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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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 Identification Number)
incorporation or organization)
50 MARCUS DRIVE, MELVILLE, NEW YORK 11747
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(Address of principal executive offices) (Zip Code)
(631) 847-2000
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(Registrant's telephone number, including area code)
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. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $1 par value: 100,880,925 shares outstanding at October 31, 2003.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to our quarterly report for
the period ended September 30, 2003 solely for the purpose of amending and
restating Item 4 of Part I, Financial Information. The complete text of Item 4,
as amended is set forth herein. In addition, in connection with the filing of
this Amendment No. 1 and pursuant to Rule 12b-15, we are including certain
currently dated certifications. The remainder of the Form 10-Q is unchanged and
is not reproduced in this Amendment No. 1. The Amendment No. 1 speaks as of the
original filing date of the Form 10-Q and does not reflect events occurring
after the filing of the original Form 10-Q, or modify or update the disclosures
therein in any way other than as required to reflect the amendment set forth
below.
ITEM 4. CONTROLS AND PROCEDURES.
The company's chief executive officer and chief financial officer have evaluated
the effectiveness of the company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934 (the "Exchange Act")) as of September 30, 2003. Based on such evaluation,
they have concluded that, as of September 30, 2003, the company's disclosure
controls and procedures were effective to ensure that information required to be
disclosed by the company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. However, in evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
There were no changes in the company's internal controls over financial
reporting or in other factors that has or is reasonably likely to materially
affect the company's internal controls over financial reporting during the
period covered by this quarterly report.
SIGNATURE
Pursuant to the requirements 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.
Date: February 17, 2004 By: /s/ Paul J. Reilly
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Paul J. Reilly
Vice President and Chief
Financial Officer
EXHIBITS
Exhibits:
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.