# ARROW ELECTRONICS, INC. (ARW)

Informational only - not investment advice.

CIK: 0000007536
SIC: 5065 Wholesale-Electronic Parts & Equipment, NEC
SIC breadcrumb: [Wholesale Trade](/division/F/) > [SIC Major Group 50](/major-group/50/) > [SIC 5065 Wholesale-Electronic Parts & Equipment, NEC](/industry/5065/)
Latest 10-K filed: 2026-02-11
SEC page: https://www.sec.gov/edgar/browse/?CIK=7536
Filing source: https://www.sec.gov/Archives/edgar/data/7536/000110465926012765/arw-20251231x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 30852935000 | USD | 2025 | 2026-02-11 |
| Net income | 571266000 | USD | 2025 | 2026-02-11 |
| Assets | 29078138000 | USD | 2025 | 2026-02-11 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000007536.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 23,487,872,000 | 26,554,563,000 | 29,676,768,000 | 28,916,847,000 | 28,673,363,000 | 34,477,018,000 | 37,124,422,000 | 33,107,120,000 | 27,923,324,000 | 30,852,935,000 |
| Net income | 522,815,000 | 402,176,000 | 716,195,000 | -204,087,000 | 584,438,000 | 1,108,197,000 | 1,426,884,000 | 903,505,000 | 392,074,000 | 571,266,000 |
| Operating income | 876,826,000 | 945,736,000 | 1,147,512,000 | 107,696,000 | 894,511,000 | 1,556,822,000 | 2,068,494,000 | 1,471,164,000 | 768,557,000 | 822,223,000 |
| Gross profit | 3,144,322,000 | 3,356,968,000 | 3,700,912,000 | 3,298,381,000 | 3,191,130,000 | 4,202,365,000 | 4,836,625,000 | 4,149,018,000 | 3,292,408,000 | 3,466,719,000 |
| Diluted EPS | 5.68 | 4.48 | 8.10 | -2.44 | 7.43 | 15.10 | 21.80 | 15.84 | 7.29 | 10.93 |
| Assets | 14,206,366,000 | 16,459,267,000 | 17,784,445,000 | 16,400,796,000 | 17,053,911,000 | 19,535,540,000 | 21,763,182,000 | 21,726,168,000 | 21,757,707,000 | 29,078,138,000 |
| Stockholders' equity | 4,413,438,000 | 4,949,255,000 | 5,324,990,000 | 4,811,919,000 | 5,089,319,000 | 5,282,295,000 | 5,546,357,000 | 5,805,464,000 | 5,761,151,000 | 6,584,712,000 |
| Cash and cash equivalents | 534,320,000 | 730,083,000 | 509,327,000 | 300,103,000 | 373,615,000 | 222,194,000 | 176,915,000 | 218,053,000 | 188,807,000 | 306,467,000 |
| Net margin | 2.23% | 1.51% | 2.41% | -0.71% | 2.04% | 3.21% | 3.84% | 2.73% | 1.40% | 1.85% |
| Operating margin | 3.73% | 3.56% | 3.87% | 0.37% | 3.12% | 4.52% | 5.57% | 4.44% | 2.75% | 2.66% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000007536.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-07-02 |  |  | 5.54 | reported discrete quarter |
| 2022-Q3 | 2022-10-01 |  |  | 5.27 | reported discrete quarter |
| 2023-Q1 | 2023-04-01 |  |  | 4.60 | reported discrete quarter |
| 2023-Q2 | 2023-07-01 | 8,514,516,000 | 236,559,000 | 4.12 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 8,007,019,000 | 198,659,000 | 3.53 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 7,849,157,000 | 194,537,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-30 | 6,924,260,000 | 83,601,000 | 1.53 | reported discrete quarter |
| 2024-Q2 | 2024-06-29 | 6,892,868,000 | 108,698,000 | 2.01 | reported discrete quarter |
| 2024-Q3 | 2024-09-28 | 6,823,319,000 | 100,567,000 | 1.88 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 7,282,877,000 | 99,208,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-29 | 6,814,017,000 | 79,720,000 | 1.51 | reported discrete quarter |
| 2025-Q2 | 2025-06-28 | 7,579,947,000 | 187,749,000 | 3.59 | reported discrete quarter |
| 2025-Q3 | 2025-09-27 | 7,712,541,000 | 109,193,000 | 2.09 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 8,746,430,000 | 194,604,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-04-04 | 9,473,548,000 | 235,106,000 | 4.55 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/7536/000110465926056650/arw-20260404x10q.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-07
Report date: 2026-04-04

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information Relating to Forward-Looking Statements

This report includes “forward-looking statements,” as the term is defined under the federal securities laws. Forward-looking statements are those statements which are not statements of historical or current fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “would,” “could,” “believes,” “seeks,” “projected,” “potential,” “estimates,” and similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions or changes, including those that may occur in connection with recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; impacts of military conflict and sanctions; political instability and changes; trade protection measures, tariffs, increased trade tensions, trade agreements and policies, and other restrictions, duties, and value-added taxes, and the associated macroeconomic impacts; disruptions, shortages, or inefficiencies in the supply chain; non-compliance with certain laws, regulations, or executive orders, such as trade, export, antitrust, and anti-corruption laws, or regulatory restrictions relating to the company or its subsidiaries or the permissibility of third-parties to transact therewith; the inability to realize sufficient sales to cover non-cancellable purchase obligations under certain ECS distribution agreements; 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. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and the company’s most recent Annual Report on Form 10-K, as well as in other filings the company makes with the Securities and Exchange Commission. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with GAAP, the company also discloses certain non-GAAP financial information in the sections below captioned “Sales,” “Gross Profit,” “Operating Expenses,” “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders.” Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures. Non-GAAP financial information includes the following:

●

Non-GAAP sales exclude the impact of changes in foreign currencies by retranslating prior period results at current period foreign exchange rates.

●

Non-GAAP gross profit excludes inventory recoveries related to the wind down of businesses within Global Components (“impact of wind down to inventory”) and impact of changes in foreign currencies.

●

Non-GAAP operating expenses exclude identifiable intangible asset amortization; restructuring, integration, and other; and impact of changes in foreign currencies.

●

Non-GAAP operating income excludes identifiable intangible asset amortization; restructuring, integration, and other; and impact of wind down to inventory.

​

30

Table of Contents

●

Non-GAAP effective 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) gain on investments, net, and tax adjustments related to wind down of a business.

Management believes that providing this additional information is useful to better assess and understand the company’s operating performance and future prospects in the same manner as management, especially when comparing results with previous periods. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short-term and long-term operating plans, and to evaluate the company’s financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. For a discussion of what is included within “Restructuring, integration, and other” refer to the similarly captioned sections of this item below.

Key Business Metrics

Management uses gross billings as an operational metric to monitor the operating performance of Global ECS, including performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the Global ECS business. The company uses this key metric to develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. Gross billings represent amounts invoiced to customers for goods and services during a specified period and does not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. Refer to Note 1 - “Summary of Significant Accounting Policies” in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion of the company’s revenue recognition policies. The use of gross billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue.

Overview

The company sources and engineers technology for thousands of leading manufacturers, services providers, and users of enterprise computing solutions. The company has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. The company’s revenues originate primarily from the sales of semiconductor products, IP&E components, and IT hardware and software. Equipped with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and helps its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronic components and IT content portfolios to enhance value and market opportunities for stakeholders.  

The company has two reportable segments, Global Components and Global ECS. Global Components, enabled by an extensive portfolio of value-added capabilities and services, markets and distributes electronic components primarily to OEMs and EMS providers. Global ECS is a leading value-added provider of comprehensive computing solutions and services. Its portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS offers broad market access, extensive supplier relationships, scale, and value-added solutions to enable its VARs and MSPs to meet the needs of their end-users. For the first quarter of 2026, approximately 70% and 30% of the company’s sales were from Global Components and Global ECS, respectively.

​

31

Table of Contents

The company’s strategic initiatives include:

Global Components:

​

●

Shifting toward an increased mix of higher-margin value-added services, including engineering, integration and supply chain services by offering procurement, logistics, warehousing, and insights from data analytics, which generally leads to longer and more profitable relationships with the company’s suppliers and customers.

​

●

Striving to further penetrate the market for IP&E, which tends to be a margin-accretive segment of the broader available market.

​

Global ECS:

​

●

Enabling customer cloud-based solutions through ArrowSphere, the company’s cloud marketplace and management platform, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence and tools that IT solution providers need to drive growth. ArrowSphere includes an AI-enabled digital go-to-market platform aimed at helping the company’s channel partners sell and support a variety of cloud offerings at higher rates.

​

●

Providing value-added distribution services including sales and marketing, demand generation, support and managed services, digital platforms, and other services on behalf of certain suppliers.

​

Executive Summary

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

​

​

​

​

​

April 4,

​

​

March 29,

​

​

​

​

(millions except per share data)

  ​ ​ ​

2026

  ​ ​ ​

​

2025

  ​ ​ ​

​

Change

Consolidated sales

​

$

9,474

​

​

$

6,814

​

​

39.0

%

Global Components sales

​

$

6,640

​

​

$

4,778

​

​

39.0

%

Global ECS sales

​

$

2,833

​

​

$

2,036

​

​

39.1

%

Gross profit margin

​

​

11.5

%

​

​

11.4

%

​

10

bps

Non-GAAP gross profit margin

​

​

11.5

%

​

​

11.3

%

​

20

bps

Operating income

​

$

362

​

​

$

159

​

​

128.1

%

Operating income margin

​

​

3.8

%

​

​

2.3

%

​

150

bps

Non-GAAP operating income

​

$

401

​

​

$

179

​

​

124.2

%

Non-GAAP operating income margin

​

​

4.2

%

​

​

2.6

%

​

160

bps

Net income attributable to shareholders

​

$

235

​

​

$

80

​

​

194.9

%

Earnings per share attributable to shareholders - diluted

​

$

4.55

​

​

$

1.51

​

​

201.3

%

Non-GAAP net income attributable to shareholders

​

$

270

​

​

$

95

​

​

185.0

%

Non-GAAP earnings per share attributable to shareholders - diluted

​

$

5.22

​

​

$

1.80

​

​

190.0

%

The sum of sales by reportable segments may not agree to consolidated sales, as presented, due to rounding.

​

During the first quarter of 2026, changes in foreign currencies increased sales by approximately $273.5 million, operating income by $6.9 million, and earnings per share on a diluted basis by $0.07 compared to the year-earlier period.

​

32

Table of Contents

Business environment and other trends:

●

In the first quarter of 2026, the company continued to experience stronger demand trends as a result of sustained market strength in all regions within Global Components. As the market strength continues, the company is pr

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

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. 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.

Information Relating to Forward-Looking Statements

This report includes “forward-looking statements,” as the term is defined under the federal securities laws. Forward-looking statements are those statements which are not statements of historical or current fact. These forward-looking statements can be identified by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “may,” “will,” “would,” “could,” “believes,” “seeks,” “projected,” “potential,” “estimates,” and similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: unfavorable economic conditions or changes, including those that may occur in connection with recession, inflation, tax rates, foreign currency exchange rates, or the availability of capital; 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. 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. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements.

Certain Non-GAAP Financial Information

In addition to disclosing financial results that are determined in accordance with GAAP, the company also discloses certain non-GAAP financial information in the sections below captioned “Sales,” “Gross Profit,” “Operating Expenses,” “Operating Income,” “Income Tax,” and “Net Income Attributable to Shareholders.” Refer to these sections below for reconciliations of non-GAAP financial measures to the most directly comparable reported GAAP financial measures. Non-GAAP financial information includes the following:

●

Non-GAAP sales exclude the impact of changes in foreign currencies by retranslating prior period results at current period foreign exchange rates.

●

Non-GAAP gross profit excludes inventory (recoveries) 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”).

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. Management typically monitors the business as adjusted for these items, in addition to GAAP results, to understand and compare operating results across accounting periods, for internal budgeting purposes, for short-term and long-term operating plans, and to evaluate the company’s financial performance. However, analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP. For a discussion of what is included within “Restructuring, integration, and other” and “Gain (loss) on investments, net” refer to the similarly captioned sections of this item below.

Key Business Metrics

Management uses gross billings as an operational metric to monitor the operating performance of global ECS, including performance by geographic region, as it provides meaningful supplemental information in evaluating the overall performance of the global ECS business. The company uses this key metric to develop financial forecasts, make strategic decisions, and prepare and approve annual budgets. Gross billings represent amounts invoiced to customers for goods and services during a specified period and does not include the impact of recording sales on a net basis or sales adjustments, such as trade discounts and other allowances. Refer to Note 1 -  “Summary of Significant Accounting Policies” within Item 8 for further discussion of the company’s revenue recognition policies. The use of gross billings has certain limitations as an analytical tool and should not be considered in isolation or as a substitute for revenue.

Overview

The company sources and engineers technology for thousands of leading manufacturers, services providers, and users of enterprise computing solutions. The company has one of the world’s broadest portfolios of product offerings available from leading electronic components and enterprise computing solutions suppliers. The company’s revenues originate primarily from the sales of semiconductor products, IP&E components, and IT hardware and software. Equipped with a range of services, solutions, and tools, the company enables its suppliers to distribute their technologies and helps its industrial and commercial customers source, build, and leverage these technologies, reduce their time to market, grow their businesses, and enhance their overall competitiveness. The company is a trusted partner in a complex value chain and is uniquely positioned through its electronic components and IT content portfolios to enhance value and market opportunities for stakeholders.

The company has two reportable segments, global components and global ECS. Global components, enabled by an extensive portfolio of value-added capabilities and services, markets and distributes electronic components primarily to OEMs and EMS providers. Global ECS is a leading value-added provider of comprehensive computing solutions and services. Its portfolio includes datacenter, cloud, security, and analytics solutions. Global ECS offers broad market access, extensive supplier relationships, scale, and value-added solutions to enable its VARs and MSPs to meet the needs of their end-users. In 2025, approximately 70% and 30% of the company’s sales were from global components and global ECS, respectively.

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Table of Contents

The company’s strategic initiatives include:

Global Components:

●

Shifting toward an increased mix of higher-margin value-added services, including engineering, integration and supply chain services by offering procurement, logistics, warehousing, and insights from data analytics which generally leads to longer and more profitable relationships with the company’s suppliers and customers.

●

Striving to further penetrate the market for IP&E, which tends to be a margin accretive segment of the broader available market.

Global ECS:

●

Enabling customer cloud-based solutions through ArrowSphere, the company’s cloud marketplace and management platform, which helps VARs and MSPs to manage, differentiate, and scale their cloud businesses while providing the business intelligence and tools that IT solution providers need to drive growth. ArrowSphere includes an AI-enabled digital go-to-market platform aimed at helping the company’s channel partners sell and support a variety of cloud offerings at higher rates.

●

Providing value-added distribution services including sales and marketing, demand generation, support and managed services, digital platforms and other services on behalf of certain suppliers.

Executive Summary

​

​

​

​

​

​

​

​

​

​

​

(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.

Business environment and other trends:

●

Within global ECS, the company has entered into certain non-cancellable multi-year purchase obligations through 2032, designating it as the exclusive partner for certain products and granting it the right to sell a broad set of IT solutions. In 2025, the company recorded losses due to lower profit expectations on certain underperforming contracts which negatively impacted gross profit margins. Heading into 2026, the company is continuing to adapt to best service these obligations and is committed to focusing on optimizing, enhancing and scaling these offerings. Due to the early stages and expected variability in the margins related to these contracts, the long-term performance of the agreements cannot be reasonably estimated at this time, and the company is anticipating there could be additional losses in the coming quarters on certain agreements.

●

Between October 8, 2025, and October 17, 2025, three of the company’s subsidiaries in China were added to the “Entity List” of the BIS, which restricted their ability to receive exports of U.S. technology from suppliers. During that time period, the subsidiaries were unable to receive shipments from many suppliers and fulfill corresponding

29

Table of Contents

customer orders, which resulted in marginal lost sales by global components in the Asia/Pacific region in the fourth quarter of 2025. 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. In 2025, the company began realizing stronger demand trends in all regions and consistent with historical trends from past cyclical downturns, the Asia/Pacific region returned to growth ahead of the Americas and EMEA regions. Despite the temporary business disruption within the Asia/Pacific region related to the BIS entity list incident described above, both the Asia/Pacific and Americas regions saw an increase in sales compared to the year-earlier period. The company anticipates that demand for components will continue to gradually increase aided by the market focus on AI technology. As the market recovery progresses, the company is focusing on efficient deployment and reallocation of working capital investments to maximize margins. While leading indicators are incrementally improving, the company cannot currently predict whether this trend will continue or how it may impact future quarters due to geopolitical and economic uncertainty.

●

The company’s global business continues to face uncertainty around ongoing developments related to U.S. and foreign tariff policies and is continuing to evaluate and further implement mitigating actions, including supply chain optimization and improved solutions around processing tariffs. Global components continues to see a marginal increase in revenue and cost of sales due to price increases. Given the uncertain and evolving nature of U.S. and foreign tariff policies, the company cannot currently predict whether this trend will continue or how it may impact future quarters. Refer to Item 1A - Risk Factors in this Annual Report on Form 10-K for further discussion related to tariffs and tariff drawbacks.

Results of Operations

Sales by reportable segment

Following is an analysis of the company’s sales by reportable segment 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. Refer to Note 1 - “Summary of Significant Accounting Policies” within Item 8.  

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. Global components supply chain services offerings continued to have a positive impact on gross profit margins.

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. Refer to Note 1 - “Summary of Significant Accounting Policies” within Item 8.

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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.

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 factors were offset by a

●

decrease in corporate operating expenses primarily due to a decrease in restructuring, integration and other charges (see discussion below) and reversal of stock-based compensation expense mainly due to equity-award forfeitures, which were partially offset by an increase in professional fees.

​

​

33

Table of Contents

Restructuring, Integration, and Other

Restructuring initiatives and integration costs are related to the company’s continued efforts to lower costs, drive operational efficiency and consolidate certain operations, as necessary. The company recorded restructuring, integration, and other charges as follows 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.

(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.

(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”). The Plan is designed to improve operational efficiency through the following measures: (i) reorganizing and consolidating certain areas of the company’s operations to centralize functions and streamline resources, with a focus on more cost-efficient regions; (ii) enhancing warehouse and logistics operations; (iii) investing in information technology to support automation and process improvements; (iv) consolidating the company’s global real estate footprint; (v) reducing third-party spending; and (vi) winding down certain non-core businesses that are not aligned with the company’s strategic objectives. 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.  While the expected cash charges are in line with original expectations, the increase is primarily related to non-cash write-offs due to changes in foreign currencies.  The composition of these costs will continue to evolve over time the company currently expects to incur approximately $100.0 million of employee severance and other personnel cash expenditures; approximately $65.0 million of non-cash asset impairments, inventory write-downs and foreign currency translation adjustment write-offs related to the wind down of certain business operations; and approximately $35.0 million of other related cash expenditures. As a result of the company’s philosophy of maximizing operating efficiencies through the centralization of certain functions, restructuring, integration, and related costs are included in the corporate line item for management and segment reporting as they are not attributable to the individual reportable segments.

​

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 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. 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. 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. Refer to the section below titled “Liquidity and Capital Resources” for more information on changes in borrowings.

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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. 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.

The year-over-year change in the effective tax rate for 2025 was primarily driven by a shift in jurisdictional mix of earnings, the impact of foreign currency exchange rate fluctuations in certain locations, the tax treatment of stock-based compensation, an increase in gain on investments and adjustments to reserves for uncertain tax positions.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, significantly amending U.S. federal tax law, including changes to international tax provisions, expensing of research and experimental expenditures, depreciation, and interest deduction rules. The company does not expect the OBBBA to have a material impact on its effective tax rate.

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.

The increase in net income attributable to shareholders in 2025 compared to the year-earlier period relates primarily to gain on investments, net, changes in sales and gross margins, as discussed above, and the impact of TCJA Tax Act settlements.

Liquidity and Capital Resources

Management believes that the company’s current cash availability, its current borrowing capacity under its revolving credit facility and asset securitization programs, and its expected ability to generate future operating cash flows are sufficient to meet its projected cash flow needs for the next 12 months and the foreseeable future. The company’s 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. The company continually evaluates its liquidity requirements and would seek to amend its existing borrowing capacity or access the financial markets if necessary.

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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’s principal uses of liquidity include cash used in operations, investments to grow working capital, scheduled interest and principal payments on its borrowings, and the return of cash to shareholders through share repurchases.

The following table presents selected financial information related to liquidity 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. 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. 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. 

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. 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.

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.

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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. 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.

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.

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. 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 fluctuations in both “Accounts receivable, net” and “Accounts payable” are primarily related to the global components supply chain services offerings and generally correlated as the company acts as an intermediary in the transaction and remits payments to the supplier upon receipt from the customer. Refer to Note 4 - “Accounts Receivable” within Item 8.

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. The change in cash provided by (used for) investing activities related primarily to proceeds from the sale of an investment in certain equity securities (refer to Note 3 - “Investments in Affiliated Companies” within Item 8) and proceeds for the settlement of net investment hedges (refer to Note 7 - “Financial Instruments Measured at Fair Value” within Item 8).

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Table of Contents

Cash Flows from Financing Activities

The net amount of cash used for financing activities was $206.1 million during 2025 compared to $956.8 in 2024. The change in cash used for financing activities was primarily due to a decrease in short term and other borrowings, lower redemption of notes and lower share repurchases in 2025.

Capital Expenditures

Capital expenditures were $101.3 million and $92.7 million in 2025 and 2024, respectively. The company expects capital expenditures to be approximately $100.0 million for fiscal year 2026.

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. The share repurchase authorization does not have an expiration date and the pace of the repurchase activity will depend on factors such as the company’s working capital needs, cash requirements for acquisitions, debt repayment obligations or repurchases of debt, share price, and economic and market conditions. The share repurchase program may be accelerated, suspended, delayed, or discontinued at any time subject to the approval of the company’s Board of Directors.

Contractual Obligations

The company has contractual obligations for short-term and long-term debt, interest on short-term and long-term debt, purchase obligations, 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. During April 2025, the company repaid in full the $350.0 million principal amount of its 4.00% notes due April 2025.  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. 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. Some of these purchase obligations relate to sales where the company acts as an agent in the transaction. 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. Refer to Note 14 - “Lease Commitments” within Item 8 for further discussion of the company’s operating leases.

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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. 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 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 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. 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. 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. 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.

Critical Accounting Estimates

The company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the company to make significant estimates and judgments that have had or are reasonably likely to have a material impact on the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The company has established detailed policies and control procedures intended to ensure the appropriateness of such estimates and assumptions and their consistent application from period to period. The company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Table of Contents

For a description of the company’s significant accounting policies, see Note 1 - “Summary of Significant Accounting Policies” within Item 8. The following components of the consolidated financial statements contain critical accounting estimates:

Trade Accounts Receivable

Management estimates the allowance for credit losses using relevant available information about expected credit losses and an age-based reserve model. Inputs to the model include information about historical credit losses, customer credit ratings, past events, current conditions, and reasonable and supportable forecasts. Adjustments to historical loss information are made for differences in current receivable-specific risk characteristics such as changes in the economic and industry environment, or other relevant factors. These adjustments as well as other inputs such as the identification of credit risk pools, and age-based allowances require significant judgment and are inherently uncertain. This uncertainty can produce volatility in the company’s allowance for credit losses. In addition, the allowance for credit losses could be insufficient to cover actual losses, which would negatively impact net income.

Inventories

Inventories are stated at the lower of cost or net realizable value. Write-downs of inventories to net realizable value for excess or obsolete inventories are based upon contractual provisions governing supplier price protections and stock rotation rights, the age of inventories, inventory turnover, as well as assumptions about future demand and market conditions. Due to the large number of products, markets, and transactions, and the complexity of managing the process around price protections and stock rotations, there is a high degree of judgment required for estimates made regarding demand for age-based inventory and future market conditions, after considering supplier protection provisions.

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. The assessment of the need for a valuation allowance requires judgment on the part of management with respect to the benefits that could be realized from future taxable income, as well as other positive and negative factors. It is also the company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the company prevails in matters for which a liability for an unrecognized tax benefit is established, or is required to pay amounts in excess of the liability, or when other facts and circumstances change, the company’s effective tax rate in a given financial statement period may be materially affected. Refer to Note 8 - “Income Taxes” within Item 8 for further discussion.

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. 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. These matters are reviewed at least on a quarterly basis. Refer to Note 15 - “Contingencies” within Item 8 for further discussion.

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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. Goodwill is tested at a level referred to as a reporting unit. 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. 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.

(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. The assumptions included in the income approach include forecasted revenues, gross profit margins, operating income margins, working capital, perpetual growth rates, income tax rates, and long-term discount rates, among others, all of which require significant judgments by management. The company also reconciles its discounted cash flow analysis to its current market capitalization allowing for a reasonable control premium. 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%. 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. A decline in general economic conditions or global equity valuations could impact the judgments and assumptions about the fair value of the company’s businesses, 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. 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.

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.

​

​

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