtotals and percentages within consolidated operating income do not agree to totals, as presented, because unallocated corporate amounts are not included in the table above.
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: the incurrence of additional charges not currently contemplated and failure to realize contemplated cost savings due to unanticipated events that may occur, including in connection with the implementation of the company’s restructuring plan; unfavorable economic conditions; disruptions, shortages, or inefficiencies in the supply chain; political instability and changes; impacts of military conflict and sanctions; industry conditions; changes in product supply, pricing and customer demand; trade protection measures, tariffs, and other restrictions, duties, and value-added taxes; competition; other vagaries in the global components and the global ECS markets; deteriorating economic conditions, including economic recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; the effects of natural or man-made catastrophic events; changes in relationships with key suppliers; increased profit margin pressure; changes in legal and regulatory matters; non-compliance with certain regulations, such as export, antitrust, and anti-corruption laws; foreign tax and other loss contingencies; breaches of security or privacy of business information and information system failures, including related to current or future implementations, integrations and upgrades; outbreaks, epidemics, pandemics, or public health crises; future regulatory trends and the resulting legal and reputation exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues; and the company’s ability to generate positive cash flow.
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; political instability and changes; impacts of military conflict and sanctions; 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; management transitions, including the company’s search for a permanent CEO; the incurrence of unanticipated charges or failure to realize contemplated cost savings in connection with the Operating Expense Efficiency Plan; changes in product supply, pricing, and customer demand; increased profit-margin pressure resulting from industry conditions, competition, or other factors; changes in relationships with key suppliers; 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.
Interest and Other Financing Expense, Net The company recorded net interest and other financing expense as follows: ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 ​ 2023 Interest and other financing expense, net ​ $ (270) ​ $ (329) The decreases in interest and other financing expenses, net for 2024 primarily related to lower interest rates and lower average daily borrowings on floating rate credit facilities.
Refer to Note 3 - “Investments in Affiliated Companies” within Item 8. ​ Interest and Other Financing Expense, Net The company recorded net interest and other financing expense as follows: ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ 2024 Interest and other financing expense, net ​ $ (215) ​ $ (270) The decrease in interest and other financing expenses, net for 2025 is primarily related to lower interest rates and lower average daily borrowings on floating rate credit facilities.
Key Business Metrics Management uses gross billings as an operational metric to monitor operating performance of its global ECS reportable segment, including sales performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the global ECS business.
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.
Refer to Note 1 “Summary of Significant Accounting Policies” in this Annual Report on Form 10-K. 32 Table of Contents Operating Expenses Following is an analysis of the company’s consolidated operating expenses for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 ​ Change Consolidated operating expenses, as reported ​ $ 2,524 ​ $ 2,678 ​ (5.8) % Identifiable intangible asset amortization ​ (30) ​ (31) ​ Restructuring, integration, and other ​ (143) ​ (84) ​ Impact of changes in foreign currencies ​ — ​ (3) ​ Non-GAAP consolidated operating expenses ​ $ 2,351 ​ $ 2,560 ​ (8.2) % Consolidated operating expenses as a percentage of sales, as reported ​ 9.0 % 8.1 % ​ 90 bps Non-GAAP consolidated operating expenses as a percentage of sales ​ 8.4 % 7.7 % ​ 70 bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components operating expenses, as reported ​ $ 1,591 ​ $ 1,740 ​ (8.6) % Identifiable intangible asset amortization ​ (26) ​ (27) ​ Impact of changes in foreign currencies ​ — ​ (4) ​ Non-GAAP global components operating expenses ​ $ 1,566 ​ $ 1,710 ​ (8.4) % Global components operating expenses as a percentage of sales ​ 8.0 % 6.8 % ​ 120 bps Non-GAAP global components operating expenses as a percentage of sales ​ 7.8 % 6.7 % ​ 110 bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS operating expenses, as reported ​ $ 550 ​ $ 583 ​ (5.7) % Identifiable intangible asset amortization ​ (4) ​ (5) ​ Impact of changes in foreign currencies ​ — ​ 1 ​ Non-GAAP global ECS operating expenses ​ $ 546 ​ $ 580 ​ (5.8) % Global ECS operating expenses as a percentage of sales ​ 6.9 % 7.6 % ​ (70) bps Non-GAAP global ECS operating expenses as a percentage of sales ​ 6.9 % 7.5 % ​ (60) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate operating expenses, as reported ​ $ 383 ​ $ 355 ​ ​ 7.8 % Restructuring, integration, and other ​ (143) ​ (84) ​ ​ ​ Non-GAAP corporate operating expenses ​ $ 240 ​ $ 271 ​ ​ (11.5) % The sum of the components of consolidated operating expenses may not agree to totals, as presented, due to rounding.
Refer to Note 1 - “Summary of Significant Accounting Policies” within Item 8. 32 Table of Contents Operating Expenses Following is an analysis of the company’s operating expenses for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ Change Consolidated operating expenses, as reported ​ $ 2,644 ​ $ 2,524 ​ 4.8 % Identifiable intangible asset amortization ​ (20) ​ (30) ​ ​ Restructuring, integration, and other ​ (116) ​ (143) ​ ​ Impact of changes in foreign currencies ​ — ​ 32 ​ ​ Non-GAAP consolidated operating expenses ​ $ 2,509 ​ $ 2,383 ​ 5.3 % Consolidated operating expenses as a percentage of sales, as reported ​ 8.6 % 9.0 % ​ (40) bps Non-GAAP consolidated operating expenses as a percentage of sales ​ 8.1 % 8.4 % ​ (30) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components operating expenses, as reported ​ $ 1,628 ​ $ 1,591 ​ 2.3 % Identifiable intangible asset amortization ​ (16) ​ (25) ​ ​ Impact of changes in foreign currencies ​ — ​ 17 ​ ​ Non-GAAP global components operating expenses ​ $ 1,612 ​ $ 1,583 ​ 1.8 % Global components operating expenses as a percentage of sales ​ 7.6 % 8.0 % ​ (40) bps Non-GAAP global components operating expenses as a percentage of sales ​ 7.5 % 7.8 % ​ (30) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS operating expenses, as reported ​ $ 638 ​ $ 550 ​ 16.0 % Identifiable intangible asset amortization ​ (4) ​ (4) ​ ​ Impact of changes in foreign currencies ​ — ​ 15 ​ ​ Non-GAAP global ECS operating expenses ​ $ 634 ​ $ 560 ​ 13.2 % Global ECS operating expenses as a percentage of sales ​ 6.8 % 6.9 % ​ (10) bps Non-GAAP global ECS operating expenses as a percentage of sales ​ 6.8 % 6.9 % ​ (10) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate operating expenses, as reported ​ $ 378 ​ $ 383 ​ ​ (1.1) % Restructuring, integration, and other ​ (116) ​ (143) ​ ​ ​ Non-GAAP corporate operating expenses ​ $ 262 ​ $ 240 ​ ​ 9.3 % The sum of the subtotals and percentages within consolidated operating expenses may not agree to totals, as presented, due to rounding.
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”, “Gross Profit”, “Operating Expenses”, “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders”.
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,” “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.
Net Income Attributable to Shareholders Following is an analysis of the company’s consolidated net income attributable to shareholders for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Net income attributable to shareholders, as reported ​ $ 392 ​ $ 904 Identifiable intangible asset amortization * ​ 29 ​ 30 Restructuring, integration, and other ​ 143 ​ 84 Loss (gain) on investment ​ 5 ​ (19) Impact of wind down to inventory ​ ​ 61 ​ ​ — Loss on extinguishment of debt ​ ​ 2 ​ ​ — Tax effect of adjustments above ​ (63) ​ (23) Impact of tax legislation changes ​ ​ — ​ ​ 1 Non-GAAP net income attributable to shareholders ​ $ 568 ​ $ 977 The sum of the components for non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding. * Identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interest. ​ The decrease in net income attributable to shareholders in 2024 compared to the year-earlier period relates primarily to changes in sales, gross margins, operating expenses, interest and other financing expenses, net, and income tax as discussed above.
Net Income Attributable to Shareholders Following is an analysis of the company’s consolidated net income attributable to shareholders for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 Net income attributable to shareholders, as reported ​ $ 571 ​ $ 392 Identifiable intangible asset amortization * ​ 20 ​ 29 Restructuring, integration, and other ​ 116 ​ 143 (Gain) loss on investment ​ (110) ​ 5 Impact of wind down to inventory ​ ​ (10) ​ ​ 61 Loss on extinguishment of debt ​ ​ — ​ ​ 2 Tax effect of adjustments above ​ (3) ​ (63) Impact of TCJA Tax Act settlements ​ ​ (8) ​ ​ — Non-GAAP net income attributable to shareholders ​ $ 576 ​ $ 568 The sum of the subtotals within non-GAAP net income attributable to shareholders may not agree to totals, as presented, due to rounding. * Identifiable intangible asset amortization excludes amortization attributable to the noncontrolling interest.
At December 31, 2024 and 2023, the company had cash and cash equivalents of $188.8 million and $218.1 million, respectively, of which $164.0 million and $160.0 million, respectively, were held outside the United States.
At December 31, 2025 and 2024, the company had cash and cash equivalents of $306.5 million and $188.8 million, respectively, of which $241.6 million and $164.0 million, respectively, were held outside the U.S.
Goodwill The company performs a quantitative goodwill impairment test annually and this test is used to both identify and measure impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Goodwill is tested at a level referred to as a reporting unit.
Refer to Note 15 - “Contingencies” within Item 8 for further discussion. 41 Table of Contents Goodwill The company performs a quantitative goodwill impairment test annually and this test is used to both identify and measure impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill.
Gross Profit Following is an analysis of the company’s consolidated gross profit for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 2023 Change Consolidated gross profit, as reported ​ $ 3,292 ​ $ 4,149 (20.6) % Impact of wind down to inventory ​ ​ 61 ​ ​ — ​ ​ ​ Impact of changes in foreign currencies ​ — ​ (9) Non-GAAP consolidated gross profit ​ $ 3,353 ​ $ 4,140 (19.0) % Consolidated gross profit as a percentage of sales, as reported ​ 11.8 % 12.5 % (70) bps Non-GAAP consolidated gross profit as a percentage of sales ​ 12.0 % 12.5 % (50) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components gross profit, as reported ​ $ 2,332 ​ $ 3,199 (27.1) % Impact of wind down to inventory ​ ​ 61 ​ ​ — ​ ​ ​ Impact of changes in foreign currencies ​ — ​ (8) Non-GAAP global components gross profit ​ $ 2,393 ​ $ 3,191 (25.0) % Global components gross profit as a percentage of sales, as reported ​ 11.7 % 12.6 % (90) bps Non-GAAP global components gross profit as a percentage of sales ​ 12.0 % 12.6 % (60) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS gross profit, as reported ​ $ 960 ​ $ 950 1.1 % Impact of changes in foreign currencies ​ — ​ (1) Non-GAAP global ECS gross profit ​ $ 960 ​ $ 949 1.2 % Global ECS gross profit as a percentage of sales, as reported ​ 12.1 % 12.4 % (30) bps Non-GAAP global ECS gross profit as a percentage of sales ​ 12.1 % 12.3 % (20) 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 decreased during 2024, compared with the year-earlier period, due to the inventory write downs related to the wind down of non-core businesses, product mix shifting toward lower margin 31 Table of Contents products, and regional mix shifting more towards the Asia/Pacific region.
Gross Billings Following is an analysis of gross billings by geographic region for global ECS for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ Americas ECS gross billings ​ $ 10,607 ​ $ 10,323 ​ ​ 2.7 % EMEA ECS gross billings ​ 11,443 ​ 9,205 24.3 % Global ECS gross billings ​ $ 22,050 ​ $ 19,528 ​ 12.9 % The sum of the subtotals and percentages within global ECS gross billings may not agree to totals, as presented, due to rounding. 31 Table of Contents Gross Profit Following is an analysis of the company’s gross profit by reportable segment for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ Change Consolidated gross profit, as reported ​ $ 3,467 ​ $ 3,292 ​ 5.3 % Impact of wind down to inventory ​ ​ (10) ​ ​ 61 ​ ​ ​ ​ Impact of changes in foreign currencies ​ — ​ 54 ​ ​ Non-GAAP consolidated gross profit ​ $ 3,457 ​ $ 3,407 ​ 1.4 % Consolidated gross profit as a percentage of sales, as reported ​ 11.2 % 11.8 % ​ (60) bps Non-GAAP consolidated gross profit as a percentage of sales ​ 11.2 % 12.0 % ​ (80) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global components gross profit, as reported ​ $ 2,403 ​ $ 2,332 ​ 3.0 % Impact of wind down to inventory ​ ​ (10) ​ ​ 61 ​ ​ ​ ​ Impact of changes in foreign currencies ​ — ​ 24 ​ ​ Non-GAAP global components gross profit ​ $ 2,393 ​ $ 2,417 ​ (1.0) % Global components gross profit as a percentage of sales, as reported ​ 11.2 % 11.7 % ​ (50) bps Non-GAAP global components gross profit as a percentage of sales ​ 11.1 % 12.0 % ​ (90) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global ECS gross profit, as reported ​ $ 1,064 ​ $ 960 ​ 10.8 % Impact of changes in foreign currencies ​ — ​ 30 ​ ​ Non-GAAP global ECS gross profit ​ $ 1,064 ​ $ 990 ​ 7.4 % Global ECS gross profit as a percentage of sales, as reported ​ 11.4 % 12.1 % ​ (70) bps Non-GAAP global ECS gross profit as a percentage of sales ​ 11.4 % 12.2 % ​ (80) bps The sum of the subtotals and percentages within non-GAAP gross profit may not agree to totals, as presented, due to rounding. ​ Global components gross profit margins decreased during 2025, compared with the year-earlier period, due to regional mix shifting toward the Asia/Pacific region which generally has lower margins compared to Americas and EMEA regions as well as changes in customer mix within EMEA region and product mix in the Americas region.
Corporate operating expenses increased during 2023 compared to the year-earlier period primarily due to the following: ● an increase of $70.2 million due to higher restructuring, integration and other charges related to cost reduction initiatives. 34 Table of Contents Restructuring, Integration, and Other The following table presents the components of the restructuring, integration, and other charges for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 ​ 2023 Restructuring, integration and related costs ​ ​ ​ ​ ​ ​ Operating Expense Efficiency Plan costs (a) ​ $ 10 ​ $ — Other plans ​ ​ 4 ​ ​ 9 Other expenses ​ ​ ​ ​ ​ ​ Operating expense reduction costs not related to restructuring initiatives (b) ​ 85 ​ ​ 19 Increases to environmental remediation liabilities (c) ​ ​ 1 ​ ​ 23 Early lease termination costs ​ ​ 7 ​ ​ 29 Consulting costs (d) ​ ​ 25 ​ ​ — Other charges ​ ​ 11 ​ ​ 3 Total ​ $ 143 ​ $ 84 The sum of the components for restructuring, integration, and other may not agree to totals, as presented, due to rounding.
The company recorded restructuring, integration, and other charges as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ 2024 Restructuring, integration and related costs ​ ​ ​ ​ ​ ​ Operating Expense Efficiency Plan costs (a) ​ $ 106 ​ $ 10 Other plans ​ ​ 2 ​ ​ 4 Other expenses ​ ​ ​ ​ ​ ​ Operating expense reduction costs not related to restructuring initiatives (b) ​ (1) ​ ​ 85 Environmental remediation liabilities ​ ​ 4 ​ ​ 1 Early lease termination costs ​ ​ 2 ​ ​ 7 Consulting costs (c) ​ ​ — ​ ​ 25 Other charges ​ ​ 3 ​ ​ 11 Total ​ $ 116 ​ $ 143 The sum of the subtotals within restructuring, integration, and other may not agree to totals, as presented, due to rounding.
Refer to Note 15, “Contingencies” of the Notes to the Consolidated Financial Statements for further discussion of the company’s environmental liabilities. ● Hedging activities : The company has entered into certain foreign exchange forward contracts designated as net investment hedges.
Refer to Note 15 - “Contingencies” within Item 8 for further discussion of the company’s environmental liabilities. ● Hedging activities : The company has entered into certain foreign exchange forward contracts designated as net investment hedges. As of December 31, 2025, all such contracts were in an asset position in the amount of $16.8 million.
Non-GAAP financial information includes the following: ● Non-GAAP sales (referred to as “sales on a constant currency basis”) exclude the impact of changes in foreign currencies by retranslating prior period results at current period foreign exchange rates. ● N on-GAAP gross profit excludes inventory write downs related to the wind down of businesses within the global components reportable segment (“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 the 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. ● Non-GAAP effective 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, loss on extinguishment of debt, (loss) gain on investments, net, and the impact of certain tax legislation changes. 27 Table of Contents Management believes that providing this additional information is useful to the reader 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.
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. ● N on-GAAP gross profit excludes inventory (recoveries) write-downs 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. 27 Table of Contents ● Non-GAAP operating income excludes identifiable intangible asset amortization; restructuring, integration, and other; and impact of wind down to inventory. ● Non-GAAP effective 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; loss on extinguishment of debt; gain (loss) on investments, net; and the impact from tax settlements related to the U.S. federal tax law changes enacted as part of the 2017 Tax Cuts and Jobs Act (“impact of TCJA Tax Act settlements”).
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 fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “seeks,” “estimates,” and similar expressions.
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.
The company expects capital expenditures to be approximately $100.0 million for fiscal year 2025. 39 Table of Contents Share-Repurchase Program The company repurchased 2.0 million shares of common stock for $250.0 million and 6.1 million shares of common stock for $745.9 million in 2024 and 2023, respectively, under its share-repurchase program, excluding excise taxes.
Share Repurchase Program The company repurchased 1.3 million shares of common stock for $149.9 million and 2.0 million shares of common stock for $250.0 million in 2025 and 2024, respectively, under its share repurchase program, excluding excise taxes. As of December 31, 2025, approximately $172.9 million remained available for repurchase under the share repurchase program.
Refer to Note 8 “Income Taxes” of the Notes to Consolidated Financial Statements for further discussion.
Refer to Note 8 - “Income Taxes” within Item 8 for further discussion.
Cash Flows from Investing Activities The net amount of cash used for investing activities during 2024 and 2023 was $94.4 million and $72.3 million, respectively. The change in cash used for investing activities related primarily to amounts paid for businesses acquired in 2024.
Cash Flows from Investing Activities The net amount of cash provided by investing activities during 2025 was $23.6 million compared to $94.4 million of cash used for investing activities in 2024.
Global ECS brings broad market access, extensive supplier relationships, scale, and resources to help its VARs and MSPs meet the needs of their end-users. For 2024, approximately 72% and 28% of the company’s sales were from the global components reportable segment and the global ECS reportable segment, respectively.
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.
During 2024, the global components reportable segment continued to experience a cyclical downturn characterized by elevated customer inventory levels, and a challenging global macroeconomic environment, contributing to lower demand for the company’s products.
The company does not anticipate that this event will have a negative impact on sales in the first quarter of 2026 or future periods. ● During 2024, global components experienced a cyclical downturn characterized by elevated customer inventory levels, and a challenging global macroeconomic environment, contributing to lower demand for the company’s products.
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 period and do not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances.
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” within Item 8 for further discussion of the company’s revenue recognition policies.
Refer to Note 16 “Segment and Geographic Information” of the Notes to the Consolidated Financial Statements for further discussion. ​ The decrease in consolidated operating income as a percentage of sales during 2024 relates primarily to the changes in sales, gross profit margins and operating expenses discussed above. ​ (Loss) Gain on Investments, Net ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2024 ​ 2023 (Loss) gain on investments, net ​ $ (5) ​ $ 19 (Loss) gain on investments, net is primarily related to the changes in fair value of assets related to the Arrow SERP pension plan, which consist primarily of life insurance policies and mutual fund assets, as well as changes in the fair value of the company’s investment in Marubun Corporation, refer to Note 7 “Financial Instruments Measured at Fair Value” of the Notes to the Consolidated Financial Statements.
Refer to Note 16 - “Segment and Geographic Information” within Item 8 for a reconciliation. ​ The decrease in consolidated operating income as a percentage of sales during 2025 relates primarily to the changes in sales, gross profit margins, and operating expenses discussed above. ​ Gain (loss) on Investments, Net ​ ​ ​ ​ ​ ​ ​ (millions) ​ 2025 ​ 2024 Gain (loss) on investments, net ​ $ 110 ​ $ (5) The gain on investments during 2025 is primarily related to a $99.0 million gain on the sale of an investment in certain equity securities.
Overview Arrow 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 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.
Global ECS gross profit margins decreased during 2024, compared with the year-earlier period, due to softer margins in the Americas region as the company works to optimize the customer mix and supplier line card to better serve the mid-market, and a shift in sales mix towards more sales recognized on a gross basis in both the Americas and EMEA regions, relative to 2023.
Global ECS gross profit margins decreased during 2025, compared with the year-earlier period, due to $18.3 million in net losses related to underperformance of certain non-cancellable multi-year purchase obligations and a shift in sales mix towards more sales recognized on a gross basis in the EMEA region.
Executive Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions except per share data) ​ 2024 ​ 2023 ​ Change ​ Consolidated sales ​ $ 27,923 ​ $ 33,107 ​ (15.7) % Global components sales ​ ​ 19,983 ​ ​ 25,420 ​ (21.4) % Global ECS sales ​ ​ 7,940 ​ ​ 7,687 ​ 3.3 % Gross profit margin ​ ​ 11.8 % ​ 12.5 % (70) bps Non-GAAP gross profit margin ​ ​ 12.0 % ​ 12.5 % (50) bps Operating income ​ ​ 769 ​ ​ 1,471 ​ (47.8) % Operating income margin ​ ​ 2.8 % ​ 4.4 % (160) bps Non-GAAP operating income ​ ​ 1,002 ​ ​ 1,586 ​ (36.9) % Non-GAAP operating income margin ​ ​ 3.6 % ​ 4.8 % (120) bps Net income attributable to shareholders ​ ​ 392 ​ ​ 904 ​ (56.6) % Earnings per share attributable to shareholders - diluted ​ ​ 7.29 ​ ​ 15.84 ​ (54.0) % Non-GAAP net income attributable to shareholders ​ ​ 568 ​ ​ 977 ​ (41.9) % Non-GAAP earnings per share attributable to shareholders - diluted ​ $ 10.56 ​ $ 17.12 ​ (38.3) % ​ Business environment and other trends: ● During 2024, the global components reportable segment continued to experience a cyclical downturn characterized by elevated customer inventory levels, and a challenging global macroeconomic environment, contributing to lower demand for the company’s products.
Executive Summary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (millions except per share data) ​ 2025 ​ 2024 ​ ​ Change ​ Consolidated sales ​ $ 30,853 ​ $ 27,923 ​ ​ 10.5 % Global components sales ​ $ 21,501 ​ $ 19,983 ​ ​ 7.6 % Global ECS sales ​ $ 9,352 ​ $ 7,940 ​ ​ 17.8 % Gross profit margin ​ ​ 11.2 % ​ 11.8 % ​ (60) bps Non-GAAP gross profit margin ​ ​ 11.2 % ​ 12.0 % ​ (80) bps Operating income ​ $ 822 ​ $ 769 ​ ​ 7.0 % Operating income margin ​ ​ 2.7 % ​ 2.8 % ​ (10) bps Non-GAAP operating income ​ $ 948 ​ $ 1,002 ​ ​ (5.3) % Non-GAAP operating income margin ​ ​ 3.1 % ​ 3.6 % ​ (50) bps Net income attributable to shareholders ​ $ 571 ​ $ 392 ​ ​ 45.7 % Earnings per share attributable to shareholders - diluted ​ $ 10.93 ​ $ 7.29 ​ ​ 49.9 % Non-GAAP net income attributable to shareholders ​ $ 576 ​ $ 568 ​ ​ 1.4 % Non-GAAP earnings per share attributable to shareholders - diluted ​ $ 11.02 ​ $ 10.56 ​ ​ 4.4 % ​ During 2025, changes in foreign currencies increased sales by approximately $398.8 million, operating income by $21.6 million and earnings per share on a diluted basis by $0.31 compared to the year-earlier period.
Refer to Note 1 “Summary of Significant Accounting Policies” in this Annual Report on Form 10-K.
Refer to Note 1 - “Summary of Significant Accounting Policies” within Item 8.
Refer to Note 1 “Summary of Significant Accounting Policies” to the consolidated financial statements 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.
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.
Global ECS operating expenses increased during 2023 compared to the year-earlier period primarily due to the following: ● an increase of $25.4 million in charges taken for allowance for credit losses related to one customer; and ● an increase of $32.0 million in employee-related costs.
Operating expenses increased during 2025 compared to the year-earlier period, primarily due to: ● changes in foreign currencies; ● increase in operating expenses in global components primarily due to higher sales incentives, in line with the increase in sales discussed above; and ● increase in operating expenses for global ECS primarily due to increased employee headcount and higher sales incentives, in line with the increase in sales discussed above, costs to expand the business related to the multi-year non-cancellable purchase obligations discussed above, and a $20.0 million benefit related to the reversal of an allowance for credit losses due to the collection of certain aged receivables related to one customer in 2024 with no similar items recorded in 2025.
These matters are reviewed at least on a quarterly basis. Refer to Note 15 “Contingencies” of the Notes to Consolidated Financial Statements for further discussion.
These matters are reviewed at least on a quarterly basis.
During April 2024, the company repaid $500.0 million principal amount of its 6.125% notes due March 2026. During September 2024, the company repaid $500.0 million principal amount of its 3.25% notes which were redeemed at maturity.
During April 2025, the company repaid in full the $350.0 million principal amount of its 4.00% notes due April 2025.
The company’s strategic initiatives include the following: ● Offering a variety of value-added services in the global components reportable segment , including demand creation, design, engineering, global marketing and integration services to promote the future sale of suppliers’ products, which generally lead to longer and more profitable relationships with its suppliers and customers. ● Providing global supply chain service offerings such as procurement, logistics, warehousing, and insights from data analytics within the global components reportable segment . ● Enabling customer cloud solutions through the global ECS reportable segments ’ cloud marketplace and management platform, ArrowSphere, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence that IT solution providers need to drive growth.
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.
In January 2025, the company entered into new multi-year distribution agreements which increased its non-cancellable purchase obligations by $2.8 billion with payments of $288.7 million in 2025, $495.7 million in 2026, $563.0 million in 2027, $598.6 million in 2028, $639.1 million in 2029, and $228.2 million in 2030. ● Amounts related to future lease payments for operating lease obligations at December 31, 2024 totaled $301.0 million, with $77.6 million expected to be paid within the next 12 months.
Refer to discussions of the company’s revenue recognition policy in Note 1 - “Summary of Significant Accounting Policies” within Item 8. ● Amounts related to future lease payments for operating lease obligations at December 31, 2025 totaled $296.6 million, with $87.2 million expected to be paid within the next 12 months.
The change in cash provided by operating activities during 2024, compared to the year-earlier period, relates primarily to the company’s historical counter-cyclical cash flow as the company generates cash flow in periods of decreased demand growth due to lower investment in working capital primarily due to lower inventory.
The change in cash provided by operating activities during 2025, compared to the year-earlier period, relates primarily to an increase in inventory to support future growth in response to the expected market recovery coupled with an increase in sales.
The company expects to substantially complete the Plan by the end of fiscal year 2026, subject to, among other things, local legal and consultation requirements. ​ Under the Plan, the company expects to incur pre-tax restructuring charges of approximately $185.0 million, consisting of approximately $110.0 million of employee severance and other personnel cash expenditures; approximately $50.0 million of non-cash asset impairments, accelerated depreciation and inventory write-downs related to the wind-down of certain business operations; and approximately $25.0 million of other related cash expenditures. ​ As a result of the Plan, the company expects to reduce annual operating expenses by approximately $90.0 million to $100.0 million by the end of fiscal year 2026.
The company expects to substantially complete the Plan by the end of fiscal year 2026, subject to, among other things, local legal and consultation requirements. ​ Under the Plan, the company anticipates to incur pre-tax restructuring charges of approximately $200.0 million which is an increase of $15.0 million compared to the original estimate of $185.0 million previously disclosed in Item 2.05 Form 8K filed on October 31, 2024.
Removed
Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures.
Added
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.
Removed
The company’s long-term financial objectives are to grow sales faster than the market, increase the markets served, grow profits faster than sales, generate earnings per share growth in excess of competitors’ earnings per share growth and market 28 Table of Contents expectations, allocate and deploy capital effectively so that return on invested capital exceeds the company’s cost of capital, and increase return on invested capital.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDuring 2024, the average outstanding balance on the company’s floating rate debt was $1.3 billion, and a one percentage point change in average interest rates would have caused net interest and other financing expense during 2024 to increase by $12.9 million.
Biggest changeBased on a sensitivity analysis, a one percentage point increase in average interest rates would have caused net interest and other financing expense during 2025 to increase by $11.8 million. This was determined by considering the impact of a hypothetical interest rate on the company’s average outstanding balance of floating rate debt during 2025.
The company historically has managed its exposure to interest rate risk through the proportion of 43 Table of Contents fixed-rate and floating-rate debt in its total debt portfolio. Additionally, the company may, at times, utilize interest rate swaps in order to manage its targeted mix of fixed- and floating-rate debt.
The company historically has managed its exposure to interest rate risk through the proportion of fixed-rate and floating-rate debt in its total debt portfolio. Additionally, the company may, at times, utilize interest rate swaps in order to manage its targeted mix of fixed- and floating-rate debt.
The fair value of the foreign exchange contracts are estimated using foreign currency spot rates and forward rates quoted by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at December 31, 2024 and 2023, was $1.1 billion and $1.0 billion, respectively.
The fair value of the foreign exchange contracts are estimated using foreign currency spot rates and forward rates quoted by third-party financial institutions. The notional amount of the foreign exchange contracts inclusive of foreign exchange contracts designated as a net investment hedge at December 31, 2025 and 2024, was $1.1 billion.
These exposures may change over time and changes in foreign currency exchange rates could materially impact the company’s financial results in the future. For example, sales and operating income would decrease by approximately $637.6 million and $25.3 million, respectively, if the U.S. dollar strengthened by another 10% against the Euro.
These exposures may change over time and changes in foreign currency exchange rates could materially impact the company’s financial results in the future. For example, sales and operating income would decrease by approximately $780.0 million and $26.9 million, respectively, if the U.S. dollar strengthened by 10% against the Euro.
During 2024, the U.S dollar strengthened against certain other currencies. This decreased sales and operating income by $33.4 million and $6.8 million respectively, for 2024, compared with the year-earlier period, based on 2023 sales and operating income re-translated at average foreign currency exchange rates for 2024.
During 2025, the U.S dollar weakened against certain other currencies. This increased sales and operating income by $398.8 million and $21.6 million respectively, for 2025, compared with the year-earlier period, based on 2024 sales and operating income re-translated at average foreign currency exchange rates for 2025.
However, due to the uncertainty of the specific actions that might be taken and their possible effects, the sensitivity analysis assumes no changes in the company’s financial structure. ​ ​ ​ 44 Table of Contents
However, due to the uncertainty of the specific actions that might be taken and their possible effects, the sensitivity analysis does not assume changes in the company’s financial structure. ​ ​ ​ 43 Table of Contents
This was determined by considering the impact of a hypothetical interest rate on the company’s average outstanding balance of floating rate debt during 2024. In the event of a change in the economic environment, which may adversely impact interest rates, the company could likely take actions to mitigate potential negative exposure to changes in interest rates.
In the event of a change in the economic environment, which may adversely impact interest rates, the company could likely take actions to mitigate potential negative exposure to interest rate changes.
At December 31, 2024, 78% of the company’s debt was subject to fixed rates and 22% was subject to floating rates.
At December 31, 2025, 69% of the company’s debt was subject to fixed rates and 31% was subject to floating rates. During 2025, the average outstanding balance on the company’s floating rate debt was $1.2 billion.

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