UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-4482
ARROW ELECTRONICS, INC.
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(Exact name of Registrant as specified in its charter)
New York 11-1806155
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 Marcus Drive, Melville, New York 11747
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 631-847-2000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $1 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of voting stock held by non-affiliates of
the registrant as of February 28, 2003 was $1,409,874,920.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $1 par value: 100,831,609 shares outstanding at February
28, 2003.
The following documents are incorporated herein by reference:
1. Proxy Statement to be filed in connection with Annual Meeting of Shareholders
to be held May 22, 2003 (incorporated in Part III).
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the "Report of Ernst & Young
LLP, Independent Auditors" on page 24 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, which was previously filed by Arrow
Electronics, Inc. with the Securities and Exchange Commission on March 27, 2003.
ITEM 8. FINANCIAL STATEMENTS
Reference is made to the consolidated financial statements of Arrow
Electronics, Inc. included under the caption "Item 8. Financial Statements" in
the Company's Annual Report on Form 10-K , and to the independent auditors
report on those consolidated financial statements at December 31, 2002 and 2001
and for each of the three years in the period ended December 31, 2002 included
therein and to the independent auditors report on those consolidated financial
statements included herein.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Arrow Electronics, Inc.
We have audited the accompanying consolidated balance sheet of Arrow
Electronics, Inc. as of December 31, 2002 and 2001, and the related consolidated
statements of operations, cash flows, and shareholders' equity for each of the
three years in the period ended December 31, 2002. Our audits also included the
financial statement schedule listed in the Index at Item 15(a). These financial
statements and the schedule are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements and
the schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Arrow
Electronics, Inc. at December 31, 2002 and 2001, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 6 to the Consolidated Financial Statements, on January 1,
2002 Arrow Electronics, Inc. adopted Statement of Financial Accounting Standard
No. 142, "Goodwill and Other Intangible Assets".
/s/ ERNST & YOUNG LLP
New York, New York
February 13, 2003
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ARROW ELECTRONICS, INC.
By: /s/ Peter S. Brown
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Peter S. Brown
Senior Vice President
February 17, 2004
INDEX TO EXHIBITS
EXHIBIT:
23 Consent of Independent Auditors.
31(i) Certification of William E. Mitchell, Chief Executive Officer, under
Section 302 of the Sarbanes-Oxley Act of 2002.
31(ii) Certification of Paul J. Reilly, Chief Financial Officer, under Section
302 of the Sarbanes-Oxley Act of 2002.
32(i) Certification of William E. Mitchell, Chief Executive Officer, under
Section 906 of the Sarbanes-Oxley Act of 2002.
32(ii) Certification of Paul J. Reilly, Chief Financial Officer, under Section
906 of the Sarbanes-Oxley Act of 2002.