UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| |
(Mark One) | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended | |
or | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
001-33260
(Commission File Number)
TE CONNECTIVITY LTD.
(Exact name of registrant as specified in its charter)
Switzerland | 98-0518048 |
Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland (Address of principal executive offices) | +41 (0)52 633 66 61 (Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered |
Common Shares, Par Value CHF 0.57 | TEL | New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of common shares outstanding as of July 21, 2023January 19, 2024 was 313,938,622.308,798,987.
TE CONNECTIVITY LTD.
INDEX TO FORM 10-Q
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| | Notes to Condensed Consolidated Financial Statements (unaudited) | |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions, except per share data) | | | (in millions, except per share data) | | ||||||||||||||
Net sales | | $ | 3,998 | | $ | 4,097 | | $ | 11,999 | | $ | 11,922 | | | $ | 3,831 | | $ | 3,841 | |
Cost of sales | |
| 2,699 | |
| 2,769 | |
| 8,229 | |
| 8,027 | | |
| 2,507 | |
| 2,654 | |
Gross margin | |
| 1,299 | |
| 1,328 | |
| 3,770 | |
| 3,895 | | |
| 1,324 | |
| 1,187 | |
Selling, general, and administrative expenses | |
| 431 | | | 393 | |
| 1,258 | | | 1,172 | | |
| 424 | | | 392 | |
Research, development, and engineering expenses | |
| 176 | | | 179 | |
| 534 | | | 539 | | |
| 173 | | | 173 | |
Acquisition and integration costs | |
| 9 | | | 11 | |
| 26 | | | 29 | | |
| 8 | | | 9 | |
Restructuring and other charges, net | |
| 53 | | | 26 | |
| 283 | | | 59 | | |
| 21 | | | 111 | |
Operating income | | | 630 | | | 719 | | | 1,669 | | | 2,096 | | | | 698 | | | 502 | |
Interest income | | | 18 | | | 3 | | | 39 | | | 9 | | | | 22 | | | 9 | |
Interest expense | |
| (20) | | | (18) | |
| (61) | | | (48) | | |
| (18) | | | (21) | |
Other income (expense), net | |
| (4) | | | 4 | |
| (13) | | | 24 | | |||||||
Other expense, net | |
| (3) | | | (5) | | |||||||||||||
Income from continuing operations before income taxes | |
| 624 | |
| 708 | |
| 1,634 | |
| 2,081 | | |
| 699 | |
| 485 | |
Income tax expense | |
| (96) | | | (116) | |
| (283) | | | (362) | | |||||||
Income tax (expense) benefit | |
| 1,105 | | | (87) | | |||||||||||||
Income from continuing operations | |
| 528 | |
| 592 | |
| 1,351 | |
| 1,719 | | |
| 1,804 | |
| 398 | |
Income from discontinued operations, net of income taxes | |
| — | | | 2 | |
| 7 | | | 1 | | |||||||
Loss from discontinued operations, net of income taxes | |
| (1) | | | (1) | | |||||||||||||
Net income | | $ | 528 | | $ | 594 | | $ | 1,358 | | $ | 1,720 | | | $ | 1,803 | | $ | 397 | |
| | | | | | | | | | | | | | | | | | | | |
Basic earnings per share: | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 1.68 | | $ | 1.84 | | $ | 4.28 | | $ | 5.31 | | | $ | 5.80 | | $ | 1.26 | |
Income from discontinued operations | |
| — | |
| 0.01 | |
| 0.02 | |
| — | | |||||||
Loss from discontinued operations | |
| — | |
| — | | |||||||||||||
Net income | |
| 1.68 | |
| 1.84 | |
| 4.30 | |
| 5.31 | | |
| 5.80 | |
| 1.25 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 1.67 | | $ | 1.83 | | $ | 4.25 | | $ | 5.26 | | | $ | 5.76 | | $ | 1.25 | |
Income from discontinued operations | |
| — | |
| 0.01 | |
| 0.02 | |
| — | | |||||||
Loss from discontinued operations | |
| — | |
| — | | |||||||||||||
Net income | |
| 1.67 | |
| 1.83 | |
| 4.27 | |
| 5.26 | | |
| 5.76 | |
| 1.24 | |
| | | | | | | | | | | | | | | | | | | | |
Weighted-average number of shares outstanding: | | | | | | | | | | | | | | | | | | | | |
Basic | |
| 315 | | | 322 | |
| 316 | | | 324 | | |
| 311 | | | 317 | |
Diluted | |
| 317 | | | 324 | |
| 318 | | | 327 | | |
| 313 | | | 319 | |
See Notes to Condensed Consolidated Financial Statements.
1
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Net income | | $ | 528 | | $ | 594 | | $ | 1,358 | | $ | 1,720 | | | $ | 1,803 | | $ | 397 | |
Other comprehensive income (loss): | | | | | | | | | | | | | | |||||||
Other comprehensive income: | | | | | | | | |||||||||||||
Currency translation | |
| (25) | | | (225) | | | 358 | | | (216) | | |
| 163 | | | 305 | |
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes | |
| 1 | | | 4 | | | 4 | | | 12 | | |
| (18) | | | 2 | |
Gains (losses) on cash flow hedges, net of income taxes | |
| (42) | | | (112) | | | 65 | | | (65) | | |||||||
Other comprehensive income (loss) | |
| (66) | |
| (333) | |
| 427 | |
| (269) | | |||||||
Gains on cash flow hedges, net of income taxes | |
| 28 | | | 69 | | |||||||||||||
Other comprehensive income | |
| 173 | |
| 376 | | |||||||||||||
Comprehensive income | | | 462 | | | 261 | | | 1,785 | | | 1,451 | | | | 1,976 | | | 773 | |
Less: comprehensive (income) loss attributable to noncontrolling interests | | | (1) | | | 4 | | | (12) | | | 11 | | |||||||
Less: comprehensive income attributable to noncontrolling interests | | | (4) | | | (9) | | |||||||||||||
Comprehensive income attributable to TE Connectivity Ltd. | | $ | 461 | | $ | 265 | | $ | 1,773 | | $ | 1,462 | | | $ | 1,972 | | $ | 764 | |
See Notes to Condensed Consolidated Financial Statements.
2
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | | | | | | |
| | June 30, | | September 30, | | ||
|
| 2023 |
| 2022 |
| ||
| | (in millions, except share | | ||||
| | data) | | ||||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 1,131 | | $ | 1,088 | |
Accounts receivable, net of allowance for doubtful accounts of $42 and $45, respectively | |
| 2,998 | |
| 2,865 | |
Inventories | |
| 2,801 | |
| 2,676 | |
Prepaid expenses and other current assets | |
| 719 | |
| 639 | |
Total current assets | |
| 7,649 | |
| 7,268 | |
Property, plant, and equipment, net | |
| 3,781 | |
| 3,567 | |
Goodwill | |
| 5,528 | |
| 5,258 | |
Intangible assets, net | |
| 1,242 | |
| 1,288 | |
Deferred income taxes | |
| 2,680 | |
| 2,498 | |
Other assets | |
| 821 | |
| 903 | |
Total assets | | $ | 21,701 | | $ | 20,782 | |
Liabilities, redeemable noncontrolling interests, and shareholders' equity | | | | | | | |
Current liabilities: | | | | | | | |
Short-term debt | | $ | 291 | | $ | 914 | |
Accounts payable | |
| 1,616 | |
| 1,593 | |
Accrued and other current liabilities | |
| 2,351 | |
| 2,125 | |
Total current liabilities | |
| 4,258 | |
| 4,632 | |
Long-term debt | |
| 3,915 | |
| 3,292 | |
Long-term pension and postretirement liabilities | |
| 735 | |
| 695 | |
Deferred income taxes | |
| 211 | |
| 244 | |
Income taxes | |
| 335 | |
| 304 | |
Other liabilities | |
| 791 | |
| 718 | |
Total liabilities | |
| 10,245 | |
| 9,885 | |
Commitments and contingencies (Note 9) | | | | | | | |
Redeemable noncontrolling interests | | | 107 | | | 95 | |
Shareholders' equity: | | | | | | | |
Common shares, CHF 0.57 par value, 322,470,281 shares authorized and issued, and 330,830,781 shares authorized and issued, respectively | |
| 142 | | | 146 | |
Accumulated earnings | |
| 12,372 | |
| 12,832 | |
Treasury shares, at cost, 8,271,688 and 12,749,540 shares, respectively | |
| (1,085) | |
| (1,681) | |
Accumulated other comprehensive loss | |
| (80) | |
| (495) | |
Total shareholders' equity | |
| 11,349 | |
| 10,802 | |
Total liabilities, redeemable noncontrolling interests, and shareholders' equity | | $ | 21,701 | | $ | 20,782 | |
| | | | | | | |
| | December 29, | | September 29, | | ||
|
| 2023 |
| 2023 |
| ||
| | (in millions, except share | | ||||
| | data) | | ||||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 1,170 | | $ | 1,661 | |
Accounts receivable, net of allowance for doubtful accounts of $37 and $30, respectively | |
| 2,828 | |
| 2,967 | |
Inventories | |
| 2,783 | |
| 2,552 | |
Prepaid expenses and other current assets | |
| 660 | |
| 712 | |
Total current assets | |
| 7,441 | |
| 7,892 | |
Property, plant, and equipment, net | |
| 3,854 | |
| 3,754 | |
Goodwill | |
| 5,836 | |
| 5,463 | |
Intangible assets, net | |
| 1,278 | |
| 1,175 | |
Deferred income taxes | |
| 3,852 | |
| 2,600 | |
Other assets | |
| 810 | |
| 828 | |
Total assets | | $ | 23,071 | | $ | 21,712 | |
Liabilities, redeemable noncontrolling interests, and equity | | | | | | | |
Current liabilities: | | | | | | | |
Short-term debt | | $ | 613 | | $ | 682 | |
Accounts payable | |
| 1,690 | |
| 1,563 | |
Accrued and other current liabilities | |
| 1,708 | |
| 2,218 | |
Total current liabilities | |
| 4,011 | |
| 4,463 | |
Long-term debt | |
| 3,585 | |
| 3,529 | |
Long-term pension and postretirement liabilities | |
| 744 | |
| 728 | |
Deferred income taxes | |
| 188 | |
| 185 | |
Income taxes | |
| 380 | |
| 365 | |
Other liabilities | |
| 914 | |
| 787 | |
Total liabilities | |
| 9,822 | |
| 10,057 | |
Commitments and contingencies (Note 9) | | | | | | | |
Redeemable noncontrolling interests | | | 108 | | | 104 | |
Equity: | | | | | | | |
TE Connectivity Ltd. shareholders' equity: | | | | | | | |
Common shares, CHF 0.57 par value, 322,470,281 shares authorized and issued | |
| 142 | | | 142 | |
Accumulated earnings | |
| 14,678 | |
| 12,947 | |
Treasury shares, at cost, 13,050,787 and 10,487,742 shares, respectively | |
| (1,695) | |
| (1,380) | |
Accumulated other comprehensive income (loss) | |
| 11 | |
| (158) | |
Total TE Connectivity Ltd. shareholders' equity | | | 13,136 | | | 11,551 | |
Noncontrolling interests | | | 5 | | | — | |
Total equity | |
| 13,141 | |
| 11,551 | |
Total liabilities, redeemable noncontrolling interests, and equity | | $ | 23,071 | | $ | 21,712 | |
See Notes to Condensed Consolidated Financial Statements.
3
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Quarter Ended June 30, 2023 | | ||||||||||||||||||||
| | | | | | | | | | | | | | | | Accumulated | | | | ||||
| | | | | | | | | | | | | | | | | Other | | Total | | |||
| | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | ||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Loss |
| Equity |
| ||||||
| | (in millions) | | ||||||||||||||||||||
Balance at March 31, 2023 |
| 322 | | $ | 142 |
| (7) | | $ | (933) | | $ | — | | $ | 11,824 | | $ | (13) | | $ | 11,020 | |
Net income |
| — | |
| — |
| — | |
| — | |
| — | |
| 528 | |
| — | |
| 528 | |
Other comprehensive loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| (67) | |
| (67) | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| 32 | |
| — | |
| — | |
| 32 | |
Dividends |
| — | |
| — |
| — | |
| — | |
| — | |
| 4 | |
| — | |
| 4 | |
Exercise of share options |
| — | |
| — |
| — | |
| 13 | |
| — | |
| — | |
| — | |
| 13 | |
Restricted share award vestings and other activity |
| — | |
| — |
| — | |
| 24 | |
| (32) | |
| 16 | |
| — | |
| 8 | |
Repurchase of common shares |
| — | |
| — |
| (1) | |
| (189) | |
| — | |
| — | |
| — | |
| (189) | |
Balance at June 30, 2023 | | 322 | | $ | 142 |
| (8) | | $ | (1,085) | | $ | — | | $ | 12,372 | | $ | (80) | | $ | 11,349 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Quarter Ended December 29, 2023 | | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | Accumulated | | TE Connectivity | | | | | | ||||||
| | | | | | | | | | | | | | | | | Other | | Ltd. | | Non- | | | | | ||||
| | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | controlling | | Total | | ||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Income (Loss) |
| Equity |
| Interests |
| Equity |
| ||||||||
| | (in millions) | | ||||||||||||||||||||||||||
Balance at September 29, 2023 |
| 322 | | $ | 142 |
| (10) | | $ | (1,380) | | $ | — | | $ | 12,947 | | $ | (158) | | $ | 11,551 | | $ | — | | $ | 11,551 | |
Acquisition | | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | 5 | | | 5 | |
Net income |
| — | |
| — |
| — | |
| — | |
| — | |
| 1,803 | |
| — | |
| 1,803 | |
| — | |
| 1,803 | |
Other comprehensive income |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| 169 | |
| 169 | |
| — | |
| 169 | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| 34 | |
| — | |
| — | |
| 34 | |
| — | |
| 34 | |
Exercise of share options |
| — | |
| — |
| — | |
| 11 | |
| — | |
| — | |
| — | |
| 11 | |
| — | |
| 11 | |
Restricted share award vestings and other activity |
| — | |
| — |
| — | |
| 94 | |
| (34) | |
| (72) | |
| — | |
| (12) | |
| — | |
| (12) | |
Repurchase of common shares |
| — | |
| — |
| (3) | |
| (420) | |
| — | |
| — | |
| — | |
| (420) | |
| — | |
| (420) | |
Balance at December 29, 2023 | | 322 | | $ | 142 |
| (13) | | $ | (1,695) | | $ | — | | $ | 14,678 | | $ | 11 | | $ | 13,136 | | $ | 5 | | $ | 13,141 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended June 30, 2023 | | ||||||||||||||||||||
| | | | | | | | | | | | | | | | Accumulated | | | | ||||
| | | | | | | | | | | | | | | | | Other | | Total | | |||
| | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | ||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Loss |
| Equity |
| ||||||
| | (in millions) | | ||||||||||||||||||||
Balance at September 30, 2022 |
| 331 | | $ | 146 |
| (13) | | $ | (1,681) | | $ | — | | $ | 12,832 | | $ | (495) | | $ | 10,802 | |
Net income |
| — | |
| — |
| — | |
| — | |
| — | |
| 1,358 | |
| — | |
| 1,358 | |
Other comprehensive income |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| 415 | |
| 415 | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| 95 | |
| — | |
| — | |
| 95 | |
Dividends | | — | |
| — |
| — | |
| — | |
| — | | | (740) | |
| — | |
| (740) | |
Exercise of share options |
| — | |
| — |
| — | |
| 33 | |
| — | |
| — | |
| — | |
| 33 | |
Restricted share award vestings and other activity |
| — | |
| — |
| 1 | |
| 89 | |
| (95) | |
| 13 | |
| — | |
| 7 | |
Repurchase of common shares |
| — | |
| — |
| (5) | |
| (621) | |
| — | |
| — | |
| — | |
| (621) | |
Cancellation of treasury shares | | (9) | |
| (4) |
| 9 | |
| 1,095 | |
| — | |
| (1,091) | |
| — | |
| — | |
Balance at June 30, 2023 | | 322 | | $ | 142 |
| (8) | | $ | (1,085) | | $ | — | | $ | 12,372 | | $ | (80) | | $ | 11,349 | |
4
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED) (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Quarter Ended June 24, 2022 | | | For the Quarter Ended December 30, 2022 | | ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | | Accumulated | | TE Connectivity | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | Other | | Total | | | | | | | | | | | | | | | | | | Other | | Ltd. | | Non- | | | | | |||||||
| | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | controlling | | Total | | ||||||||||||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Loss |
| Equity |
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Loss |
| Equity |
| Interests |
| Equity |
| ||||||||||||||
| | (in millions) | | | (in millions) | | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 25, 2022 |
| 336 | | $ | 148 |
| (13) | | $ | (1,769) | | $ | — | | $ | 12,160 | | $ | (97) | | $ | 10,442 | | |||||||||||||||||||||||||||||
Balance at September 30, 2022 |
| 331 | | $ | 146 |
| (13) | | $ | (1,681) | | $ | — | | $ | 12,832 | | $ | (495) | | $ | 10,802 | | $ | — | | $ | 10,802 | | |||||||||||||||||||||||
Net income | | — | |
| — |
| — | |
| — | |
| — | |
| 594 | |
| — | |
| 594 | | | — | |
| — |
| — | |
| — | |
| — | |
| 397 | |
| — | |
| 397 | |
| — | |
| 397 | |
Other comprehensive loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| (329) | |
| (329) | | |||||||||||||||||||||||||||||
Other comprehensive income |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| 367 | |
| 367 | |
| — | |
| 367 | | |||||||||||||||||||||||
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| 28 | |
| — | |
| — | |
| 28 | |
| — | |
| — |
| — | |
| — | |
| 32 | |
| — | |
| — | |
| 32 | |
| — | |
| 32 | |
Dividends |
| — | |
| — |
| — | |
| — | |
| — | |
| 5 | |
| — | |
| 5 | | |||||||||||||||||||||||||||||
Exercise of share options |
| — | |
| — |
| — | |
| 4 | |
| — | |
| — | |
| — | |
| 4 | |
| — | |
| — |
| — | |
| 11 | |
| — | |
| — | |
| — | |
| 11 | |
| — | |
| 11 | |
Restricted share award vestings and other activity |
| — | |
| — |
| 1 | |
| 6 | |
| (28) | |
| 32 | |
| — | |
| 10 | |
| — | |
| — |
| 1 | |
| 49 | |
| (32) | |
| (29) | |
| — | |
| (12) | |
| — | |
| (12) | |
Repurchase of common shares |
| — | |
| — |
| (3) | |
| (320) | |
| — | |
| — | |
| — | |
| (320) | |
| — | |
| — |
| (2) | |
| (233) | |
| — | |
| — | |
| — | |
| (233) | |
| — | |
| (233) | |
Cancellation of treasury shares | | (5) | |
| (2) |
| 5 | |
| 709 | |
| — | |
| (707) | |
| — | |
| — | | |||||||||||||||||||||||||||||
Balance at June 24, 2022 | | 331 | | $ | 146 |
| (10) | | $ | (1,370) | | $ | — | | $ | 12,084 | | $ | (426) | | $ | 10,434 | | |||||||||||||||||||||||||||||
Balance at December 30, 2022 | | 331 | | $ | 146 |
| (14) | | $ | (1,854) | | $ | — | | $ | 13,200 | | $ | (128) | | $ | 11,364 | | $ | — | | $ | 11,364 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Nine Months Ended June 24, 2022 | | ||||||||||||||||||||
| | | | | | | | | | | | | | | | Accumulated | | | | ||||
| | | | | | | | | | | | | | | | | Other | | Total | | |||
| | Common Shares | | Treasury Shares | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | ||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Surplus |
| Earnings |
| Loss |
| Equity |
| ||||||
| | (in millions) | | ||||||||||||||||||||
Balance at September 24, 2021 |
| 336 | | $ | 148 |
| (9) | | $ | (1,055) | | $ | — | | $ | 11,709 | | $ | (168) | | $ | 10,634 | |
Net income | | — | | | — | | — | | | — | | | — | | | 1,720 | | | — | | | 1,720 | |
Other comprehensive loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| (258) | |
| (258) | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| 88 | |
| — | |
| — | |
| 88 | |
Dividends |
| — | |
| — |
| — | |
| — | |
| — | |
| (717) | |
| — | |
| (717) | |
Exercise of share options |
| — | |
| — |
| — | |
| 34 | |
| — | |
| — | |
| — | |
| 34 | |
Restricted share award vestings and other activity |
| — | |
| — |
| 2 | |
| 14 | |
| (88) | |
| 79 | |
| — | |
| 5 | |
Repurchase of common shares |
| — | |
| — |
| (8) | |
| (1,072) | |
| — | |
| — | |
| — | |
| (1,072) | |
Cancellation of treasury shares | | (5) | |
| (2) |
| 5 | |
| 709 | |
| — | |
| (707) | |
| — | |
| — | |
Balance at June 24, 2022 | | 331 | | $ | 146 |
| (10) | | $ | (1,370) | | $ | — | | $ | 12,084 | | $ | (426) | | $ | 10,434 | |
See Notes to Condensed Consolidated Financial Statements.
54
TE CONNECTIVITY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | | | | | | | |
| | For the | | | For the | | ||||||||
| | Nine Months Ended | | | Quarters Ended | | ||||||||
| | June 30, | | June 24, | | | December 29, | | December 30, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | |
Net income | | $ | 1,358 | | $ | 1,720 | | | $ | 1,803 | | $ | 397 | |
Income from discontinued operations, net of income taxes | |
| (7) | |
| (1) | | |||||||
Loss from discontinued operations, net of income taxes | |
| 1 | |
| 1 | | |||||||
Income from continuing operations | |
| 1,351 | |
| 1,719 | | |
| 1,804 | |
| 398 | |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | | | | | | | | | | | | | | |
Depreciation and amortization | |
| 594 | |
| 597 | | |
| 194 | |
| 187 | |
Deferred income taxes | |
| (121) | |
| (18) | | |
| (1,217) | |
| (35) | |
Non-cash lease cost | | | 106 | | | 98 | | | | 34 | | | 34 | |
Provision for losses on accounts receivable and inventories | |
| 82 | |
| 79 | | |
| 42 | |
| 51 | |
Share-based compensation expense | |
| 95 | |
| 88 | | |
| 34 | |
| 32 | |
Impairment of held for sale businesses | | | 67 | | | — | | |||||||
Other | |
| 85 | |
| (19) | | |
| 40 | |
| 49 | |
Changes in assets and liabilities, net of the effects of acquisitions and divestitures: | | | | | | | | | | | | | | |
Accounts receivable, net | |
| (202) | |
| (108) | | |
| 127 | |
| (54) | |
Inventories | |
| (323) | |
| (439) | | |
| (282) | |
| (324) | |
Prepaid expenses and other current assets | |
| (30) | |
| 57 | | |
| (48) | |
| (86) | |
Accounts payable | |
| 68 | |
| (48) | | |
| 128 | |
| 149 | |
Accrued and other current liabilities | |
| (14) | |
| (316) | | |
| (239) | |
| (39) | |
Income taxes | |
| 51 | |
| 53 | | |
| 12 | |
| 25 | |
Other | |
| 185 | |
| (219) | | |
| 90 | |
| 194 | |
Net cash provided by operating activities | |
| 1,994 | |
| 1,524 | | |
| 719 | |
| 581 | |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Capital expenditures | |
| (538) | |
| (556) | | |
| (151) | |
| (183) | |
Proceeds from sale of property, plant, and equipment | |
| 3 | |
| 98 | | |
| 2 | |
| 1 | |
Acquisition of businesses, net of cash acquired | |
| (108) | |
| (116) | | |
| (349) | |
| (109) | |
Proceeds from divestiture of businesses, net of cash retained by businesses sold | | | 48 | | | 16 | | |||||||
Proceeds from divestiture of business, net of cash retained by business sold | | | 38 | | | — | | |||||||
Other | |
| 22 | |
| (10) | | |
| (8) | |
| 26 | |
Net cash used in investing activities | |
| (573) | |
| (568) | | |
| (468) | |
| (265) | |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Net increase (decrease) in commercial paper | |
| (82) | |
| 237 | | |||||||
Proceeds from issuance of debt | |
| 499 | |
| 588 | | |||||||
Net decrease in commercial paper | |
| (69) | |
| (139) | | |||||||
Repayment of debt | |
| (591) | |
| (558) | | |
| (1) | |
| (4) | |
Proceeds from exercise of share options | |
| 33 | |
| 34 | | |
| 11 | |
| 11 | |
Repurchase of common shares | |
| (674) | |
| (1,086) | | |
| (476) | |
| (287) | |
Payment of common share dividends to shareholders | |
| (541) | |
| (506) | | |
| (183) | |
| (178) | |
Other | |
| (30) | |
| (39) | | |
| (27) | |
| (24) | |
Net cash used in financing activities | |
| (1,386) | |
| (1,330) | | |
| (745) | |
| (621) | |
Effect of currency translation on cash | |
| 8 | |
| (9) | | |
| 3 | |
| 10 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | |
| 43 | |
| (383) | | |||||||
Net decrease in cash, cash equivalents, and restricted cash | |
| (491) | |
| (295) | | |||||||
Cash, cash equivalents, and restricted cash at beginning of period | |
| 1,088 | |
| 1,203 | | |
| 1,661 | |
| 1,088 | |
Cash, cash equivalents, and restricted cash at end of period | | $ | 1,131 | | $ | 820 | | | $ | 1,170 | | $ | 793 | |
See Notes to Condensed Consolidated Financial Statements.
65
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation and Accounting Policies
The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.
The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.29, 2023.
Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 20232024 and fiscal 20222023 are to our fiscal years ending September 29, 202327, 2024 and ended September 30,29, 2023, respectively.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for our fiscal 2025 Annual Report and subsequent interim periods; however, early adoption is permitted. The amendments should be applied retrospectively to all periods presented in the financial statements. We are currently assessing the impact that adoption will have on our Condensed Consolidated Financial Statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvement to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures through improvements to disclosures related primarily to the rate reconciliation and income taxes paid information. The amendments are effective for us in fiscal 2026; however, early adoption is permitted. We are currently assessing the impact that adoption will have on our Condensed Consolidated Financial Statements.
Recently Adopted Accounting Pronouncement
In September 2022, respectively.
2. Restructuringthe FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50)—Disclosure of Supplier Finance Program Obligations, to enhance transparency and Other Charges, Net
Net restructuringintroduce new disclosures related to an entity’s use of supplier finance programs in connection with the purchase of goods and other charges consistedservices. The ASU requires us, as a buyer in a supplier finance program, to disclose the key terms of the following:
| | | | | | | | | | | | | |
| | For the | | For the | | ||||||||
| | Quarters Ended | | Nine Months Ended | | ||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
| | (in millions) | | ||||||||||
Restructuring charges, net | | $ | 42 | | $ | 26 | | $ | 208 | | $ | 69 | |
Impairment of held for sale businesses and loss (gain) on divestitures, net | | | 10 | | | — | | | 72 | | | (10) | |
Other charges, net | |
| 1 | |
| — | |
| 3 | |
| — | |
Restructuring and other charges, net | | $ | 53 | | $ | 26 | | $ | 283 | | $ | 59 | |
Restructuring Charges, Net
Net restructuringprogram, the amount of obligations outstanding, the balance sheet presentation of such amounts, and related charges by segment were as follows:a rollforward of the obligation activity during the annual period. We adopted this update in the first quarter of fiscal 2024. Adoption did not have a material impact on our Condensed Consolidated Financial Statements. See Note 9 for additional information regarding our supply chain finance program.
| | | | | | | | | | | | | |
| | For the | | For the | | ||||||||
| | Quarters Ended | | Nine Months Ended | | ||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
| | (in millions) | | ||||||||||
Transportation Solutions | | $ | 27 | | $ | 9 | | $ | 119 | | $ | 24 | |
Industrial Solutions | |
| 11 | |
| 11 | |
| 53 | |
| 29 | |
Communications Solutions | |
| 4 | |
| 6 | |
| 36 | |
| 16 | |
Restructuring charges, net | | | 42 | | | 26 | | | 208 | | | 69 | |
Plus: charges included in cost of sales(1) | | | — | | | 4 | | | — | | | 16 | |
Restructuring and related charges, net | | $ | 42 | | $ | 30 | | $ | 208 | | $ | 85 | |
76
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
2. Restructuring and Other Charges, Net
Net restructuring and other charges consisted of the following:
| | | | | | | |
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 29, | | December 30, | | ||
|
| 2023 |
| 2022 |
| ||
| | (in millions) | | ||||
Restructuring charges, net | | $ | 9 | | $ | 104 | |
Loss on divestiture and impairment of held for sale business | | | 11 | | | 6 | |
Other charges, net | |
| 1 | |
| 1 | |
Restructuring and other charges, net | | $ | 21 | | $ | 111 | |
Restructuring Charges, Net
Net restructuring and charges by segment were as follows:
| | | | | | | |
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 29, | | December 30, | | ||
|
| 2023 |
| 2022 |
| ||
| | (in millions) | | ||||
Transportation Solutions | | $ | 2 | | $ | 74 | |
Industrial Solutions | |
| 6 | |
| 6 | |
Communications Solutions | |
| 1 | |
| 24 | |
Restructuring charges, net | | $ | 9 | | $ | 104 | |
Activity in our restructuring reserves was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at | | | | | | | | | | | | | Balance at |
| | Balance at | | | | | | | | | | | | | Balance at |
| ||||||||||||
| | September 30, | | | | | Changes in | | Cash | | Non-Cash | | Currency | | June 30, | | | September 29, | | | | | Changes in | | Cash | | Non-Cash | | Currency | | December 29, | | ||||||||||||
|
| 2022 |
| Charges |
| Estimate |
| Payments |
| Items |
| Translation |
| 2023 |
|
| 2023 |
| Charges |
| Estimate |
| Payments |
| Items |
| Translation |
| 2023 |
| ||||||||||||||
| | (in millions) | | | (in millions) | | ||||||||||||||||||||||||||||||||||||||
Fiscal 2024 Actions: | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Employee severance | | $ | — | | $ | 5 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 5 | | ||||||||||||||||||||||
Fiscal 2023 Actions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Employee severance | | $ | — | | $ | 192 | | $ | — | | $ | (35) | | $ | — | | $ | 3 | | $ | 160 | | | | 187 | | | — | | | (8) | | | (20) | | | — | | | 8 | | | 167 | |
Facility and other exit costs | | | — | | | 2 | | | — | | | — | | | — | | | — | | | 2 | | | | 2 | | | 1 | | | — | | | (3) | | | — | | | — | | | — | |
Property, plant, and equipment | | | — | | | 6 | | | — | | | — | | | (6) | | | — | | | — | | | | — | | | 4 | | | — | | | — | | | (4) | | | — | | | — | |
Total | | | — | | | 200 | | | — | | | (35) | | | (6) | | | 3 | | | 162 | | | | 189 | | | 5 | | | (8) | | | (23) | | | (4) | | | 8 | | | 167 | |
Fiscal 2022 Actions: | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Pre-Fiscal 2023 Actions: | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Employee severance | | | 108 | | | 7 | | | (7) | | | (47) | | | — | | | 6 | | | 67 | | | | 127 | | | — | | | 5 | | | (23) | | | — | | | 4 | | | 113 | |
Facility and other exit costs | | | 1 | | | 7 | | | — | | | (8) | | | — | | | — | | | — | | | | 4 | | | 2 | | | — | | | (2) | | | — | | | — | | | 4 | |
Property, plant, and equipment | | | — | | | 1 | | | — | | | — | | | (1) | | | — | | | — | | ||||||||||||||||||||||
Total | | | 109 | | | 15 | | | (7) | | | (55) | | | (1) | | | 6 | | | 67 | | ||||||||||||||||||||||
Pre-Fiscal 2022 Actions: | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
Employee severance | | | 112 | | | 4 | | | (2) | | | (40) | | | — | | | 11 | | | 85 | | ||||||||||||||||||||||
Facility and other exit costs | | | 7 | | | — | | | 4 | | | (9) | | | — | | | — | | | 2 | | ||||||||||||||||||||||
Property, plant, and equipment | | | — | | | — | | | (6) | | | — | | | 6 | | | — | | | — | | ||||||||||||||||||||||
Total | | | 119 | | | 4 | | | (4) | | | (49) | | | 6 | | | 11 | | | 87 | | | | 131 | | | 2 | | | 5 | | | (25) | | | — | | | 4 | | | 117 | |
Total Activity | | $ | 228 | | $ | 219 | | $ | (11) | | $ | (139) | | $ | (1) | | $ | 20 | | $ | 316 | | | $ | 320 | | $ | 12 | | $ | (3) | | $ | (48) | | $ | (4) | | $ | 12 | | $ | 289 | |
Fiscal 2023 Actions
During fiscal 2023, we initiated a restructuring program associated with cost structure improvements across all segments. During the nine months ended June 30, 2023, we recorded restructuring charges of $200 million in connection with this program. We expect to complete all restructuring actions commenced during the nine months ended June 30, 2023 by the end of fiscal 2025 and to incur additional charges of approximately $18 million related primarily to employee severance and facility exit costs.
The following table summarizes expected, incurred, and remaining charges for the fiscal 2023 program by segment as of June 30, 2023:
| | | | | | | | | | |
| | Total | | Cumulative | | Remaining | | |||
| | Expected | | Charges | | Expected | | |||
|
| Charges |
| Incurred |
| Charges |
| |||
| | (in millions) | | |||||||
Transportation Solutions | | $ | 127 | | $ | 119 | | $ | 8 | |
Industrial Solutions | |
| 63 | |
| 54 | |
| 9 | |
Communications Solutions | |
| 28 | |
| 27 | |
| 1 | |
Total | | $ | 218 | | $ | 200 | | $ | 18 | |
Fiscal 2022 Actions
During fiscal 2022, we initiated a restructuring program associated with footprint consolidation and cost structure improvements across all segments. In connection with this program, during the nine months ended June 30, 2023 and June 24, 2022, we recorded net restructuring and related charges of $8 million and $84 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2022 by the end of fiscal 2024 and to incur additional charges of approximately $10 million related primarily to employee severance and facility exit costs.
87
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Fiscal 2024 Actions
During fiscal 2024, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of the organization, primarily in the Industrial Solutions and Transportation Solutions segments. During the quarter ended December 29, 2023, we recorded restructuring charges of $5 million in connection with this program. We expect to complete all restructuring actions commenced during the quarter ended December 29, 2023 by the end of fiscal 2025, and we expect additional charges related to actions commenced during the quarter ended December 29, 2023 will be insignificant.
Fiscal 2023 Actions
During fiscal 2023, we initiated a restructuring program associated with cost structure improvements across all segments. In connection with this program, during the quarters ended December 29, 2023 and December 30, 2022, we recorded net restructuring credits of $3 million and charges of $105 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2023 by the end of fiscal 2025, and to incur additional charges of approximately $24 million related primarily to employee severance and facility exit costs.
The following table summarizes expected, incurred, and remaining charges for the fiscal 20222023 program by segment as of June 30,December 29, 2023:
| | | | | | | | | | | | | | | | | | | | |
| | Total | | Cumulative | | Remaining | | | Total | | Cumulative | | Remaining | | ||||||
| | Expected | | Charges | | Expected | | | Expected | | Charges | | Expected | | ||||||
|
| Charges |
| Incurred |
| Charges |
|
| Charges |
| Incurred |
| Charges |
| ||||||
| | | | | (in millions) | | | | | | (in millions) | | ||||||||
Transportation Solutions | | $ | 96 | | $ | 90 | | $ | 6 | | | $ | 153 | | $ | 138 | | $ | 15 | |
Industrial Solutions | |
| 53 | |
| 52 | |
| 1 | | |
| 80 | |
| 73 | |
| 7 | |
Communications Solutions | |
| 30 | |
| 27 | |
| 3 | | |
| 35 | |
| 33 | |
| 2 | |
Total | | $ | 179 | | $ | 169 | | $ | 10 | | | $ | 268 | | $ | 244 | | $ | 24 | |
Pre-Fiscal 20222023 Actions
During the nine monthsquarters ended June 24,December 29, 2023 and December 30, 2022, we recorded net restructuring charges of $7 million and credits of $1 million, respectively, related to pre-fiscal 20222023 actions. We expect that any additional charges related to restructuring actions commenced prior to fiscal 20222023 will be insignificant.
Total Restructuring Reserves
Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:
| | | | | | | | | | | | | | |
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Accrued and other current liabilities | | $ | 276 | | $ | 182 | | | $ | 204 | | $ | 240 | |
Other liabilities | |
| 40 | |
| 46 | | |
| 85 | |
| 80 | |
Restructuring reserves | | $ | 316 | | $ | 228 | | | $ | 289 | | $ | 320 | |
DivestituresDivestiture
During the nine monthsquarter ended June 30,December 29, 2023, we sold three businessesone business for net cash proceeds of $48$38 million. In connection with the divestitures, we recorded pre-tax impairment charges and a net pre-tax loss on sales, which totaled to a net charge of $12 million. The businesses sold were reported in our Industrial Solutions segment. Additionally, during the nine months ended June 30, 2023,divestiture, we recorded a pre-tax impairment chargeloss on sale of $60 million in connection with a held for sale$11 million. The business in the Transportation Solutions segment.
During the nine months ended June 24, 2022, we sold two businesses for net cash proceeds of $16 million and recognized a net pre-tax gain of $10 million on the transactions. The businesses sold werewas reported in our Transportation Solutions and Industrial Solutions segments.segment.
3. Acquisitions
During the nine months ended June 30, 2023, we acquired one business for a cash purchase price of $108 million, net of cash acquired. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition.
We acquired two businesses for a combined cash purchase price of $141 million, net of cash acquired, during the nine months ended June 24, 2022. The acquisitions were reported as part of our Communications Solutions segment from the date of acquisition. Also during the nine months ended June 24, 2022, we finalized the purchase price allocation of certain fiscal 2021 acquisitions, which included the recognition of $25 million of cash acquired.
98
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
3. Acquisitions
During the quarter ended December 29, 2023, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 302 million (equivalent to $349 million), net of cash acquired. As a result of the transaction, we recognized a noncontrolling interest with a fair value of $5 million as of the acquisition date. Due to the timing of the transaction, which was reported as part of our Industrial Solutions segment, we preliminarily allocated the purchase price to goodwill and identifiable intangible assets. Our valuation of identifiable intangible assets, assets acquired, and liabilities assumed is currently in process; therefore, the current allocation is subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant. We intend to initiate a squeeze-out procedure and delist the remaining Schaffner shares from SIX Swiss Exchange during fiscal 2024.
We acquired one business for a cash purchase price of $109 million, net of cash acquired, during the quarter ended December 30, 2022. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition.
4. Inventories
Inventories consisted of the following:
| | | | | | | | | | | | | | |
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Raw materials | | $ | 404 | | $ | 390 | | | $ | 394 | | $ | 367 | |
Work in progress | |
| 1,300 | |
| 1,066 | | |
| 1,284 | |
| 1,185 | |
Finished goods | |
| 1,097 | |
| 1,220 | | |
| 1,105 | |
| 1,000 | |
Inventories | | $ | 2,801 | | $ | 2,676 | | | $ | 2,783 | | $ | 2,552 | |
5. Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Transportation |
| Industrial |
| Communications |
| | |
|
| Transportation |
| Industrial |
| Communications |
| | |
| ||||||
| | Solutions | | Solutions | | Solutions | | Total | | | Solutions | | Solutions | | Solutions | | Total | | ||||||||
| | (in millions) | | | (in millions) | | ||||||||||||||||||||
September 30, 2022(1) | | $ | 1,439 | | $ | 3,118 | | $ | 701 | | $ | 5,258 | | |||||||||||||
September 29, 2023(1) | | $ | 1,478 | | $ | 3,263 | | $ | 722 | | $ | 5,463 | | |||||||||||||
Acquisition | | | — | | | 72 | | | — | | | 72 | | | | — | | | 257 | | | — | | | 257 | |
Currency translation and other | |
| 57 | |
| 111 | |
| 30 | |
| 198 | | |
| 29 | |
| 71 | |
| 16 | |
| 116 | |
June 30, 2023(1) | | $ | 1,496 | | $ | 3,301 | | $ | 731 | | $ | 5,528 | | |||||||||||||
December 29, 2023(1) | | $ | 1,507 | | $ | 3,591 | | $ | 738 | | $ | 5,836 | |
(1) | At |
During the nine monthsquarter ended June 30,December 29, 2023, we recognized goodwill in the Industrial Solutions segment in connection with a recentan acquisition. See Note 3 for additional information regarding acquisitions.
9
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
6. Intangible Assets, Net
Intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | September 30, 2022 | | | December 29, 2023 | | September 29, 2023 | | ||||||||||||||||||||||||||||
|
| Gross |
| | |
| Net |
| Gross |
| | |
| Net | |
| Gross |
| | |
| Net |
| Gross |
| | |
| Net | | ||||||||
| | Carrying | | Accumulated | | Carrying | | Carrying | | Accumulated | | Carrying | | | Carrying | | Accumulated | | Carrying | | Carrying | | Accumulated | | Carrying | | ||||||||||||
| | Amount | | Amortization | | Amount | | Amount | | Amortization | | Amount |
| | Amount | | Amortization | | Amount | | Amount | | Amortization | | Amount |
| ||||||||||||
| | (in millions) | | | (in millions) | | ||||||||||||||||||||||||||||||||
Customer relationships | | $ | 1,754 | | $ | (797) | | $ | 957 | | $ | 1,642 | | $ | (687) | | $ | 955 | | | $ | 1,876 | | $ | (856) | | $ | 1,020 | | $ | 1,720 | | $ | (806) | | $ | 914 | |
Intellectual property | | | 1,203 | | | (931) | | | 272 | | | 1,174 | | | (852) | | | 322 | | | | 1,129 | | | (884) | | | 245 | | | 1,186 | | | (938) | | | 248 | |
Other | |
| 19 | |
| (6) | |
| 13 | |
| 16 | |
| (5) | |
| 11 | | |
| 19 | |
| (6) | |
| 13 | |
| 19 | |
| (6) | |
| 13 | |
Total | | $ | 2,976 | | $ | (1,734) | | $ | 1,242 | | $ | 2,832 | | $ | (1,544) | | $ | 1,288 | | | $ | 3,024 | | $ | (1,746) | | $ | 1,278 | | $ | 2,925 | | $ | (1,750) | | $ | 1,175 | |
Intangible asset amortization expense was $46$42 million and $48$46 million for the quarters ended June 30,December 29, 2023 and June 24, 2022, respectively, and $141 million and $145 million for the nine months ended JuneDecember 30, 2023 and June 24, 2022, respectively.
10
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)
At June 30,December 29, 2023, the aggregate amortization expense on intangible assets is expected to be as follows:
| | | | | | | | |
|
| (in millions) |
|
| (in millions) |
| ||
Remainder of fiscal 2023 | | $ | 48 | | ||||
Fiscal 2024 | | | 166 | | ||||
Remainder of fiscal 2024 | | $ | 128 | | ||||
Fiscal 2025 | |
| 149 | | | | 161 | |
Fiscal 2026 | |
| 145 | | |
| 154 | |
Fiscal 2027 | |
| 126 | | |
| 135 | |
Fiscal 2028 | |
| 94 | | |
| 102 | |
Fiscal 2029 | |
| 95 | | ||||
Thereafter | |
| 514 | | |
| 503 | |
Total | | $ | 1,242 | | | $ | 1,278 | |
7. Debt
During the nine months ended June 30,As of December 29, 2023, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $500 million aggregate principal amount of 4.50% senior notes due in February 2026. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur. The notes are fully and unconditionally guaranteed as to payment on an unsecured basis by TE Connectivity Ltd.
During the nine months ended June 30, 2023, TEGSA repaid, at maturity, €550 million of 1.10% senior notes due in March 2023.
As of June 30, 2023, TEGSA had $288$261 million of commercial paper outstanding at a weighted-average interest rate of 5.3%5.50%. TEGSA had $370$330 million of commercial paper outstanding at a weighted-average interest rate of 3.45%5.50% at September 30, 2022.29, 2023.
The fair value of our debt, based on indicative valuations, was approximately $4,017$4,103 million and $3,990$3,974 million at June 30,December 29, 2023 and September 30, 2022,29, 2023, respectively.
8. Leases
The components of lease cost were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended |
| Nine Months Ended | | | Quarters Ended |
| ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
|
| (in millions) |
|
| (in millions) | |||||||||||||||
Operating lease cost | | $ | 36 | | $ | 34 | | $ | 106 | | $ | 98 | | | $ | 34 | | $ | 34 | |
Variable lease cost | | | 15 | | | 15 | | | 40 | | | 40 | | | | 12 | | | 12 | |
Total lease cost | | $ | 51 | | $ | 49 | | $ | 146 | | $ | 138 | | | $ | 46 | | $ | 46 | |
1110
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Cash flow information, including significant non-cash transactions, related to leases was as follows:
| | | | | | | | | | | | | | |
| | For the | | | For the | | ||||||||
| | Nine Months Ended | | | Quarters Ended | | ||||||||
| | June 30, | | June 24, | | | December 29, | | December 30, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||
|
| (in millions) |
|
| (in millions) |
| ||||||||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | | | | |
Payments for operating leases(1) | | $ | 94 | | $ | 92 | | | $ | 34 | | $ | 32 | |
| | | | | | | | | | | | | | |
Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities | | | 82 | | | 102 | | | | 70 | | | 35 | |
(1) | These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities. |
9. Commitments and Contingencies
Legal Proceedings
In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.
Trade Compliance Matters
We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the BIS and DDTC on these matters, and the resulting investigations are ongoing. We have also been contacted by the U.S. Department of Justice concerning aspects of these matters. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved.
Environmental Matters
We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of June 30,December 29, 2023, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $16$17 million to $44 million, and we accrued $20 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.
1211
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Guarantees
In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.
At June 30,December 29, 2023, we had outstanding letters of credit, letters of guarantee, and surety bonds of $174$196 million, excluding those related toincluding letters of credit of $22 million associated with our formerdivestiture of the Subsea Communications (“SubCom”) business which are discussed below.
During fiscal 2019, we sold our SubCom business. In connectionaddition, as of December 29, 2023, we had $26 million of performance guarantees associated with the sale, wedivestiture. We contractually agreed to continue to honor performance guarantees and letters of credit and performance guarantees related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $58 million as of June 30, 2023 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees;sale; however, based on historical experience, we do not anticipate having to perform.perform on these guarantees.
Supply Chain Finance Program
We have an agreement with a financial institution that allows participating suppliers the ability to finance payment obligations. The financial institution has separate arrangements with the suppliers and provides them with the option to request early payment for invoices. We do not determine the terms or conditions of the arrangement between the financial institution and suppliers. Our obligation to suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to finance amounts under the arrangement and we are not required to post collateral with the financial institution. The outstanding payment obligations under our supply chain finance program, which are included in accounts payable on our Condensed Consolidated Balance Sheets, were $122 million and $109 million at December 29, 2023 and September 29, 2023, respectively.
10. Financial Instruments
Foreign Currency Exchange Rate Risk
We mayAs part of managing the exposure to changes in foreign currency exchange rates, we utilize cross-currency swap contracts and foreign currency forward contracts, a portion of which are designated as cash flow hedges. The objective of these contracts is to reduce our exposureminimize impacts to cash flows and profitability due to changes in foreign currency exchange rate riskrates on intercompany and other cash transactions. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with certain intercompany loans. Asthe cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Condensed Consolidated Statement of fiscal year end 2022, all such cross-currency swap contracts had been terminated or matured and were settled; additionally, all related collateral positions were settled.Operations within the next twelve months.
The impacts of these cross-currency swap contracts were as follows:
| | | | | | | |
| | For the | | For the | | ||
| | Quarter Ended | | Nine Months Ended | | ||
| | June 24, | | June 24, | | ||
| | 2022 |
| 2022 | | ||
| | (in millions) | | ||||
Losses recorded in other comprehensive income (loss) | | $ | (1) | | $ | (6) | |
Gains excluded from the hedging relationship(1) | |
| 13 | |
| 52 | |
Hedge of Net Investment
We hedge our net investment in certain foreign operations using intercompany loans and external borrowings denominated in the same currencies. The aggregate notional value of these hedges was $2,108$2,792 million and $1,658$1,709 million at June 30,December 29, 2023 and September 30, 2022,29, 2023, respectively.
We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $3,815$3,599 million and $1,873$3,806 million at June 30,December 29, 2023 and September 30, 2022,29, 2023, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 1.60%1.6% per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2027,2028, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts.
1312
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:
| | | | | | | | | | | | | | |
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Prepaid expenses and other current assets | | $ | 74 | | $ | 55 | | | $ | 60 | | $ | 109 | |
Other assets | |
| 68 | |
| 172 | | |
| 35 | |
| 79 | |
Accrued and other current liabilities | | | 7 | | | — | | | | 9 | | | 4 | |
Other liabilities | | | 33 | | | — | | | | 59 | | | 10 | |
The impacts of our hedge of net investment programs were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | For the | | For the | | | | For the | | ||||||||||
| | | Quarters Ended | | Nine Months Ended | | | | Quarters Ended | | ||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1) | | $ | 8 | | $ | 156 | | $ | (208) | | $ | 344 | | |||||||
Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1) | |
| 46 | |
| 78 | |
| (110) | |
| 148 | | |||||||
Foreign currency exchange losses on intercompany loans and external borrowings(1) | | $ | (107) | | $ | (165) | | |||||||||||||
Losses on cross-currency swap contracts designated as hedges of net investment(1) | |
| (125) | |
| (137) | |
(1) | Recorded as currency translation, a component of accumulated other comprehensive income (loss), and offset by changes attributable to the translation of the net investment. |
Interest Rate Risk Management
We may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt. During fiscal 2022, we terminated forward starting interest rate swap contracts as a result of the issuance of our 2.50% senior notes due in 2032.
The impacts of these forward starting interest rate swap contracts were as follows:
| | | | | | | |
| | For the | | For the | | ||
| | Quarter Ended | | Nine Months Ended | | ||
| | June 24, | | June 24, | | ||
|
| 2022 |
| 2022 |
| ||
| | (in millions) | | ||||
Gains recorded in other comprehensive income (loss) | | $ | — | | $ | 13 | |
Commodity Hedges
As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $485$431 million and $566$459 million at
14
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)
June 30, December 29, 2023 and September 30, 2022,29, 2023, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:
| | | | | | | | | | | | | | |
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Prepaid expenses and other current assets | | $ | 6 | | $ | 2 | | | $ | 11 | | $ | 3 | |
Accrued and other current liabilities | | | 23 | | | 77 | | | | 6 | | | 21 | |
Other liabilities | | | 5 | | | 7 | | | | 1 | | | 5 | |
The impacts of theseour commodity swap contracts were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Gains (losses) recorded in other comprehensive income (loss) | | $ | (42) | | $ | (106) | | $ | 36 |
| $ | (45) | | |||||||
Gains (losses) reclassified from accumulated other comprehensive income (loss) into cost of sales | | | 3 | | | 15 | | | (35) | | | 35 | | |||||||
Gains recorded in other comprehensive income (loss) | | $ | 26 | | $ | 47 | | |||||||||||||
Losses reclassified from accumulated other comprehensive income (loss) into cost of sales | | | (4) | | | (29) | |
We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months.
11. Retirement Plans
The net periodic pension benefit cost (credit) for all non-U.S. and U.S. defined benefit pension plans was as follows:
| | | | | | | | | | | | | |
| | Non-U.S. Plans | | U.S. Plans | | ||||||||
| | For the | | For the | | ||||||||
| | Quarters Ended | | Quarters Ended | | ||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
| | (in millions) | | ||||||||||
Operating expense: | | | | | | | | | | | | | |
Service cost | ��� | $ | 7 | | $ | 11 | | $ | 3 | | $ | 2 | |
Other (income) expense: | | | | | | | | | | | | | |
Interest cost | |
| 14 | |
| 8 | |
| 10 | |
| 7 | |
Expected returns on plan assets | |
| (12) | |
| (15) | |
| (10) | |
| (11) | |
Amortization of net actuarial loss | |
| 1 | |
| 6 | |
| 1 | |
| — | |
Amortization of prior service credit | |
| (1) | |
| (1) | |
| — | |
| — | |
Net periodic pension benefit cost (credit) | | $ | 9 | | $ | 9 | | $ | 4 | | $ | (2) | |
15
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)
| | | | | | | | | | | | | |
| | Non-U.S. Plans | | U.S. Plans | | ||||||||
| | For the | | For the | | ||||||||
| | Nine Months Ended | | Nine Months Ended | | ||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
| | (in millions) | | ||||||||||
Operating expense: | | | | | | | | | | | | | |
Service cost | | $ | 20 | | $ | 31 | | $ | 7 | | $ | 6 | |
Other (income) expense: | | | | | | | | | | | | | |
Interest cost | |
| 42 | |
| 25 | |
| 29 | |
| 20 | |
Expected returns on plan assets | |
| (34) | |
| (44) | |
| (29) | |
| (35) | |
Amortization of net actuarial loss | |
| 4 | |
| 19 | |
| 3 | |
| 2 | |
Amortization of prior service credit | |
| (3) | |
| (4) | |
| — | |
| — | |
Net periodic pension benefit cost (credit) | | $ | 29 | | $ | 27 | | $ | 10 | | $ | (7) | |
During the nine months ended June 30, 2023, we contributed $58 million to our non-U.S. pension plans.
12. Income Taxes
We recorded income tax expense of $96 million and $116 million for the quarters ended June 30, 2023 and June 24, 2022, respectively. The income tax expense for the quarter ended June 30, 2023 included a $19 million net income tax benefit related to a recent divestiture. The income tax expense for the quarter ended June 24, 2022 included a $21 million income tax benefit related to the tax impacts of an intercompany transaction.
We recorded income tax expense of $283 million and $362 million for the nine months ended June 30, 2023 and June 24, 2022, respectively. The income tax expense for the nine months ended June 30, 2023 included a $19 million net income tax benefit related to a recent divestiture. The income tax expense for the nine months ended June 24, 2022 included a $57 million income tax benefit related to the tax impacts of the intercompany transaction discussed above and $27 million of income tax expense related to the write-down of certain deferred tax assets to the lower corporate tax rate enacted in the canton of Schaffhausen. In addition, the income tax expense for the nine months ended June 24, 2022 included $12 million of income tax expense related to an income tax audit of an acquired entity. As we are entitled to indemnification of pre-acquisition period tax obligations under the terms of the purchase agreement, we recorded an associated indemnification receivable and other income of $11 million during the nine months ended June 24, 2022.
During the nine months ended June 30, 2023, we completed tax returns for certain non-U.S. entities which resulted in the recognition of additional deferred tax assets for tax loss carryforwards of $313 million. As we do not expect these subsidiaries to generate sufficient future taxable income to realize the deferred tax assets, we recognized a corresponding increase to the valuation allowance. Accordingly, there was no impact to the Condensed Consolidated Statement of Operations for the nine months ended June 30, 2023 or Condensed Consolidated Balance Sheet as of June 30, 2023.
Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of June 30, 2023, approximately $20 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.
We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of June 30, 2023.
1613
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
11. Retirement Plans
The net periodic pension benefit cost for all non-U.S. and U.S. defined benefit pension plans was as follows:
| | | | | | | | | | | | | |
| | Non-U.S. Plans | | U.S. Plans | | ||||||||
| | For the | | For the | | ||||||||
| | Quarters Ended | | Quarters Ended | | ||||||||
| | December 29, | | December 30, | | December 29, | | December 30, | | ||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
| | (in millions) | | ||||||||||
Operating expense: | | | | | | | | | | | | | |
Service cost | | $ | 7 | | $ | 7 | | $ | 2 | | $ | 2 | |
Other (income) expense: | | | | | | | | | | | | | |
Interest cost | |
| 15 | |
| 14 | |
| 10 | |
| 9 | |
Expected returns on plan assets | |
| (12) | |
| (11) | |
| (10) | |
| (9) | |
Amortization of net actuarial loss | |
| 1 | |
| 1 | |
| 1 | |
| 1 | |
Amortization of prior service credit | |
| (1) | |
| (1) | |
| — | |
| — | |
Net periodic pension benefit cost | | $ | 10 | | $ | 10 | | $ | 3 | | $ | 3 | |
During the quarter ended December 29, 2023, we contributed $12 million to our non-U.S. pension plans.
12. Income Taxes
We recorded an income tax benefit of $1,105 million and expense of $87 million for the quarters ended December 29, 2023 and December 30, 2022, respectively. The income tax benefit for the quarter ended December 29, 2023 included an $874 million net income tax benefit associated with a ten-year tax credit obtained by a Swiss subsidiary and a $262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland. In addition, the income tax benefit for the quarter ended December 29, 2023 included a $118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $4 million recorded in selling, general, and administrative expenses for other non-income taxes.
Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of December 29, 2023, approximately $30 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.
We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 29, 2023.
13. Earnings Per Share
The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows:
| | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | |
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
|
| | (in millions) | | | (in millions) | | ||||||||
Basic | | 315 | | 322 | | 316 | | 324 | | | 311 | | 317 | |
Dilutive impact of share-based compensation arrangements | | 2 | | 2 | | 2 | | 3 | | | 2 | | 2 | |
Diluted | | 317 | | 324 | | 318 | | 327 | | | 313 | | 319 | |
14
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The following share options were not included in the computation of diluted earnings per share because the instruments’ underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive:
| | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | |
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
|
| | (in millions) | | | (in millions) | | ||||||||
Antidilutive share options |
| 1 | | 1 | | 1 | | 1 | |
| 2 | | 2 | |
14. Shareholders’ Equity
Common Shares
In March 2023, our shareholders approved, for a period of one year ending March 15, 2024, our board of directors’ authorization to issue additional new shares to a maximum of 120% and/or reduce shares to a minimum of 80% of the existing share capital, subject to certain conditions specified in our articles of association.
Common Shares Held in Treasury
In March 2023, our shareholders approved the cancellation of approximately eight and a half million shares purchased under our share repurchase program during the period beginning September 25, 2021 and ending September 30, 2022. The capital reduction by cancellation of these shares, which was subject to filing with the commercial register in Switzerland, approval by our board of directors, and other requirements, became effective in March 2023.
Dividends
We paid cash dividends to shareholders as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the |
| | For the |
| ||||||||||||
| | Quarters Ended | | Nine Months Ended |
| | Quarters Ended |
| ||||||||||||
|
| June 30, |
| June 24, |
| June 30, |
| June 24, |
|
| December 29, |
| December 30, |
| ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
Dividends paid per common share | | $ | 0.59 | | $ | 0.56 | | $ | 1.71 | | $ | 1.56 | | | $ | 0.59 | | $ | 0.56 | |
In March 2023, our shareholders approved a dividend payment to shareholders of $2.36 per share, payable in four equal quarterly installments of $0.59 per share beginning in the third quarter of fiscal 2023 and ending in the second quarter of fiscal 2024.
17
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)
Upon shareholders’ approval of a dividend payment, we record a liability with a corresponding charge to shareholders’ equity. At June 30,December 29, 2023 and September 30, 2022,29, 2023, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $555$183 million and $356$368 million, respectively.
Share Repurchase Program
During the quarter ended December 29, 2023, our board of directors authorized an increase of $1.5 billion in our share repurchase program. Common shares repurchased under the share repurchase program were as follows:
| | | | | | | | | | | | | | |
| | For the | | | For the | | ||||||||
| | Nine Months Ended | | | Quarters Ended | | ||||||||
| | June 30, | | June 24, | | | December 29, | | December 30, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Number of common shares repurchased |
| | 5 |
| | 8 | |
| | 3 |
| | 2 | |
Repurchase value |
| $ | 621 |
| $ | 1,072 | |
| $ | 420 |
| $ | 233 | |
At June 30,December 29, 2023, we had $1.1$1.8 billion of availability remaining under our share repurchase authorization.
15. Share Plans
Share-based compensation expense, which was included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Share-based compensation expense |
| $ | 32 |
| $ | 28 | | $ | 95 |
| $ | 88 | |
| $ | 34 |
| $ | 32 | |
As of June 30, 2023, there was $162 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.6 years.
During the quarter ended December 30, 2022, we granted the following share-based awards as part of our annual incentive plan grant:
| | | | | | |
| | | | Grant-Date | | |
|
| Shares |
| Fair Value |
| |
| | (in millions) | | | | |
Share options | | 0.9 | | $ | 35.79 | |
Restricted share awards | | 0.4 | |
| 124.52 | |
Performance share awards | | 0.2 | | | 124.52 | |
As of June 30, 2023, we had eight million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020.
1815
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
As of December 29, 2023, there was $211 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.9 years.
During the quarter ended December 29, 2023, we granted the following share-based awards as part of our annual incentive plan grant:
| | | | | | |
| | | | Grant-Date | | |
|
| Shares |
| Fair Value |
| |
| | (in millions) | | | | |
Share options | | 0.9 | | $ | 39.77 | |
Restricted share awards | | 0.4 | |
| 131.77 | |
Performance share awards | | 0.2 | | | 131.77 | |
As of December 29, 2023, we had six million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of December 12, 2023.
Share-Based Compensation Assumptions
The assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows:
| | | | | | | | | | |
Expected share price volatility |
|
| 31 | % |
|
|
| 31 | % |
|
Risk-free interest rate | |
| 4.0 | % | | |
| 4.6 | % | |
Expected annual dividend per share | | $ | 2.24 | | | | $ | 2.36 | | |
Expected life of options (in years) | |
| 5.1 | | | |
| 5.3 | | |
16
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
16. Segment and Geographic Data
Effective for fiscal 2023, we realigned certain product lines from the Industrial Solutions segment to the Communications Solutions segment. We continue to operate through three reporting segments: Transportation Solutions, Industrial Solutions, and Communications Solutions. The following segment information reflects our current segment reporting structure. Prior period segment results have been restated to conform to the current segment reporting structure. As a result of the realignment, $22 million of net sales and $10 million of operating income for the first nine months of fiscal 2022 were reflected in the Communications Solutions segment.
Net sales by segment(1) and industry end market(2) were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Transportation Solutions: | | | | | | | | | | | | | | | | | | | | |
Automotive | | $ | 1,747 | | $ | 1,629 | | $ | 5,191 | | $ | 4,802 | | | $ | 1,776 | | $ | 1,649 | |
Commercial transportation | |
| 403 | |
| 400 | |
| 1,156 | |
| 1,159 | | |
| 356 | |
| 348 | |
Sensors | |
| 283 | |
| 271 | |
| 828 | |
| 811 | | |
| 241 | |
| 262 | |
Total Transportation Solutions | | | 2,433 | | | 2,300 | | | 7,175 | | | 6,772 | | | | 2,373 | | | 2,259 | |
Industrial Solutions: | | | | | | | | | | | | | | | | | | | | |
Industrial equipment | | | 423 | | | 471 | | | 1,318 | | | 1,391 | | | | 330 | | | 434 | |
Aerospace, defense, and marine | |
| 293 | |
| 271 | |
| 855 | |
| 774 | | |
| 290 | |
| 264 | |
Energy | |
| 230 | |
| 207 | |
| 652 | |
| 579 | | |
| 205 | |
| 189 | |
Medical | | | 195 | | | 177 | | | 567 | | | 502 | | | | 200 | | | 173 | |
Total Industrial Solutions | | | 1,141 | | | 1,126 | | | 3,392 | | | 3,246 | | | | 1,025 | | | 1,060 | |
Communications Solutions: | | | | | | | | | | | | | | | | | | | | |
Data and devices | | | 252 | | | 425 | | | 869 | | | 1,173 | | | | 279 | | | 329 | |
Appliances | |
| 172 | |
| 246 | |
| 563 | |
| 731 | | |
| 154 | |
| 193 | |
Total Communications Solutions | | | 424 | | | 671 | | | 1,432 | | | 1,904 | | | | 433 | | | 522 | |
Total | | $ | 3,998 | | $ | 4,097 | | $ | 11,999 | | $ | 11,922 | | | $ | 3,831 | | $ | 3,841 | |
(1) | Intersegment sales were not material. |
(2) | Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. |
1917
TE CONNECTIVITY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Net sales by geographic region(1) and segment were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Europe/Middle East/Africa (“EMEA”): | | | | | | | | |||||||||||||
Transportation Solutions | | $ | 867 | | $ | 812 | | |||||||||||||
Industrial Solutions | |
| 477 | |
| 444 | | |||||||||||||
Communications Solutions | |
| 67 | |
| 70 | | |||||||||||||
Total EMEA | |
| 1,411 | |
| 1,326 | | |||||||||||||
Asia–Pacific: | | | | | | | | | | | | | | | | | | | | |
Transportation Solutions | | $ | 813 | | $ | 825 | | $ | 2,598 | | $ | 2,636 | | | | 1,012 | | | 924 | |
Industrial Solutions | |
| 182 | |
| 200 | |
| 567 | |
| 599 | | |
| 147 | |
| 189 | |
Communications Solutions | | | 220 | | | 377 | | | 756 | | | 1,048 | | | | 220 | | | 294 | |
Total Asia–Pacific | |
| 1,215 | |
| 1,402 | |
| 3,921 | |
| 4,283 | | |
| 1,379 | |
| 1,407 | |
Europe/Middle East/Africa (“EMEA”): | | | | | | | | | | | | | | |||||||
Transportation Solutions | | | 1,011 | | | 894 | | | 2,869 | | | 2,564 | | |||||||
Industrial Solutions | |
| 529 | |
| 469 | |
| 1,500 | |
| 1,362 | | |||||||
Communications Solutions | |
| 70 | |
| 85 | |
| 234 | |
| 269 | | |||||||
Total EMEA | |
| 1,610 | |
| 1,448 | |
| 4,603 | |
| 4,195 | | |||||||
Americas: | | | | | | | | | | | | | | | | | | | | |
Transportation Solutions | | | 609 | | | 581 | | | 1,708 | | | 1,572 | | | | 494 | | | 523 | |
Industrial Solutions | |
| 430 | |
| 457 | |
| 1,325 | |
| 1,285 | | |
| 401 | |
| 427 | |
Communications Solutions | | | 134 | | | 209 | | | 442 | | | 587 | | | | 146 | | | 158 | |
Total Americas | |
| 1,173 | |
| 1,247 | |
| 3,475 | |
| 3,444 | | |
| 1,041 | |
| 1,108 | |
Total | | $ | 3,998 | | $ | 4,097 | | $ | 11,999 | | $ | 11,922 | | | $ | 3,831 | | $ | 3,841 | |
(1) | Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. |
Operating income by segment was as follows:
| | | | | | | | | | | | | | |||||||
| | For the | | For the | | |||||||||||||||
| | Quarters Ended | | Nine Months Ended | | | | | | | | | ||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Transportation Solutions | | $ | 425 | | $ | 383 | | $ | 1,040 | | $ | 1,187 | | | $ | 478 | | $ | 282 | |
Industrial Solutions | | | 150 | | | 165 | | | 440 | | | 430 | | | | 141 | | | 156 | |
Communications Solutions | | | 55 | | | 171 | | | 189 | | | 479 | | | | 79 | | | 64 | |
Total | | $ | 630 | | $ | 719 | | $ | 1,669 | | $ | 2,096 | | | $ | 698 | | $ | 502 | |
2018
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.”
Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure.
Overview
TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions proven inenable the harshest environments, enable advancements indistribution of power, signal, and data to advance next-generation transportation, industrial applications,renewable energy, automated factories, data centers, medical technology, energy, data communications, and the home.more.
Summary of Performance
● | Our net sales |
● | Our net sales by segment were as follows: |
● | Transportation Solutions—Our net sales increased |
● | Industrial Solutions—Our net sales |
● | Communications Solutions—Our net sales decreased |
● | Net cash provided by operating activities was |
21
Economic Conditions
Our business and operating results have been and will continue to be affected by worldwide economic conditions. The global economy has been impacted in recent years by supply chain disruptions and inflationary cost pressures as well as the military conflict between Russia and Ukrainein certain parts of the world and the COVID-19 pandemic. We are monitoring the current environment and its potential effects on our customers and the end markets we serve.
We19
In recent years, we have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials. However, we have been able to mitigate increased costs and supply chain disruptions through productivity or price increases or productivity. We have implemented select price increases for certain products.which were initiated in prior years. Also, we have taken and continue to focus on actions to manage costs, including restructuring and other cost reduction initiatives such as reducing discretionary spending and travel. Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund our future capital needs. See further discussion in “Liquidity and Capital Resources.”
We continue to monitor the military conflict between Russia and Ukraine,in certain parts of the world as well as escalating tensions in surrounding countries and associated sanctions. We sold our business operations in Russia, and our operations in Ukraine have been reduced. Neither Russia nor Ukraine represents a material portion of our business, and the military conflictThese did not have a significant impact on our business, financial condition, or results of operations during fiscal 2023 or the first nine monthsquarter of fiscal 2023. The extent to which the conflict may impact our business in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and supply chain disruptions. We will continue to actively monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.2024.
The COVID-19 pandemic has had a global impact and has resulted in business slowdowns or shutdowns. While theshutdowns, including systemic disruptions of global supply chains. The pandemic has impacted certain aspects of our business, the extent to which the pandemic will continue to impact our business and the markets we serve will depend on future developments which may include the resurgence of the spread of the virus and variant strains of the virus as well as the success of public health advancements. Whileincluding certain of our operations in China were impacted in the first nine months ofearly fiscal 2023 and were shut down for a period of time in fiscal 2022,2023; however, we do not expect the COVID-19 pandemic to have a significant impact on our businesses globally in fiscal 2023. However, it may have a negative impact on our financial condition and results of operations in future periods. We will continue to actively monitor the COVID-19 situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, shareholders, and the communities in which we operate.2024.
Outlook
In the fourthsecond quarter of fiscal 2023,2024, we expect our net sales to be approximately $4.0$3.95 billion as compared to $4.4$4.16 billion in the fourthsecond quarter of fiscal 2022. The fourth2023, with sales declines in all segments. As compared to the first quarter of fiscal 2022 included an additional week which contributed $306 million2024, we expect net sales in net sales.the second quarter of fiscal 2024 to increase with sales growth in the Industrial Solutions segment partially offset by a slight decline in the Transportation Solutions segment. We expect diluted earnings per share from continuing operations to be approximately $1.63$1.75 per share in the fourthsecond quarter of fiscal 2023.2024. This outlook reflects the positivenegative impact of foreign currency exchange rates on net sales and earnings per share of approximately $68$13 million and $0.05 per share, respectively, in the fourthsecond quarter of fiscal 20232024 as compared to the same period of fiscal 2022.2023. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.
Acquisition
During the first nine monthsquarter of fiscal 2023,2024, we acquired one businessapproximately 98.7% of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a cash purchase price of $108CHF 302 million (equivalent to $349 million), net of cash acquired. The acquisition wasSchaffner business has been reported as part of our Industrial Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
22
DivestituresDivestiture
During the first nine monthsquarter of fiscal 2023,2024, we sold three businessesone business for net cash proceeds of $48$38 million. In connection with the divestitures, we recorded pre-tax impairment charges and a net pre-tax loss on sales, which totaled to a net charge of $12 million. The businesses sold were reported in our Industrial Solutions segment. Additionally, during the first nine months of fiscal 2023,divestiture, we recorded a pre-tax impairment chargeloss on sale of $60 million$11 million. The business sold was reported in connection with a held for sale business in theour Transportation Solutions segment. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding divestitures.
20
Results of Operations
Net Sales
The following table presents our net sales and the percentage of total net sales by segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | For the | | | | For the | | | |||||||||||||||||||||||||||
| | Quarters Ended | | | Nine Months Ended | | | | Quarters Ended | | | |||||||||||||||||||||||||||
| | June 30, | | | June 24, | | | June 30, | | | June 24, | | | | December 29, | | | December 30, | | | ||||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
|
| 2023 |
|
| 2022 |
|
| ||||||||||||||||||
|
| ($ in millions) | |
|
| ($ in millions) | |
| ||||||||||||||||||||||||||||||
Transportation Solutions | | $ | 2,433 | | 61 | % | | $ | 2,300 | | 56 | % | | $ | 7,175 | | 60 | % | | $ | 6,772 | | 57 | % | | | $ | 2,373 | | 62 | % | | $ | 2,259 | | 58 | % | |
Industrial Solutions | |
| 1,141 |
| 28 | | |
| 1,126 |
| 28 | | |
| 3,392 |
| 28 | | |
| 3,246 |
| 27 | | | |
| 1,025 |
| 27 | | |
| 1,060 |
| 28 | | |
Communications Solutions | |
| 424 |
| 11 | | |
| 671 |
| 16 | | |
| 1,432 |
| 12 | | |
| 1,904 |
| 16 | | | |
| 433 |
| 11 | | |
| 522 |
| 14 | | |
Total | | $ | 3,998 |
| 100 | % | | $ | 4,097 |
| 100 | % | | $ | 11,999 |
| 100 | % | | $ | 11,922 |
| 100 | % | | | $ | 3,831 |
| 100 | % | | $ | 3,841 |
| 100 | % | |
The following table provides an analysis of the change in our net sales by segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in Net Sales for the Quarter Ended June 30, 2023 | | Change in Net Sales for the Nine Months Ended June 30, 2023 | | Change in Net Sales for the Quarter Ended December 29, 2023 | | ||||||||||||||||||||||||||||||||||||||||||
| versus Net Sales for the Quarter Ended June 24, 2022 | | versus Net Sales for the Nine Months Ended June 24, 2022 | | versus Net Sales for the Quarter Ended December 30, 2022 | | ||||||||||||||||||||||||||||||||||||||||||
| Net Sales | | Organic Net Sales | | | | | Acquisitions | | Net Sales | | Organic Net Sales | | | | | Acquisitions | | Net Sales | | Organic Net Sales | | | | | Acquisition | | |||||||||||||||||||||
| Growth (Decline) | | Growth (Decline) | | Translation | | (Divestiture) |
| Growth (Decline) | | Growth (Decline) |
| Translation |
| (Divestiture) |
| Growth (Decline) | | Growth (Decline) | | Translation | | (Divestitures) |
| ||||||||||||||||||||||||
| ($ in millions) | | ($ in millions) |
| ||||||||||||||||||||||||||||||||||||||||||||
Transportation Solutions | $ | 133 |
| 5.8 | % | $ | 163 |
| 7.1 | % | $ | (30) | | $ | — | | $ | 403 |
| 6.0 | % | $ | 734 |
| 10.8 | % | $ | (331) | | $ | — | | $ | 114 |
| 5.0 | % | $ | 113 |
| 5.0 | % | $ | 26 | | $ | (25) | |
Industrial Solutions |
| 15 |
| 1.3 | |
| 24 |
| 2.2 | |
| (5) | |
| (4) | |
| 146 |
| 4.5 | |
| 251 |
| 7.7 | |
| (100) | |
| (5) | |
| (35) |
| (3.3) | |
| (52) |
| (4.9) | |
| 18 | |
| (1) | |
Communications Solutions |
| (247) |
| (36.8) | |
| (245) |
| (36.7) | |
| (7) | |
| 5 | |
| (472) |
| (24.8) | |
| (439) |
| (23.1) | |
| (51) | |
| 18 | |
| (89) |
| (17.0) | |
| (89) |
| (17.0) | |
| — | |
| — | |
Total | $ | (99) |
| (2.4) | % | $ | (58) |
| (1.4) | % | $ | (42) | | $ | 1 | | $ | 77 |
| 0.6 | % | $ | 546 |
| 4.6 | % | $ | (482) | | $ | 13 | | $ | (10) |
| (0.3) | % | $ | (28) |
| (0.7) | % | $ | 44 | | $ | (26) | |
Net sales slightly decreased $99by $10 million, or 2.4%0.3%, in the thirdfirst quarter of fiscal 20232024 as compared to the thirdfirst quarter of fiscal 2022.2023. The decrease in net sales resulted primarily from organic net sales declines of 1.4%0.7% and the net negative impact of 0.7% from an acquisition and divestitures, largely offset by the positive impact of foreign currency translation of 1.0%1.1% due to the weakeningstrengthening of certain foreign currencies. In the third quarter ofPricing actions initiated during fiscal 2023 pricing actions positively affected organic net sales by $173 million.
In the first nine months of fiscal 2023, net sales increased $77 million, or 0.6%, as compared to the first nine months of fiscal 2022. The increase in net sales resulted primarily from organic net sales growth of 4.6%, partially offset by the negative impact of foreign currency translation of 4.0% due to the weakening of certain foreign currencies. Pricing actions positively affected organic net sales by $468$68 million in the first nine monthsquarter of fiscal 2023.2024.
See further discussion of net sales below under “Segment Results.”
Net Sales by Geographic Region. Our business operates in three geographic regions—Asia–Pacific, Europe/Middle East/Africa (“EMEA”), Asia–Pacific, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period.
Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first nine monthsquarter of fiscal 2023.2024.
23
The following table presents our net sales and the percentage of total net sales by geographic region(1):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | For the | | | | For the | | | |||||||||||||||||||||||||||
| | Quarters Ended | | | Nine Months Ended | | | | Quarters Ended | | | |||||||||||||||||||||||||||
| | June 30, | | | June 24, | | | June 30, | | | June 24, | | | | December 29, | | | December 30, | | | ||||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
|
| 2023 |
|
| 2022 |
|
| ||||||||||||||||||
| | ($ in millions) | | | | ($ in millions) | | | ||||||||||||||||||||||||||||||
EMEA | | $ | 1,411 | | 37 | % | | $ | 1,326 | | 34 | % | | |||||||||||||||||||||||||
Asia–Pacific | | $ | 1,215 |
| 30 | % | | $ | 1,402 |
| 34 | % | | $ | 3,921 |
| 33 | % | | $ | 4,283 |
| 36 | % | | | | 1,379 |
| 36 | | | | 1,407 |
| 37 | | |
EMEA | | | 1,610 | | 41 | | | | 1,448 | | 36 | | | | 4,603 | | 38 | | | | 4,195 | | 35 | | | |||||||||||||
Americas | |
| 1,173 |
| 29 | | |
| 1,247 |
| 30 | | |
| 3,475 |
| 29 | | |
| 3,444 |
| 29 | | | |
| 1,041 |
| 27 | | |
| 1,108 |
| 29 | | |
Total | | $ | 3,998 |
| 100 | % | | $ | 4,097 |
| 100 | % | | $ | 11,999 |
| 100 | % | | $ | 11,922 |
| 100 | % | | | $ | 3,831 |
| 100 | % | | $ | 3,841 |
| 100 | % | |
(1) | Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. |
21
The following table provides an analysis of the change in our net sales by geographic region:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in Net Sales for the Quarter Ended June 30, 2023 | | Change in Net Sales for the Nine Months Ended June 30, 2023 | | | Change in Net Sales for the Quarter Ended December 29, 2023 | | ||||||||||||||||||||||||||||||||||||||||||
| versus Net Sales for the Quarter Ended June 24, 2022 | | versus Net Sales for the Nine Months Ended June 24, 2022 | | | versus Net Sales for the Quarter Ended December 30, 2022 | | ||||||||||||||||||||||||||||||||||||||||||
| Net Sales | | Organic Net Sales | | | | | Acquisitions | | Net Sales | | Organic Net Sales | | | | | Acquisitions | | | Net Sales | | Organic Net Sales | | | | | Acquisition | | |||||||||||||||||||||
| Growth (Decline) |
| Growth (Decline) |
| Translation |
| (Divestiture) |
| Growth (Decline) |
| Growth (Decline) | | Translation | | (Divestiture) |
|
| Growth (Decline) |
| Growth (Decline) |
| Translation |
| (Divestitures) |
| ||||||||||||||||||||||||
| ($ in millions) |
| | ($ in millions) |
| ||||||||||||||||||||||||||||||||||||||||||||
EMEA | | $ | 85 |
| 6.4 | % | $ | 33 |
| 2.5 | % | $ | 60 | | $ | (8) | | ||||||||||||||||||||||||||||||||
Asia–Pacific | $ | (187) | | (13.3) | % | $ | (131) | | (9.4) | % | $ | (56) | | $ | — | | $ | (362) |
| (8.5) | % | $ | (73) |
| (1.7) | % | $ | (289) | | $ | — | | | | (28) | | (2.0) | | | (6) | | (0.4) | | | (18) | | | (4) | |
EMEA | | 162 |
| 11.2 | | | 133 |
| 9.3 | | | 19 | | | 10 | | | 408 |
| 9.7 | | | 578 | | 13.8 | | | (185) | | | 15 | | |||||||||||||||||
Americas |
| (74) |
| (5.9) | |
| (60) |
| (4.9) | |
| (5) | |
| (9) | |
| 31 |
| 0.9 | |
| 41 |
| 1.2 | |
| (8) | |
| (2) | | |
| (67) |
| (6.0) | |
| (55) |
| (5.0) | |
| 2 | |
| (14) | |
Total | $ | (99) |
| (2.4) | % | $ | (58) |
| (1.4) | % | $ | (42) | | $ | 1 | | $ | 77 |
| 0.6 | % | $ | 546 | | 4.6 | % | $ | (482) | | $ | 13 | | | $ | (10) |
| (0.3) | % | $ | (28) |
| (0.7) | % | $ | 44 | | $ | (26) | |
Cost of Sales and Gross Margin
The following table presents cost of sales and gross margin information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | | For the | | | | | | | For the | | | | | | |||||||||||||||
| | Quarters Ended | | | | | | Nine Months Ended | | | | | | | Quarters Ended | | | | | | |||||||||||||||
| | June 30, | | | June 24, | | | | | June 30, | | | June 24, | | | | | | December 29, | | | December 30, | | | | | |||||||||
|
| 2023 |
|
| 2022 |
|
| Change |
| 2023 |
|
| 2022 |
|
| Change |
|
| 2023 |
|
| 2022 |
|
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||||||||
Cost of sales | | $ | 2,699 | | | $ | 2,769 | | | $ | (70) | | $ | 8,229 | | | $ | 8,027 | | | $ | 202 | | | $ | 2,507 | | | $ | 2,654 | | | $ | (147) | |
As a percentage of net sales | |
| 67.5 | % | |
| 67.6 | % | |
|
| |
| 68.6 | % | |
| 67.3 | % | |
|
| | |
| 65.4 | % | |
| 69.1 | % | |
|
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross margin | | $ | 1,299 | | | $ | 1,328 | | | $ | (29) | | $ | 3,770 | | | $ | 3,895 | | | $ | (125) | | | $ | 1,324 | | | $ | 1,187 | | | $ | 137 | |
As a percentage of net sales | |
| 32.5 | % | |
| 32.4 | % | |
|
| |
| 31.4 | % | |
| 32.7 | % | |
|
| | |
| 34.6 | % | |
| 30.9 | % | |
|
| |
Gross margin decreased $29increased $137 million in the thirdfirst quarter of fiscal 20232024 as compared to the thirdfirst quarter of fiscal 20222023 primarily as a result of lower volume, partially offset by the positive impacts of pricing actions. In the first nine months of fiscal 2023, gross margin decreased $125 million from the first nine months of fiscal 2022 due primarily to higher materialimproved manufacturing productivity and operating costs, the negative impact of foreign currency translation, and lower volume, partially offset by the positive impact of prior year pricing actions.actions, partially offset by lower volume.
We use a wide variety of raw materials in the manufacture of our products, and cost of sales and gross margin are subject to variability in raw material prices. In recent years, raw material prices and availability have been impactedaffected by worldwide economic conditions, including supply chain disruptions and inflationary cost pressures, and the COVID-19 pandemic. As a result, we have experienced shortages and price increases in some of our input materials; however, we have
24
been able to initiate pricing actions to offset these impacts.pressures. The following table presents the average prices incurred related to copper, gold, silver, and palladium:
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | For the | | For the | | | | | For the |
| ||||||||||||
| | | | Quarters Ended | | Nine Months Ended | | | | | Quarters Ended | | ||||||||||||
| | | | June 30, | | June 24, | | June 30, | | June 24, | | | | | December 29, | | December 30, | | ||||||
|
| Measure |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| Measure |
| 2023 |
| 2022 |
| ||||||
Copper |
| Lb. | | $ | 4.04 | | $ | 4.12 |
| $ | 4.12 | | $ | 4.02 |
|
| Lb. | | $ | 3.87 | | $ | 4.18 | |
Gold |
| Troy oz. | |
| 1,876 | |
| 1,850 |
|
| 1,853 | |
| 1,826 |
|
| Troy oz. | |
| 1,943 | |
| 1,821 | |
Silver | | Troy oz. | | | 22.83 | | | 24.72 | | | 23.45 | | | 24.31 | | | Troy oz. | | 23.15 | | 24.26 | | ||
Palladium |
| Troy oz. | |
| 2,219 | |
| 2,383 |
|
| 2,211 | |
| 2,370 |
|
| Troy oz. | |
| 1,500 | |
| 2,083 | |
We expect to purchase approximately 185 million pounds of copper, 115,000110,000 troy ounces of gold, 2.42.0 million troy ounces of silver, and 7,00010,000 troy ounces of palladium in fiscal 2023.2024.
22
Operating Expenses
The following table presents operating expense information:
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | | For the | | | | | | ||||||||||
| | Quarters Ended | | | | | | Nine Months Ended | | | | | | ||||||||||
| | June 30, | | | June 24, | | | | | June 30, | | | June 24, | | | | | ||||||
|
| 2023 |
|
| 2022 |
|
| Change |
| 2023 |
|
| 2022 |
|
| Change |
| ||||||
| | ($ in millions) | | ||||||||||||||||||||
Selling, general, and administrative expenses | | $ | 431 | | | $ | 393 | | | $ | 38 | | $ | 1,258 | | | $ | 1,172 | | | $ | 86 | |
As a percentage of net sales | |
| 10.8 | % | |
| 9.6 | % | |
|
| |
| 10.5 | % | |
| 9.8 | % | |
|
| |
| | | | | | | | | | | | | | | | | | | | | | | |
Restructuring and other charges, net | | $ | 53 | | | $ | 26 | | | $ | 27 | | $ | 283 | | | $ | 59 | | | $ | 224 | |
| | | | | | | | | | | | |
| | For the | | | | | | |||||
| | Quarters Ended | | | | | | |||||
| | December 29, | | | December 30, | | | | | |||
|
| 2023 |
|
| 2022 |
|
| Change |
| |||
| | ($ in millions) | | |||||||||
Selling, general, and administrative expenses | | $ | 424 | | | $ | 392 | | | $ | 32 | |
As a percentage of net sales | |
| 11.1 | % | |
| 10.2 | % | |
|
| |
| | | | | | | | | | | | |
Restructuring and other charges, net | | $ | 21 | | | $ | 111 | | | $ | (90) | |
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $38$32 million in the thirdfirst quarter of fiscal 2023 as compared to the third quarter of fiscal 2022 due primarily to a gain on the sale of real estate in the third quarter of fiscal 2022. In the first nine months of fiscal 2023, selling, general, and administrative expenses increased $86 million2024 as compared to the first nine monthsquarter of fiscal 20222023 due primarily to gains on the sale of real estate in the first nine months of fiscal 2022 and the impact of cost inflation, partially offset by the positive impact of foreign currency translation.savings attributable to prior restructuring actions.
Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth.
During fiscal 2023,2024, we initiated a restructuring program associated withto optimize our manufacturing footprint and improve the cost structure improvements across allof the organization, primarily in the Industrial Solutions and Transportation Solutions segments. We incurred net restructuring charges of $208$9 million during the first nine monthsquarter of fiscal 2023.2024. Annualized cost savings related to the fiscal 20232024 actions commenced during the first nine monthsquarter of fiscal 20232024 are expected to be approximately $150$3 million and are expected to be fully realized by the end of fiscal 2025. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2023,2024, we expect total restructuring charges to be approximately $250$100 million and total spending, which will be funded with cash from operations, to be approximately $200$175 million.
During the first nine months of fiscal 2023, we recorded a pre-tax impairment charge of $60 million in connection with a held for sale business in the Transportation Solutions segment.
See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.
25
Operating Income
The following table presents operating income and operating margin information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | | For the | | | | | | | For the | | | | | | |||||||||||||||
| | Quarters Ended | | | | | | Nine Months Ended | | | | | | | Quarters Ended | | | | | | |||||||||||||||
| | June 30, | | | June 24, | | | | | June 30, | | | June 24, | | | | | | December 29, | | | December 30, | | | | | |||||||||
|
| 2023 |
|
| 2022 |
|
| Change |
| 2023 |
|
| 2022 |
|
| Change |
|
| 2023 |
|
| 2022 |
|
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||||||||
Operating income | | $ | 630 | | | $ | 719 | | | $ | (89) | | $ | 1,669 | | | $ | 2,096 | | | $ | (427) | | | $ | 698 | | | $ | 502 | | | $ | 196 | |
Operating margin | |
| 15.8 | % | |
| 17.5 | % | |
|
| |
| 13.9 | % | |
| 17.6 | % | |
|
| | |
| 18.2 | % | |
| 13.1 | % | |
|
| |
23
Operating income included the following:
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Acquisition-related charges: |
| |
|
| |
|
| |
|
| |
| | |||||||
Acquisition and integration costs | | $ | 9 | | $ | 11 | | $ | 26 | | $ | 29 | | | $ | 8 | | $ | 9 | |
Charges associated with the amortization of acquisition-related fair value adjustments | |
| — | |
| 1 | |
| — | |
| 9 | | |||||||
| |
| 9 | |
| 12 | |
| 26 | |
| 38 | | |||||||
Restructuring and other charges, net | |
| 53 | |
| 26 | |
| 283 | |
| 59 | | |
| 21 | |
| 111 | |
Restructuring-related charges recorded in cost of sales | | | — | | | 4 | | | — | | | 16 | | |||||||
Taxes (non-income tax) recorded in selling, general, and administrative expenses | | | 4 | | | — | | |||||||||||||
Total | | $ | 62 | | $ | 42 | | $ | 309 | | $ | 113 | | | $ | 33 | | $ | 120 | |
See discussion of operating income below under “Segment Results.”
Non-Operating Items
The following table presents select non-operating information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | | For the | | | | | | | For the | | | | | | |||||||||||||||
| | Quarters Ended | | | | | | Nine Months Ended | | | | | | | Quarters Ended | | | | | | |||||||||||||||
| | June 30, | | | June 24, | | | | | June 30, | | | June 24, | | | | | | December 29, | | | December 30, | | | | | |||||||||
|
| 2023 |
|
| 2022 |
|
| Change |
| 2023 |
|
| 2022 |
|
| Change |
|
| 2023 |
|
| 2022 |
|
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||||||||
Income tax expense | | $ | 96 | | | $ | 116 | | | $ | (20) | | $ | 283 | | | $ | 362 | | | $ | (79) | | ||||||||||||
Income tax expense (benefit) | | $ | (1,105) | | | $ | 87 | | | $ | (1,192) | | |||||||||||||||||||||||
Effective tax rate | |
| 15.4 | % | |
| 16.4 | % | |
|
| |
| 17.3 | % | |
| 17.4 | % | |
|
| | |
| (158.1) | % | |
| 17.9 | % | |
|
| |
Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes.
The Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work towardstoward the enactment of a 15% global minimum corporate tax. Member states have begun to enact the rules. Therules, with some countries accelerating the impact of these rules by proposing immediate statutory rate increases. In 2023, Swiss Parliament recently approved a constitutional amendment to implement the rules and the Swiss Federal Council acted in December to implement elements of the OECD’s global minimum tax rules, and the amendment was approved by public vote in June 2023. We anticipate that the Swiss global minimum tax will be effective as of January 1, 2024. The global minimum tax is a significant structural change to the international taxation framework, which willis expected to affect us beginning in fiscal 2025. Although global enactment has begun, the OECD and participating countries continue to work on defining the underlying rules and administrative procedures. We are currently monitoring these developments and evaluating the potential impact, onwhich could be material to our results of operations, cash taxes, and worldwide corporate effective tax rate.
Segment Results
Effective for fiscal 2023, we realigned certain product lines from the Industrial Solutions segment to the Communications Solutions segment. Prior period segment results have been restated to conform to the current segment
26
reporting structure. See Note 16 to the Condensed Consolidated Financial Statements for additional information regarding our segments.
Transportation Solutions
Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market(1):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | For the | | | | For the | | | |||||||||||||||||||||||||||
| | Quarters Ended | | | Nine Months Ended | | | | Quarters Ended | | | |||||||||||||||||||||||||||
| | June 30, | | | June 24, | | | June 30, | | | June 24, | | | | December 29, | | | December 30, | | | ||||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
|
| 2023 |
|
| 2022 |
|
| ||||||||||||||||||
| | ($ in millions) | | | | ($ in millions) | | | ||||||||||||||||||||||||||||||
Automotive | | $ | 1,747 |
| 71 | % | | $ | 1,629 |
| 71 | % | | $ | 5,191 | | 72 | % | | $ | 4,802 | | 71 | % | | | $ | 1,776 |
| 75 | % | | $ | 1,649 |
| 73 | % | |
Commercial transportation | |
| 403 |
| 17 | | |
| 400 |
| 17 | | |
| 1,156 |
| 16 | | |
| 1,159 |
| 17 | | | |
| 356 |
| 15 | | |
| 348 |
| 15 | | |
Sensors | |
| 283 |
| 12 | | |
| 271 |
| 12 | | |
| 828 |
| 12 | | |
| 811 |
| 12 | | | |
| 241 |
| 10 | | |
| 262 |
| 12 | | |
Total | | $ | 2,433 |
| 100 | % | | $ | 2,300 |
| 100 | % | | $ | 7,175 |
| 100 | % | | $ | 6,772 |
| 100 | % | | | $ | 2,373 |
| 100 | % | | $ | 2,259 |
| 100 | % | |
(1) | Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. |
24
The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Change in Net Sales for the Quarter Ended June 30, 2023 | | Change in Net Sales for the Nine Months Ended June 30, 2023 | | | Change in Net Sales for the Quarter Ended December 29, 2023 | | ||||||||||||||||||||||||||||||||||||
| | versus Net Sales for the Quarter Ended June 24, 2022 | | versus Net Sales for the Nine Months Ended June 24, 2022 | | | versus Net Sales for the Quarter Ended December 30, 2022 | | ||||||||||||||||||||||||||||||||||||
|
| Net Sales |
| Organic Net Sales |
| | |
| Net Sales |
| Organic Net Sales |
| | |
|
| Net Sales |
| Organic Net Sales |
| | |
| | |
| ||||||||||||||||||
| | Growth | | Growth | | Translation | | Growth (Decline) | | Growth | | Translation |
| | Growth (Decline) | | Growth (Decline) | | Translation | | Divestiture |
| ||||||||||||||||||||||
| | ($ in millions) |
| | ($ in millions) |
| ||||||||||||||||||||||||||||||||||||||
Automotive | | $ | 118 | | 7.2 | % | $ | 143 | | 8.8 | % | $ | (25) | | $ | 389 | | 8.1 | % | $ | 651 | | 13.5 | % | $ | (262) | | | $ | 127 | | 7.7 | % | $ | 135 | | 8.1 | % | $ | 17 |
| $ | (25) | |
Commercial transportation | |
| 3 |
| 0.8 | |
| 9 |
| 2.1 | |
| (6) | |
| (3) |
| (0.3) | |
| 42 |
| 3.6 | |
| (45) | | |
| 8 |
| 2.3 | |
| 2 |
| 0.7 | |
| 6 | |
| — | |
Sensors | |
| 12 |
| 4.4 | |
| 11 |
| 4.1 | |
| 1 | |
| 17 |
| 2.1 | |
| 41 |
| 5.1 | |
| (24) | | |
| (21) |
| (8.0) | |
| (24) |
| (9.2) | |
| 3 | |
| — | |
Total | | $ | 133 |
| 5.8 | % | $ | 163 |
| 7.1 | % | $ | (30) | | $ | 403 |
| 6.0 | % | $ | 734 |
| 10.8 | % | $ | (331) | | | $ | 114 |
| 5.0 | % | $ | 113 |
| 5.0 | % | $ | 26 | | $ | (25) | |
Net sales in the Transportation Solutions segment increased $133$114 million, or 5.8%5.0%, in the thirdfirst quarter of fiscal 2024 from the first quarter of fiscal 2023 from the third quarter of fiscal 2022 due primarily to organic net sales growth of 7.1%, partially offset by the negative impact of foreign currency translation of 1.3%5.0%. In the third quarter of fiscal 2023, pricing actions positively affected organic net sales by $105 million. Our organic net sales by industry end market were as follows:
● | Automotive—Our organic net sales increased |
● | Commercial transportation—Our organic net sales increased |
● | Sensors—Our organic net sales |
In the first nine months of fiscal 2023, net sales in the Transportation Solutions segment increased $403 million, or 6.0%, as compared to the first nine months of fiscal 2022 due to organic net sales growth of 10.8%, partially offset by the negative impact of foreign currency translation of 4.8%. In the first nine months of fiscal 2023, pricing actions positively affected organic net sales by $303 million. Our organic net sales by industry end market were as follows:
27
Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | For the | | | | | | For the | | | | | ||||||||||||
| | Quarters Ended | | | | | Nine Months Ended | | | | | | Quarters Ended | | | | | ||||||||||||
| | June 30, | | June 24, | | | | | June 30, | | June 24, | | | | | | December 29, | | December 30, | | | | | ||||||
|
| 2023 |
| 2022 |
| Change |
| 2023 |
| 2022 |
| Change |
|
| 2023 |
| 2022 |
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||
Operating income | | $ | 425 | | $ | 383 | | $ | 42 | | $ | 1,040 | | $ | 1,187 | | $ | (147) | | | $ | 478 | | $ | 282 | | $ | 196 | |
Operating margin | |
| 17.5 | % |
| 16.7 | % |
| | |
| 14.5 | % |
| 17.5 | % |
| | | |
| 20.1 | % |
| 12.5 | % |
| | |
Operating income in the Transportation Solutions segment increased $42 million in the third quarter of fiscal 2023 and decreased $147$196 million in the first nine monthsquarter of fiscal 2023,2024 as compared to the same periodsfirst quarter of fiscal 2022.2023. Excluding the items below, operating income increased in the thirdfirst quarter and first nine months of fiscal 20232024 primarily as a result of improved manufacturing productivity and the positive impact of prior year pricing actions, partially offset by higher material and operating costs and the negative impact of foreign currency translation.actions.
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Acquisition and integration costs | | $ | — | | $ | 5 | | $ | 2 | | $ | 12 | | | $ | — | | $ | 2 | |
Restructuring and other charges, net | | | 27 | | | 9 | |
| 179 | |
| 12 | | | | 14 | | | 74 | |
Taxes (non-income tax) recorded in selling, general, and administrative expenses | | | 3 | | | — | | |||||||||||||
Total | | $ | 27 | | $ | 14 | | $ | 181 | | $ | 24 | | | $ | 17 | | $ | 76 | |
25
Industrial Solutions
Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market(1):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | For the | | | | For the | | | |||||||||||||||||||||||||||
| | Quarters Ended | | | Nine Months Ended | | | | Quarters Ended | | | |||||||||||||||||||||||||||
| | June 30, | | | June 24, | | | June 30, | | | June 24, | | | | December 29, | | | December 30, | | | ||||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
|
| 2023 |
|
| 2022 |
|
| ||||||||||||||||||
| | ($ in millions) | | | | ($ in millions) | | | ||||||||||||||||||||||||||||||
Industrial equipment | | $ | 423 |
| 37 | % | | $ | 471 |
| 42 | % | | $ | 1,318 |
| 39 | % | | $ | 1,391 |
| 43 | % | | | $ | 330 |
| 32 | % | | $ | 434 |
| 41 | % | |
Aerospace, defense, and marine | | | 293 | | 26 | | | | 271 | | 24 | | | | 855 | | 25 | | | | 774 | | 24 | | | | | 290 | | 28 | | | | 264 | | 25 | | |
Energy | |
| 230 |
| 20 | | |
| 207 |
| 18 | | |
| 652 |
| 19 | | |
| 579 |
| 18 | | | |
| 205 |
| 20 | | |
| 189 |
| 18 | | |
Medical | | | 195 |
| 17 | | | | 177 | | 16 | | | | 567 | | 17 | | | | 502 | | 15 | | | | | 200 |
| 20 | | | | 173 | | 16 | | |
Total | | $ | 1,141 |
| 100 | % | | $ | 1,126 |
| 100 | % | | $ | 3,392 |
| 100 | % | | $ | 3,246 |
| 100 | % | | | $ | 1,025 |
| 100 | % | | $ | 1,060 |
| 100 | % | |
(1) | Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. |
28
The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in Net Sales for the Quarter Ended June 30, 2023 | | Change in Net Sales for the Nine Months Ended June 30, 2023 | | | Change in Net Sales for the Quarter Ended December 29, 2023 | | ||||||||||||||||||||||||||||||||||||||||||
| versus Net Sales for the Quarter Ended June 24, 2022 | | versus Net Sales for the Nine Months Ended June 24, 2022 | | | versus Net Sales for the Quarter Ended December 30, 2022 | | ||||||||||||||||||||||||||||||||||||||||||
| Net Sales | | Organic Net Sales | | | | | Acquisition | | Net Sales | | Organic Net Sales | | | | | Acquisition | | | Net Sales | | Organic Net Sales | | | | | Acquisition | | |||||||||||||||||||||
| Growth (Decline) |
| Growth (Decline) |
| Translation |
| (Divestiture) |
| Growth (Decline) |
| Growth (Decline) |
| Translation |
| (Divestiture) |
|
| Growth (Decline) |
| Growth (Decline) |
| Translation |
| (Divestiture) |
| ||||||||||||||||||||||||
| ($ in millions) |
| | ($ in millions) |
| ||||||||||||||||||||||||||||||||||||||||||||
Industrial equipment | $ | (48) |
| (10.2) | % | $ | (46) |
| (9.8) | % | $ | (2) | | $ | — | | $ | (73) |
| (5.2) | % | $ | (17) | | (1.2) | % | $ | (56) | | $ | — | | | $ | (104) |
| (24.0) | % | $ | (115) |
| (26.3) | % | $ | 11 | | $ | — | |
Aerospace, defense, and marine |
| 22 | | 8.1 | | | 35 | | 13.2 | | | 1 | | | (14) | |
| 81 | | 10.5 | | | 118 | | 15.2 | | | (17) | | | (20) | | |
| 26 | | 9.8 | | | 33 | | 12.5 | | | 4 | | | (11) | |
Energy | | 23 |
| 11.1 | |
| 16 |
| 8.0 | |
| (3) | |
| 10 | | | 73 |
| 12.6 | |
| 82 | | 14.2 | |
| (24) | | | 15 | | | | 16 |
| 8.5 | |
| 3 |
| 1.4 | |
| 3 | |
| 10 | |
Medical |
| 18 |
| 10.2 | |
| 19 |
| 10.8 | |
| (1) | |
| — | |
| 65 |
| 12.9 | |
| 68 | | 13.6 | |
| (3) | | | — | | |
| 27 |
| 15.6 | |
| 27 |
| 15.6 | |
| — | |
| — | |
Total | $ | 15 |
| 1.3 | % | $ | 24 |
| 2.2 | % | $ | (5) | | $ | (4) | | $ | 146 | | 4.5 | % | $ | 251 |
| 7.7 | % | $ | (100) | | $ | (5) | | | $ | (35) |
| (3.3) | % | $ | (52) |
| (4.9) | % | $ | 18 | | $ | (1) | |
In the Industrial Solutions segment, net sales increased $15decreased $35 million, or 1.3%3.3%, in the thirdfirst quarter of fiscal 2024 as compared to the first quarter of fiscal 2023 as compared to the third quarter of fiscal 2022 due primarily to organic net sales growthdeclines of 2.2%4.9%. In the third quarter ofPricing actions initiated in fiscal 2023 pricing actions positively affected organic net sales by $72 million.$50 million in the first quarter of fiscal 2024. Our organic net sales by industry end market were as follows:
● | Industrial equipment—Our organic net sales decreased |
● | Aerospace, defense, and marine—Our organic net sales increased |
● | Energy—Our organic net sales increased |
● | Medical—Our organic net sales increased |
Net sales in the Industrial Solutions segment increased $146 million, or 4.5%, in the first nine months of fiscal 2023 as compared to the first nine months of fiscal 2022 due primarily to organic net sales growth of 7.7%, partially offset by the negative impact of foreign currency translation of 3.1%. In the first nine months of fiscal 2023, pricing actions positively affected organic net sales by $164 million. Our organic net sales by industry end market were as follows:
2926
Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | For the | | | | | | For the | | | | | ||||||||||||
| | Quarters Ended | | | | | Nine Months Ended | | | | | | Quarters Ended | | | | | ||||||||||||
| | June 30, | | June 24, | | | | | June 30, | | June 24, | | | | | | December 29, | | December 30, | | | | | ||||||
|
| 2023 |
| 2022 |
| Change |
| 2023 |
| 2022 |
| Change |
|
| 2023 |
| 2022 |
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||
Operating income | | $ | 150 | | $ | 165 | | $ | (15) | | $ | 440 | | $ | 430 | | $ | 10 | | | $ | 141 | | $ | 156 | | $ | (15) | |
Operating margin | |
| 13.1 | % |
| 14.7 | % |
|
| |
| 13.0 | % |
| 13.2 | % |
|
| | |
| 13.8 | % |
| 14.7 | % |
|
| |
Operating income in the Industrial Solutions segment decreased $15 million in the thirdfirst quarter of fiscal 2023 and increased $10 million in the first nine months of fiscal 2023,2024 as compared to the same periodsfirst quarter of fiscal 2022.2023. Excluding the items below, operating income decreased during the thirdfirst quarter of fiscal 2023 was consistent with third quarter fiscal 2022 levels2024 primarily as a result of lower volume, and higher material and operating costs were largelypartially offset by the positive impact of prior year pricing actions. Excluding the items below, operating income increased during the first nine months of fiscal 2023 primarily as a result of the positive impact of pricing actions, partially offset by higher material and operating costs and the negative impact of foreign currency translation.
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, | | | December 29, | | December 30, | | ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2023 |
| 2022 |
| ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Acquisition-related charges: |
| |
|
| |
|
| |
|
| |
|
| |||||||
Acquisition and integration costs | | $ | 8 | | $ | 5 | | $ | 21 | | $ | 15 | | | $ | 7 | | $ | 6 | |
Charges associated with the amortization of acquisition-related fair value adjustments | |
| — | |
| 1 | |
| — | |
| 9 | | |||||||
| |
| 8 | |
| 6 | |
| 21 | |
| 24 | | |||||||
Restructuring and other charges, net | |
| 22 | |
| 11 | |
| 68 | |
| 31 | | |
| 6 | |
| 13 | |
Restructuring-related charges recorded in cost of sales | | | — | | | 4 | | | — | | | 16 | | |||||||
Taxes (non-income tax) recorded in selling, general, and administrative expenses | | | 1 | | | — | | |||||||||||||
Total | | $ | 30 | | $ | 21 | | $ | 89 | | $ | 71 | | | $ | 14 | | $ | 19 | |
Communications Solutions
Net Sales. The following table presents the Communications Solutions segment’s net sales and the percentage of total net sales by industry end market(1):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | For the | | | | For the | | | |||||||||||||||||||||||||||
| | Quarters Ended | | | Nine Months Ended | | | | Quarters Ended | | | |||||||||||||||||||||||||||
| | June 30, | | | June 24, | | | June 30, | | | June 24, | | | | December 29, | | | December 30, | | | ||||||||||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
|
| 2023 |
|
| 2022 |
|
| ||||||||||||||||||
| | ($ in millions) | | | | ($ in millions) | | | ||||||||||||||||||||||||||||||
Data and devices | | $ | 252 | | 59 | % | | $ | 425 | | 63 | % | | $ | 869 | | 61 | % | | $ | 1,173 | | 62 | % | | | $ | 279 | | 64 | % | | $ | 329 | | 63 | % | |
Appliances | |
| 172 |
| 41 | | |
| 246 |
| 37 | | |
| 563 |
| 39 | | |
| 731 |
| 38 | | | |
| 154 |
| 36 | | |
| 193 |
| 37 | | |
Total | | $ | 424 |
| 100 | % | | $ | 671 |
| 100 | % | | $ | 1,432 |
| 100 | % | | $ | 1,904 |
| 100 | % | | | $ | 433 |
| 100 | % | | $ | 522 |
| 100 | % | |
(1) | Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. |
30
The following table provides an analysis of the change in the Communications Solutions segment’s net sales by industry end market:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Change in Net Sales for the Quarter Ended June 30, 2023 | | Change in Net Sales for the Nine Months Ended June 30, 2023 | | | Change in Net Sales for the Quarter Ended December 29, 2023 | | |||||||||||||||||||||||||||||||||||||
| | versus Net Sales for the Quarter Ended June 24, 2022 | | versus Net Sales for the Nine Months Ended June 24, 2022 | | | versus Net Sales for the Quarter Ended December 30, 2022 | | |||||||||||||||||||||||||||||||||||||
|
| Net Sales |
| Organic Net Sales |
| | | | | |
| Net Sales |
| Organic Net Sales |
| | | | | |
|
| Net Sales |
| Organic Net Sales |
|
| ||||||||||||||||||
| | Decline | | Decline | | Translation | | Acquisition | | Decline | | Decline | | Translation | | Acquisitions | | | Decline | | Decline | | | ||||||||||||||||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||||||||||||||||||
Data and devices | | $ | (173) | | (40.7) | % | $ | (174) | | (41.2) | % | $ | (4) | | $ | 5 | | $ | (304) | | (25.9) | % | $ | (294) | | (25.1) | % | $ | (28) | | $ | 18 | | | $ | (50) | | (15.2) | % | $ | (50) | | (15.2) | % | |
Appliances | |
| (74) |
| (30.1) | |
| (71) |
| (28.9) | |
| (3) | |
| — | |
| (168) |
| (23.0) | |
| (145) |
| (19.8) | |
| (23) | |
| — | | |
| (39) |
| (20.2) | |
| (39) |
| (20.2) | | |
Total | | $ | (247) |
| (36.8) | % | $ | (245) |
| (36.7) | % | $ | (7) |
| $ | 5 | | $ | (472) |
| (24.8) | % | $ | (439) |
| (23.1) | % | $ | (51) | | $ | 18 | | | $ | (89) |
| (17.0) | % | $ | (89) |
| (17.0) | % | |
27
Net sales in the Communications Solutions segment decreased $247$89 million, or 36.8%17.0%, in the thirdfirst quarter of fiscal 2024 as compared to the first quarter of fiscal 2023 as compared to the third quarter of fiscal 2022 due primarily to organic net sales declines of 36.7%17.0%. Our organic net sales by industry end market were as follows:
● | Data and devices—Our organic net sales decreased |
● | Appliances—Our organic net sales decreased |
In the first nine months of fiscal 2023, net sales in the Communications Solutions segment decreased $472 million, or 24.8%, as compared to the first nine months of fiscal 2022 due primarily to organic net sales declines of 23.1% and the negative impact of foreign currency translation of 2.7%. Our organic net sales by industry end market were as follows:
Operating Income. The following table presents the Communications Solutions segment’s operating income and operating margin information:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the | | | | | For the | | | | | | For the | | | | | ||||||||||||
| | Quarters Ended | | | | | Nine Months Ended | | | | | | Quarters Ended | | | | | ||||||||||||
| | June 30, | | June 24, | | | | | June 30, | | June 24, | | | | | | December 29, | | December 30, | | | | | ||||||
|
| 2023 |
| 2022 |
| Change |
| 2023 |
| 2022 |
| Change |
|
| 2023 |
| 2022 |
| Change |
| |||||||||
| | ($ in millions) | | | ($ in millions) | | |||||||||||||||||||||||
Operating income | | $ | 55 | | $ | 171 | | $ | (116) | | $ | 189 | | $ | 479 | | $ | (290) | | | $ | 79 | | $ | 64 | | $ | 15 | |
Operating margin | |
| 13.0 | % |
| 25.5 | % |
| | |
| 13.2 | % |
| 25.2 | % |
|
| | |
| 18.2 | % |
| 12.3 | % |
| | |
Operating income in the Communications Solutions segment decreased $116 million and $290increased $15 million in the thirdfirst quarter and first nine months of fiscal 2023, respectively,2024 as compared to the same periodsfirst quarter of fiscal 2022.2023. Excluding the items below, operating income decreased slightly due primarily to lower volume.volume, largely offset by improved manufacturing productivity.
| | | | | | | | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | ||||||||||||
| | Quarters Ended | | Nine Months Ended | | | Quarters Ended | | ||||||||||||
| | June 30, | | June 24, | | June 30, | | June 24, |
| | December 29, | | December 30, |
| ||||||
|
| 2023 |
| 2022 |
| 2023 |
| 2022 | |
| 2023 |
| 2022 | | ||||||
| | (in millions) | | | (in millions) | | ||||||||||||||
Acquisition and integration costs | | $ | 1 | | $ | 1 | | $ | 3 | | $ | 2 | | | $ | 1 | | $ | 1 | |
Restructuring and other charges, net | | | 4 | | | 6 | | | 36 | | | 16 | | | | 1 | | | 24 | |
Total | | $ | 5 | | $ | 7 | | $ | 39 | | $ | 18 | | | $ | 2 | | $ | 25 | |
31
Liquidity and Capital Resources
Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future.future, including the payment of $350 million of 3.45% senior notes due in August 2024. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program, to acquire strategic businesses or product lines, to pay dividends on our common shares, or to reduce our outstanding debt. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.
Cash Flows from Operating Activities
In the first nine monthsquarter of fiscal 2023,2024, net cash provided by operating activities increased $470$138 million to $1,994$719 million from $1,524$581 million in the first nine monthsquarter of fiscal 2022.2023. The increase resulted primarily from higher pre-tax income, partially offset by the impact of changes in working capital levels, partially offset by lower pre-tax income.levels. The amount of income taxes paid, net of refunds, during the first nine monthsquarters of fiscal 2024 and 2023 and 2022 was $354$100 million and $326$98 million, respectively.
28
Cash Flows from Investing Activities
Capital expenditures were $538$151 million and $556$183 million in the first nine monthsquarters of fiscal 20232024 and 2022,2023, respectively. We expect fiscal 20232024 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.
During the first nine monthsquarter of fiscal 2023,2024, we received net cash proceeds of $48$38 million related to the sale of three businesses. We received net cash proceeds of $16 million related to the sale of two businesses during the first nine months of fiscal 2022.one business. See Note 2 to the Condensed Consolidated Financial Statements for additional information.
During the first nine monthsquarter of fiscal 2023,2024, we acquired one business for a cash purchase price of $108$349 million, net of cash acquired. We acquired two businessesone business for a combined cash purchase price of $141$109 million, net of cash acquired, during the first nine monthsquarter of fiscal 2022.2023. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Cash Flows from Financing Activities and Capitalization
Total debt at both June 30,December 29, 2023 and September 30, 202229, 2023 was $4,206 million.$4,198 million and $4,211 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.
During the first nine monthsAs of fiscalDecember 29, 2023, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $500 million aggregate principal amount of 4.50% senior notes due in February 2026. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.
During the first nine months of fiscal 2023, TEGSA repaid, at maturity, €550 million of 1.10% senior notes due in March 2023.
As of June 30, 2023, TEGSA had $288$261 million of commercial paper outstanding at a weighted-average interest rate of 5.3%5.50%. TEGSA had $370$330 million of commercial paper outstanding at a weighted-average interest rate of 3.45%5.50% at September 30, 2022.29, 2023.
TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of June 2026 and total commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at June 30,December 29, 2023 or September 30, 2022.29, 2023.
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The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of June 30,December 29, 2023, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.
In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. TEGSA’s payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by its parent, TE Connectivity Ltd.
Payments of common share dividends to shareholders were $541$183 million and $506$178 million in the first nine monthsquarters of fiscal 20232024 and 2022,2023, respectively.
In March 2023, our shareholders approved a dividend payment to shareholders of $2.36 per share, payable in four equal quarterly installments of $0.59 per share beginning inDuring the thirdfirst quarter of fiscal 2023 and ending2024, our board of directors authorized an increase of $1.5 billion in the second quarter of fiscal 2024.
our share repurchase program. We repurchased approximately fivethree million of our common shares for $621$420 million and approximately eighttwo million of our common shares for $1,072$233 million under the share repurchase program during the first nine monthsquarters of fiscal 20232024 and 2022,2023, respectively. At June 30,December 29, 2023, we had $1.1$1.8 billion of availability remaining under our share repurchase authorization.
Summarized Guarantor Financial Information
As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Ltd. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present
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summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd. and TEGSA on a combined basis.
| | | | | | | | | | | | | | |
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | | |
Total current assets | | $ | 1,072 | | $ | 1,400 | | | $ | 1,117 | | $ | 1,632 | |
Total noncurrent assets(1) | |
| 3,062 | |
| 2,769 | | |
| 3,485 | |
| 2,857 | |
| | | | | | | | | | | | | | |
Total current liabilities | |
| 993 | |
| 1,937 | | |
| 940 | |
| 1,303 | |
Total noncurrent liabilities(2) | | | 7,458 | | | 15,871 | | | | 8,710 | | | 7,592 | |
(1) | Includes |
(2) | Includes |
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| | | | | | | | | | | | | | |
| | For the | | For the | | | For the | | For the | | ||||
| | Nine Months Ended | | Fiscal Year Ended | | | Quarter Ended | | Fiscal Year Ended | | ||||
| | June 30, | | September 30, | | | December 29, | | September 29, | | ||||
|
| 2023 |
| 2022 |
|
| 2023 |
| 2023 |
| ||||
| | (in millions) | | | (in millions) | | ||||||||
Statement of Operations Data: | | | | | | | | | | | | | | |
Loss from continuing operations | | $ | (616) | | $ | (35) | | | $ | (153) | | $ | (606) | |
Net loss | |
| (616) | |
| (35) | | |
| (153) | |
| (606) | |
Guarantees
In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 20232024 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.
In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.
At June 30,December 29, 2023, we had outstanding letters of credit, letters of guarantee, and surety bonds of $174$196 million, excluding those related toincluding letters of credit of $22 million associated with our formerdivestiture of the Subsea Communications (“SubCom”) business which are discussed below.
During fiscal 2019, we sold our SubCom business. In connectionaddition, as of December 29, 2023, we had $26 million of performance guarantees associated with the sale, wedivestiture. We contractually agreed to continue to honor performance guarantees and letters of credit and performance guarantees related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $58 million as of June 30, 2023 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees;sale; however, based on historical experience, we do not anticipate having to perform.perform on these guarantees.
Commitments and Contingencies
Legal Proceedings
In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon
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our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.
Trade Compliance Matters
We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the BIS and DDTC on these matters, and the resulting investigations are ongoing. We have also been contacted by the U.S. Department of Justice concerning aspects of these matters. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved.
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Critical Accounting Policies and Estimates
The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.
Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.29, 2023. There were no significant changes to this information during the first nine monthsquarter of fiscal 2023.2024.
Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding recently issued and adopted accounting pronouncements.
Non-GAAP Financial Measure
Organic Net Sales Growth (Decline)
We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity.
Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP.
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Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts.
Forward-Looking Information
Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.
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Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.
The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022,29, 2023, and in this report, could cause our results to differ materially from those expressed in forward-looking statements:
● | conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates; |
● | conditions affecting demand for products in the industries we serve, particularly the automotive industry; |
● | risk of future goodwill impairment; |
● | pricing pressure and competition, |
● | market acceptance of our new product introductions and product innovations and product life cycles; |
● | raw material availability, quality, and cost; |
● | product liability, warranty, and product recall claims and our ability to defend such claims; |
● | fluctuations in foreign currency exchange rates and impacts of offsetting hedges; |
● | financial condition and consolidation of customers and vendors; |
● | reliance on third-party suppliers; |
● | risks associated with current and future acquisitions and divestitures; |
● | global risks of business interruptions due to natural disasters or other disasters |
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manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business; |
● | global risks of political, economic, and military instability, including the continuing military conflict |
● | risks associated with |
● | risks related to compliance with current and future environmental and other laws and |
● | risks related to the increasing scrutiny and expectations regarding environmental, social, and governance matters; |
● | risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations; |
● | our ability to protect our intellectual property rights; |
● | risks of |
● | our ability to operate within the limitations imposed by our debt instruments; |
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● | the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business; |
● | requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives; |
● | various risks associated with being a Swiss corporation; |
● | the impact of fluctuations in the market price of our shares; and |
● | the impact of certain provisions of our articles of association on unsolicited takeover proposals. |
There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposures to market risk during the first nine monthsquarter of fiscal 2023.2024. For further discussion of our exposures to market risk, refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.29, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of June 30,December 29, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30,December 29, 2023.
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Changes in Internal Control Over Financial Reporting
During the quarter ended June 30,December 29, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.29, 2023. Refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 30, 202229, 2023 for additional information regarding legal proceedings.
Environmental Matter
For the environmental matter reported in accordance with Item 103 of Regulation S-K, refer to “Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.29, 2023. The risk factors described in our Annual Report on Form 10-K, in addition to other information in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table presents information about our purchases of our common shares during the quarter ended June 30,December 29, 2023:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Maximum | | | | | | | | | Maximum | | ||||
| | | | | | | Total Number of | | Approximate | | | | | | | | Total Number of | | Approximate | | ||
| | | | | | | Shares Purchased | | Dollar Value | | | | | | | | Shares Purchased | | Dollar Value | | ||
| | | | | | | as Part of | | of Shares that May | | | | | | | | as Part of | | of Shares that May | | ||
| | Total Number | | Average Price | | Publicly Announced | | Yet Be Purchased | | | Total Number | | Average Price | | Publicly Announced | | Yet Be Purchased | | ||||
| | of Shares | | Paid Per | | Plans or | | Under the Plans | | | of Shares | | Paid Per | | Plans or | | Under the Plans | | ||||
Period |
| Purchased(1) |
| Share(1) |
| Programs(2) |
| or Programs(2) |
|
| Purchased(1) |
| Share(1) |
| Programs(2) |
| or Programs(2) |
| ||||
April 1–April 28, 2023 | | 499,090 | | $ | 126.03 | | 498,500 | | $ | 1,186,347,538 | | |||||||||||
April 29–June 2, 2023 |
| 820,376 | |
| 122.02 |
| 806,091 | |
| 1,087,977,170 | | |||||||||||
June 3–June 30, 2023 |
| 212,605 | |
| 131.92 |
| 212,300 | |
| 1,059,969,667 | | |||||||||||
September 30–October 27, 2023 | | 813,638 | | $ | 121.46 | | 813,400 | | $ | 636,647,983 | | |||||||||||
October 28–December 1, 2023 |
| 1,490,417 | |
| 128.43 |
| 1,374,573 | |
| 460,520,746 | | |||||||||||
December 2–December 29, 2023 |
| 1,135,361 | |
| 137.42 |
| 1,051,968 | |
| 1,815,756,314 | | |||||||||||
Total |
| 1,532,071 | | | 124.70 |
| 1,516,891 | |
|
| |
| 3,439,416 | | | 129.75 |
| 3,239,941 | |
|
| |
(1) | These columns include the following transactions which occurred during the quarter ended |
(i) | the acquisition of |
(ii) | open market purchases totaling |
(2) | During the quarter ended December 29, 2023, our board of directors authorized an increase of $1.5 billion in our share repurchase program. Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. |
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
In the quarter ended June 30,December 29, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.S-K, except the following:
● | In the quarter ended December 29, 2023, Shad Kroeger, President, Industrial Solutions, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Kroeger’s plan was adopted November 17, 2023 and expires October 31, 2024, and provides for the potential exercise and related sale of (i) stock options representing up to 5,000 common shares, with such sale to occur no earlier than March 1, 2024, (ii) stock options representing up to 5,000 common shares, with such sale to occur no earlier than June 3, 2024, and (iii) stock options representing up to 8,750 common shares, with such sale to occur no earlier than September 3, 2024. |
The trading plan described above was entered into during an open insider trading window and was in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.
ITEM 6. EXHIBITS
| | |
Exhibit Number | | Exhibit |
10.1 | *‡ | TE Connectivity Ltd. 2007 Stock and Incentive Plan (amended and restated as of December 12, 2023) |
22.1 | * | |
31.1 | * | |
31.2 | * | |
32.1 | ** | |
101.INS | | Inline XBRL Instance Document(1) |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File(2) |
‡Management contract or compensatory plan or arrangement
*Filed herewith
** | Furnished herewith |
(1) | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
(2) | Formatted in Inline XBRL and contained in exhibit 101 |
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SIGNATURES
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.
| | |
| TE CONNECTIVITY LTD. | |
| | |
| By: | /s/ Heath A. Mitts Heath A. Mitts |
Date: July 28, 2023January 26, 2024
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