TEXT - Fitch rates Arrow Electronics proposed notes

Feb 12 - Fitch Ratings has assigned a 'BBB-' rating to Arrow Electronics,
Inc.'s (Arrow) proposed offering of $500 million in senior unsecured
notes. Fitch expects a portion of the proceeds to be used to refinance Arrow's
$332 million senior unsecured note maturing July 2013.

KEY RATING DRIVERS:

Credit strengths include the company's leading market positions in both
component and enterprise computing distribution worldwide; the ability to
generate cash from operations in a normal revenue growth environment, as well as
achieve significant free cash flow in a downturn from reduced working capital;
and a highly diversified supplier and customer base.

Credit concerns include Arrow's thin operating margins, which are typical of the
IT distribution market; significant investment levels required to increase share
in the faster-growing Asia-Pacific region, including potentially debt-financed
acquisitions; integration risk stemming from Arrow's acquisition growth
strategy; Arrow's exposure to the cyclical demand patterns and cash flows
associated with the semiconductor and networking sectors; and the potential for
future partially debt-financed share-repurchase programs.

As of Dec. 31, 2012, financial flexibility was solid with $410 million in cash
and $1.1 billion available from a $1.2 billion senior unsecured revolving credit
facility which expires in August 2016. Arrow has roughly $550 million available
under a three-year $775 million accounts receivable securitization (ARS)
facility maturing in December 2014. Fitch expects Arrow to produce strong free
cash flow, with minimal working capital requirements. Fitch estimates that Arrow
has produced average annual free cash flow in excess of $400 million over past
five years.

Total debt as of Dec. 31, 2012 was $2 billion and consisted primarily of:

--$124 million drawn on the company's $1.2 billion revolving credit facility
expiring August 2016;

--$225 million drawn on the company's $750 million A/R securitization facility
expiring December 2014;

--$335 million 6.875% notes due 2013;
--$258 million of 3.375% notes due 2015;
--$199 million 6.875% senior debentures due 2018;
--$300 million 6% notes due 2020;
--$198 million 7.5% senior debentures due 2027; and
--$249 million of 5.125% notes due 2021.

Fitch currently rates Arrow as follows:
--Issuer Default Rating (IDR) at 'BBB-';
--Senior unsecured notes at 'BBB-';
--Senior unsecured bank credit facility at 'BBB-'.

The Rating Outlook is Stable.

RATING SENSITIVITY:

Negative: Future developments that may, individually or collectively, lead to
negative rating action include:

--Revenue declines that signal a loss of market share, either to other
distributors or suppliers increasingly going direct to market;

--Severe operating margin compression resulting from intense competition;

--Significant debt-financed acquisitions and/or share repurchases, particularly
if funded from cash generated from working capital declines.

Positive: Upside movement in the ratings is limited given Arrow's the razor-thin
operating margin profile with significant cyclical demand exposure. Significant
sustained improvement in credit metrics paired with a long-term strategic
business rationale and demonstrated commitment from management to maintain a
higher rating would be necessary.