8-K
TE Connectivity plc (TEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2023
TE CONNECTIVITY LTD.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Switzerland | | 98-0518048 |
| (Jurisdiction of Incorporation) | | (IRS Employer Identification Number) |
001-33260
(Commission File Number)
Mühlenstrasse 26 , CH-8200 **** Schaffhausen
Switzerland
(Address of Principal Executive Offices, including Zip Code)
+41 **** (0)52 **** 633 66 61
(Registrant’s telephone number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition
On April 26, 2023, TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s second quarter results for fiscal 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 2.02.
Item 7.01. Regulation FD Disclosure
The Company will hold a conference call and webcast on April 26, 2023 (see information in the press release attached hereto as Exhibit 99.1 under “Conference Call and Webcast”). A copy of the slide materials to be discussed at the conference call and webcast is being furnished pursuant to Regulation FD as Exhibit 99.2 and is incorporated herein by reference, and the slide materials also can be accessed at the “Investors” section of the Company’s website (www.te.com).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | **** | Description |
|---|---|---|
| 99.1 | Press release issued April 26, 2023 | |
| 99.2 | Presentation - TE Connectivity Q2 2023 Earnings Call (April 26, 2023) | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Date: April 26, 2023 | TE CONNECTIVITY LTD.<br><br><br><br> |
|---|---|
| By: /s/ Heath A. Mitts | |
| Name: Heath A. Mitts<br> | |
| Title: Executive Vice President and Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE
te.com
TE Connectivity announces second quarter results for fiscal year 2023
Sales above guidance driven by strong year-over-year growth in Transportation and Industrial segments
SCHAFFHAUSEN, Switzerland – April 26, 2023 – TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal second quarter ended March 31, 2023.
Second Quarter Highlights
| ● | Net sales were $4.16 billion, up 4% on a reported basis and 8% organically year over year. |
|---|---|
| o | Organic growth of 12% in the Transportation Solutions segment and 15% in the Industrial Solutions segment was partially offset by an expected decline of 20% in the Communications Solutions segment |
| --- | --- |
| o | Currency exchange negatively impacted sales by $155 million. |
| --- | --- |
| ● | GAAP diluted earnings per share (EPS) from continuing operations were $1.34, and adjusted EPS exceeded guidance at $1.65. |
| --- | --- |
| o | GAAP and adjusted EPS impacted by $0.17 of currency and tax headwinds year over year |
| --- | --- |
| ● | Order levels were up sequentially to $4 billion. |
| --- | --- |
| ● | Strong cash flow from operating activities of approximately $635 million and free cash flow of approximately $445 million, with approximately $375 million returned to shareholders |
| --- | --- |
| ● | Company named one of Fortune’s World’s Most Admired Companies for sixth consecutive year |
| --- | --- |
“We delivered sales and earnings ahead of expectations and generated very strong cash flow during the quarter in what remains a dynamic macro environment. This performance was due to the ongoing strong execution of our global teams and the strategic positioning of our portfolio,” said TE Connectivity CEO Terrence Curtin. “In our Transportation and Industrial segments, we drove organic growth across all businesses and continue to see solid demand patterns in those segments. In particular, our Automotive business continues to outperform a flat auto market due to our leading global position in electric vehicles as our customers seek out our technology to enable an increasingly electrified world. In our Industrial segment, our Medical business delivered record quarterly sales and we are continuing to capitalize on growth momentum in renewable energy applications. While our Communications segment was impacted by weaker
end markets and supply chain corrections as expected, our teams are securing design wins in data center and artificial intelligence applications that will drive future growth as those markets recover.
“We continue to expect margin expansion at the company level in the second half of the year, driven by further margin improvement in our Transportation segment, as we continue to take actions to navigate market dynamics. We remain confident that we are well positioned for long-term growth and profitability.”
Third Quarter FY23 Outlook
For the third quarter of fiscal 2023, the company expects net sales of approximately $4.0 billion. GAAP EPS from continuing operations are expected to be approximately $1.56, with adjusted EPS of approximately $1.65.
Information about TE Connectivity's use of non-GAAP financial measures is provided below. For reconciliations of these non-GAAP financial measures, see the attached tables.
Conference Call and Webcast
The company will hold a conference call today beginning at 8:30 a.m. ET. The dial-in information is provided here:
| ● | At TE Connectivity's website: investors.te.com |
|---|---|
| ● | By telephone: For both "listen-only" participants and those participants who wish to take part in the question-and-answer portion of the call, the dial-in number in the United States is (888) 330-3417 and for international callers, the dial-in number is (646) 960-0804. |
| --- | --- |
| ● | A replay of the conference call will be available on TE Connectivity’s investor website at investors.te.com at 11:30 a.m. ET on April 26, 2023. |
| --- | --- |
About TE Connectivity
TE Connectivity Ltd. (NYSE: TEL) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With more than 85,000 employees, including over 8,000 engineers, working alongside customers in approximately 140 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at www.te.com and on LinkedIn, Facebook, WeChat and Twitter.
Non-GAAP Financial Measures
We present non-GAAP performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its decision-making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to the same financial measures that management uses in evaluating our operations. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP financial measures in combination with the most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These non-GAAP financial measures may not be comparable to similarly-titled measures reported by other companies.
The following provides additional information regarding our non-GAAP financial measures:
•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. This measure is a significant component in our incentive compensation plans.
•Adjusted Operating Income and Adjusted Operating Margin – represent operating income and operating margin, respectively, (the most comparable GAAP financial measures) before special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, and other income or charges, if any. We utilize these adjusted measures in combination with operating income and operating margin to assess segment level operating performance and to provide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation plans.
•Adjusted Other Income (Expense), Net – represents net other income (expense) (the most comparable GAAP financial measure) before special items including tax sharing income related to adjustments to prior period tax returns and other items, if any.
•Adjusted Income Tax (Expense) Benefit and Adjusted Effective Tax Rate – represent income tax (expense) benefit and effective tax rate, respectively, (the most comparable GAAP financial measures) after adjusting for the tax effect of special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, other income or charges, and certain significant tax items, if any.
•Adjusted Income from Continuing Operations – represents income from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects.
•Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is a significant component in our incentive compensation plans.
•Free Cash Flow (FCF) – is a useful measure of our ability to generate cash. The difference between net cash provided by operating activities (the most comparable GAAP financial measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters and cash paid (collected) pursuant to collateral requirements related to cross-currency swap contracts, are also excluded by management in evaluating Free Cash Flow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent long-term commitments. In the calculation of Free Cash Flow, we subtract certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP financial measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow.
Forward-Looking Statements
This release contains certain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results, and the impact on our operations resulting from the coronavirus disease 2019 (“COVID-19”). Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the extent, severity and duration of COVID-19
negatively affecting our business operations; business, economic, competitive and regulatory risks, such as conditions affecting demand for products in the automotive and other industries we serve; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation, including the effects of Swiss tax reform. In addition, the extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the virus, the severity of the virus, the duration of the outbreak, the impact on our suppliers’ and customers’ supply chains, the actions that may be taken by various governmental authorities in response to the outbreak in jurisdictions in which we operate, and the possible impact on the global economy and local economies in which we operate. More detailed information about these and other factors is set forth in TE Connectivity Ltd.'s Annual Report on Form 10-K for the fiscal year ended Sept 30, 2022, as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.
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| <br><br><br><br><br><br><br><br> | <br><br><br><br><br><br><br><br> | |
|---|---|---|
| Contacts: | Media Relations :<br><br>Rachel Quimby<br><br>TE Connectivity<br><br>610-893-9593<br><br>Rachel.Quimby@te.com | Investor Relations :<br><br>Sujal Shah<br><br>TE Connectivity<br><br>610-893-9790<br><br>Sujal.Shah@te.com |
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TE CONNECTIVITY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarters Ended | | For the Six Months Ended | ||||||||
| | March 31, | | March 25, | | March 31, | | March 25, | ||||
| | 2023 | 2022 | 2023 | **** | 2022 | ||||||
| | (in millions, except per share data) | ||||||||||
| Net sales | $ | 4,160 | | $ | 4,007 | | $ | 8,001 | | $ | 7,825 |
| Cost of sales | | 2,876 | | | 2,670 | | | 5,530 | | | 5,258 |
| Gross margin | | 1,284 | | | 1,337 | | | 2,471 | | | 2,567 |
| Selling, general, and administrative expenses | | 435 | | | 416 | | | 827 | | | 779 |
| Research, development, and engineering expenses | | 185 | | | 185 | | | 358 | | | 360 |
| Acquisition and integration costs | | 8 | | | 10 | | | 17 | | | 18 |
| Restructuring and other charges, net | | 119 | | | 21 | | | 230 | | | 33 |
| Operating income | | 537 | | | 705 | | | 1,039 | | | 1,377 |
| Interest income | | 12 | | | 4 | | | 21 | | | 6 |
| Interest expense | | (20) | | | (18) | | | (41) | | | (30) |
| Other income (expense), net | | (4) | | | 5 | | | (9) | | | 20 |
| Income from continuing operations before income taxes | | 525 | | | 696 | | | 1,010 | | | 1,373 |
| Income tax expense | | (100) | | | (136) | | | (187) | | | (246) |
| Income from continuing operations | | 425 | | | 560 | | | 823 | | | 1,127 |
| Income (loss) from discontinued operations, net of income taxes | | 8 | | | — | | | 7 | | | (1) |
| Net income | $ | 433 | | $ | 560 | | $ | 830 | | $ | 1,126 |
| | | | | | | | | | | | |
| Basic earnings per share: | | | | | | | | | | | |
| Income from continuing operations | $ | 1.34 | | $ | 1.72 | | $ | 2.60 | | $ | 3.46 |
| Income (loss) from discontinued operations | | 0.03 | | | — | | | 0.02 | | | — |
| Net income | | 1.37 | | | 1.72 | | | 2.62 | | | 3.45 |
| | | | | | | | | | | | |
| Diluted earnings per share: | | | | | | | | | | | |
| Income from continuing operations | $ | 1.34 | | $ | 1.71 | | $ | 2.58 | | $ | 3.44 |
| Income (loss) from discontinued operations | | 0.03 | | | — | | | 0.02 | | | — |
| Net income | | 1.36 | | | 1.71 | | | 2.60 | | | 3.43 |
| | | | | | | | | | | | |
| Weighted-average number of shares outstanding: | | | | | | | | | | | |
| Basic | | 316 | | | 325 | | | 317 | | | 326 |
| Diluted | | 318 | | | 327 | | | 319 | | | 328 |
TE CONNECTIVITY LTD.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | | | | | |
|---|---|---|---|---|---|
| | March 31, | | September 30, | ||
| | 2023 | | 2022 | ||
| | (in millions, except share data) | ||||
| Assets | | | | | |
| Current assets: | | | | | |
| Cash and cash equivalents | $ | 905 | | $ | 1,088 |
| Accounts receivable, net of allowance for doubtful accounts of $46 and $45, respectively | | 3,048 | | | 2,865 |
| Inventories | | 2,811 | | | 2,676 |
| Prepaid expenses and other current assets | | 675 | | | 639 |
| Total current assets | | 7,439 | | | 7,268 |
| Property, plant, and equipment, net | | 3,818 | | | 3,567 |
| Goodwill | | 5,527 | | | 5,258 |
| Intangible assets, net | | 1,286 | | | 1,288 |
| Deferred income taxes | | 2,634 | | | 2,498 |
| Other assets | | 786 | | | 903 |
| Total assets | $ | 21,490 | | $ | 20,782 |
| Liabilities, redeemable noncontrolling interests, and shareholders' equity | | | | | |
| Current liabilities: | | | | | |
| Short-term debt | $ | 286 | | $ | 914 |
| Accounts payable | | 1,678 | | | 1,593 |
| Accrued and other current liabilities | | 2,429 | | | 2,125 |
| Total current liabilities | | 4,393 | | | 4,632 |
| Long-term debt | | 3,916 | | | 3,292 |
| Long-term pension and postretirement liabilities | | 731 | | | 695 |
| Deferred income taxes | | 216 | | | 244 |
| Income taxes | | 326 | | | 304 |
| Other liabilities | | 782 | | | 718 |
| Total liabilities | | 10,364 | | | 9,885 |
| Commitments and contingencies | | | | | |
| Redeemable noncontrolling interests | | 106 | | | 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 | | 11,824 | | | 12,832 |
| Treasury shares, at cost, 7,053,036 and 12,749,540 shares, respectively | | (933) | | | (1,681) |
| Accumulated other comprehensive loss | | (13) | | | (495) |
| Total shareholders' equity | | 11,020 | | | 10,802 |
| Total liabilities, redeemable noncontrolling interests, and shareholders' equity | $ | 21,490 | | $ | 20,782 |
TE CONNECTIVITY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarters Ended | | For the Six Months Ended | ||||||||
| | March 31, | | March 25, | | March 31, | | March 25, | ||||
| | 2023 | | 2022 | | 2023 | | 2022 | ||||
| | (in millions) | ||||||||||
| Cash flows from operating activities: | | | | | | | | | | | |
| Net income | $ | 433 | | $ | 560 | | $ | 830 | | $ | 1,126 |
| (Income) loss from discontinued operations, net of income taxes | | (8) | | | — | | | (7) | | | 1 |
| Income from continuing operations | | 425 | | | 560 | | | 823 | | | 1,127 |
| Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | | | | | | | | | | | |
| Depreciation and amortization | | 207 | | | 194 | | | 394 | | | 392 |
| Deferred income taxes | | (35) | | | 38 | | | (70) | | | 42 |
| Non-cash lease cost | | 36 | | | 33 | | | 70 | | | 64 |
| Provision for losses on accounts receivable and inventories | | 18 | | | 35 | | | 69 | | | 68 |
| Share-based compensation expense | | 31 | | | 28 | | | 63 | | | 60 |
| Impairment of held for sale businesses | | 61 | | | — | | | 67 | | | — |
| Other | | 25 | | | 13 | | | 68 | | | 4 |
| Changes in assets and liabilities, net of the effects of acquisitions and divestitures: | | | | | | | | | | | |
| Accounts receivable, net | | (170) | | | (205) | | | (224) | | | (57) |
| Inventories | | 51 | | | (147) | | | (273) | | | (411) |
| Prepaid expenses and other current assets | | 61 | | | (16) | | | (25) | | | 36 |
| Accounts payable | | (45) | | | — | | | 104 | | | 15 |
| Accrued and other current liabilities | | (44) | | | (20) | | | (83) | | | (305) |
| Income taxes | | 10 | | | (7) | | | 35 | | | 27 |
| Other | | 3 | | | (93) | | | 197 | | | (117) |
| Net cash provided by operating activities | | 634 | | | 413 | | | 1,215 | | | 945 |
| Cash flows from investing activities: | | | | | | | | | | | |
| Capital expenditures | | (189) | | | (179) | | | (372) | | | (351) |
| Proceeds from sale of property, plant, and equipment | | 1 | | | 9 | | | 2 | | | 63 |
| Acquisition of businesses, net of cash acquired | | 1 | | | (2) | | | (108) | | | (102) |
| Proceeds from divestiture of businesses, net of cash retained by businesses sold | | 51 | | | — | | | 51 | | | 16 |
| Other | | (3) | | | (12) | | | 23 | | | (9) |
| Net cash used in investing activities | | (139) | | | (184) | | | (404) | | | (383) |
| Cash flows from financing activities: | | | | | | | | | | | |
| Net increase (decrease) in commercial paper | | 54 | | | (479) | | | (85) | | | — |
| Proceeds from issuance of debt | | 499 | | | 588 | | | 499 | | | 588 |
| Repayment of debt | | (587) | | | (3) | | | (591) | | | (558) |
| Proceeds from exercise of share options | | 9 | | | 8 | | | 20 | | | 30 |
| Repurchase of common shares | | (179) | | | (404) | | | (466) | | | (708) |
| Payment of common share dividends to shareholders | | (177) | | | (163) | | | (355) | | | (326) |
| Other | | (4) | | | (7) | | | (28) | | | (38) |
| Net cash used in financing activities | | (385) | | | (460) | | | (1,006) | | | (1,012) |
| Effect of currency translation on cash | | 2 | | | (2) | | | 12 | | | (4) |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | | 112 | | | (233) | | | (183) | | | (454) |
| Cash, cash equivalents, and restricted cash at beginning of period | | 793 | | | 982 | | | 1,088 | | | 1,203 |
| Cash, cash equivalents, and restricted cash at end of period | $ | 905 | | $ | 749 | | $ | 905 | | $ | 749 |
| | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | |
| Interest paid on debt, net | $ | 27 | | $ | 17 | | $ | 39 | | $ | 29 |
| Income taxes paid, net of refunds | | 125 | | | 106 | | | 223 | | | 177 |
TE CONNECTIVITY LTD.
RECONCILIATION OF FREE CASH FLOW (UNAUDITED)
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarters Ended | | For the Six Months Ended | ||||||||
| | March 31, | | March 25, | | March 31, | | March 25, | ||||
| | 2023 | | 2022 | | 2023 | | 2022 | ||||
| | (in millions) | ||||||||||
| Net cash provided by operating activities | $ | 634 | | $ | 413 | | $ | 1,215 | | $ | 945 |
| Excluding: | | | | | | | | | | | |
| Cash collected pursuant to collateral requirements related to cross-currency swap contracts | | — | | | (1) | | | — | | | (42) |
| Capital expenditures, net | | (188) | | | (170) | | | (370) | | | (288) |
| Free cash flow ^(1)^ | $ | 446 | | $ | 242 | | $ | 845 | | $ | 615 |
| | | | | | | | | | | | |
| ^(1)^Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures. |
TE CONNECTIVITY LTD.
CONSOLIDATED SEGMENT DATA (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Quarters Ended | | | For the Six Months Ended | | |||||||||||||||||
| | March 31, | | | March 25, | | | March 31, | | | March 25, | | |||||||||||
| | 2023 | | | 2022 | | | 2023 | | | 2022 | | |||||||||||
| | ( in millions) | | ||||||||||||||||||||
| | Net Sales | **** | | | | Net Sales | **** | | | | Net Sales | **** | | | | Net Sales | **** | | | |||
| Transportation Solutions | | | | | $ | 2,314 | | | | | $ | 4,742 | | | | | $ | 4,472 | | | | |
| Industrial Solutions | | | | | | | 1,068 | | | | | | 2,251 | | | | | | 2,120 | | | |
| Communications Solutions | | | | | | | 625 | | | | | | 1,008 | | | | | | 1,233 | | | |
| Total | | | | | $ | 4,007 | | | | | $ | 8,001 | | | | | $ | 7,825 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Operating | | Operating | | | Operating | | Operating | | | Operating | | Operating | | | Operating | | Operating | | |||
| | Income | | Margin | | | Income | | Margin | | | Income | | Margin | | | Income | | Margin | | |||
| Transportation Solutions | | 13.4 | % | | $ | 409 | | 17.7 | % | | $ | 615 | | 13.0 | % | | $ | 804 | | 18.0 | % | |
| Industrial Solutions | | | 11.3 | | | | 145 | | 13.6 | | | | 290 | | 12.9 | | | | 265 | | 12.5 | |
| Communications Solutions | | | 14.4 | | | | 151 | | 24.2 | | | | 134 | | 13.3 | | | | 308 | | 25.0 | |
| Total | | 12.9 | % | | $ | 705 | | 17.6 | % | | $ | 1,039 | | 13.0 | % | | $ | 1,377 | | 17.6 | % | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Adjusted | | Adjusted | | | Adjusted | | Adjusted | | | Adjusted | | Adjusted | | | Adjusted | | Adjusted | | |||
| | Operating | | Operating | | | Operating | | Operating | | | Operating | | Operating | | | Operating | | Operating | | |||
| | Income (1) | | Margin ^(1)^ | | | Income ^(1)^ | | Margin ^(1)^ | | | Income ^(1)^ | | Margin ^(1)^ | | | Income ^(1)^ | | Margin ^(1)^ | | |||
| Transportation Solutions | | 16.6 | % | | $ | 422 | | 18.2 | % | | $ | 769 | | 16.2 | % | | $ | 814 | | 18.2 | % | |
| Industrial Solutions | | | 14.6 | | | | 161 | | 15.1 | | | | 349 | | 15.5 | | | | 315 | | 14.9 | |
| Communications Solutions | | | 16.3 | | | | 153 | | 24.5 | | | | 168 | | 16.7 | | | | 319 | | 25.9 | |
| Total | | 16.0 | % | | $ | 736 | | 18.4 | % | | $ | 1,286 | | 16.1 | % | | $ | 1,448 | | 18.5 | % | |
| | | | | | | | | | | | | | | | | | | | | | | |
| ^(1)^Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NET SALES GROWTH (DECLINE) (UNAUDITED)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Change in Net Sales for the Quarter Ended March 31, 2023 | |||||||||||||||
| | versus Net Sales for the Quarter Ended March 25, 2022 | |||||||||||||||
| | Net Sales | | | Organic Net Sales | | | | | Acquisitions/ | |||||||
| | Growth (Decline) | | **** | Growth (Decline) ^(1)^ | | **** | Translation ^(2)^ | **** | (Divestiture) | |||||||
| | ( in millions) | |||||||||||||||
| Transportation Solutions ^(3)^: | | **** | | | | | | **** | | | | | | | | |
| Automotive | | 8.6 | % | | $ | 226 | | 13.6 | % | | $ | (84) | | $ | — | |
| Commercial transportation | | | 2.8 | | | | 26 | | 6.5 | | | | (15) | | | — |
| Sensors | | | 6.0 | | | | 23 | | 8.8 | | | | (7) | | | — |
| Total | | | 7.3 | | | | 275 | | 11.9 | | | | (106) | | | — |
| Industrial Solutions ^(3)^: | | | | | | | | | | | | | | | | |
| Industrial equipment | | | (0.9) | | | | 15 | | 3.2 | | | | (19) | | | — |
| Aerospace, defense, and marine | | | 14.2 | | | | 48 | | 18.6 | | | | (5) | | | (6) |
| Energy | | | 26.6 | | | | 51 | | 27.7 | | | | (7) | | | 5 |
| Medical | | | 25.9 | | | | 42 | | 26.3 | | | | (1) | | | — |
| Total | | | 11.5 | | | | 156 | | 14.6 | | | | (32) | | | (1) |
| Communications Solutions ^(3)^: | | | | | | | | | | | | | | | | |
| Data and devices | | | (26.5) | | | | (97) | | (24.9) | | | | (11) | | | 4 |
| Appliances | | | (15.0) | | | | (29) | | (12.4) | | | | (6) | | | — |
| Total | | | (22.2) | | | | (126) | | (20.2) | | | | (17) | | | 4 |
| Total | | 3.8 | % | | $ | 305 | | 7.6 | % | | $ | (155) | | $ | 3 |
All values are in US Dollars.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Change in Net Sales for the Six Months Ended March 31, 2023 | |||||||||||||||
| | versus Net Sales for the Six Months Ended March 25, 2022 | |||||||||||||||
| | Net Sales | | | Organic Net Sales | | | | | Acquisitions/ | |||||||
| | Growth (Decline) | | | Growth (Decline) ^(1)^ | | | Translation ^(2)^ | | (Divestiture) | |||||||
| | ( in millions) | |||||||||||||||
| Transportation Solutions ^(3)^: | | **** | | | | | | **** | | | | | | | | |
| Automotive | | 8.5 | % | | $ | 508 | | 16.0 | % | | $ | (237) | | $ | — | |
| Commercial transportation | | | (0.8) | | | | 33 | | 4.4 | | | | (39) | | | — |
| Sensors | | | 0.9 | | | | 30 | | 5.6 | | | | (25) | | | — |
| Total | | | 6.0 | | | | 571 | | 12.8 | | | | (301) | | | — |
| Industrial Solutions ^(3)^: | | | | | | | | | | | | | | | | |
| Industrial equipment | | | (2.7) | | | | 29 | | 3.2 | | | | (54) | | | — |
| Aerospace, defense, and marine | | | 11.7 | | | | 83 | | 16.3 | | | | (18) | | | (6) |
| Energy | | | 13.4 | | | | 66 | | 17.6 | | | | (21) | | | 5 |
| Medical | | | 14.5 | | | | 49 | | 15.2 | | | | (2) | | | — |
| Total | | | 6.2 | | | | 227 | | 10.7 | | | | (95) | | | (1) |
| Communications Solutions ^(3)^: | | | | | | | | | | | | | | | | |
| Data and devices | | | (17.5) | | | | (120) | | (15.9) | | | | (24) | | | 13 |
| Appliances | | | (19.4) | | | | (74) | | (15.3) | | | | (20) | | | — |
| Total | | | (18.2) | | | | (194) | | (15.7) | | | | (44) | | | 13 |
| Total | | 2.2 | % | | $ | 604 | | 7.7 | % | | $ | (440) | | $ | 12 | |
| | | | | | | | | | | | | | | | | |
| ^(1)^ Organic net sales growth (decline) is a non-GAAP financial measure. See description of non-GAAP financial measures. | ||||||||||||||||
| ^(2)^ Represents the change in net sales resulting from changes in foreign currency exchange rates. | ||||||||||||||||
| ^(3)^ Industry end market information is presented consistently with our internal management reporting and may be periodically revised as management deems necessary. |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Quarter Ended March 31, 2023
(UNAUDITED)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Adjustments | | | | | ||||
| | | | | Acquisition- | | Restructuring | | | | |||
| | | | | Related | | and Other | | Adjusted | | |||
| | U.S. GAAP | | | Charges ^(1)^ | **** | Charges, Net^(1)^ | **** | (Non-GAAP) ^(2)^ | | |||
| | ( in millions, except per share data) | | ||||||||||
| Operating income: | | | | | | | | | | | | |
| Transportation Solutions | | | $ | — | | $ | 78 | | $ | 411 | | |
| Industrial Solutions | | | | | 7 | | | 33 | | | 174 | |
| Communications Solutions | | | | | 1 | | | 8 | | | 79 | |
| Total | | | $ | 8 | | $ | 119 | | $ | 664 | | |
| | | | | | | | | | | | | |
| Operating margin | | % | | | | | | | | | 16.0 | % |
| | | | | | | | | | | | | |
| Other expense, net | | | $ | — | | $ | — | | $ | (4) | | |
| | | | | | | | | | | | | |
| Income tax expense | | | $ | (1) | | $ | (26) | | $ | (127) | | |
| | | | | | | | | | | | | |
| Effective tax rate | | % | | | | | | | | | 19.5 | % |
| | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 7 | | $ | 93 | | $ | 525 | | |
| | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.02 | | $ | 0.29 | | $ | 1.65 | | |
| | | | | | | | | | | | | |
| ^(1)^ The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||
| ^(2)^ See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Quarter Ended March 25, 2022
(UNAUDITED)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Adjustments | | | | | |||||||
| | | | Acquisition- | | Restructuring | | | | | | | |||
| | | | Related | | and Other | | | | | Adjusted | | |||
| | | | Charges ^(1)^ | **** | Charges, Net^(1)^ | **** | Tax Items^(2)^ | **** | (Non-GAAP) ^(3)^ | | ||||
| | | |||||||||||||
| Operating income: | | | | | | | | | | | | | | |
| Transportation Solutions | | | $ | 4 | | $ | 9 | | $ | — | | $ | 422 | |
| Industrial Solutions | | | | 6 | | | 10 | | | — | | | 161 | |
| Communications Solutions | | | | — | | | 2 | | | — | | | 153 | |
| Total | | | $ | 10 | | $ | 21 | | $ | — | | $ | 736 | |
| | | | | | | | | | | | | | | |
| Operating margin | % | | | | | | | | | | | | 18.4 | % |
| | | | | | | | | | | | | | | |
| Other income, net | | | $ | — | | $ | — | | $ | — | | $ | 5 | |
| | | | | | | | | | | | | | | |
| Income tax expense | | | $ | (2) | | $ | (5) | | $ | 8 | | $ | (135) | |
| | | | | | | | | | | | | | | |
| Effective tax rate | % | | | | | | | | | | | | 18.6 | % |
| | | | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 8 | | $ | 16 | | $ | 8 | | $ | 592 | |
| | | | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.02 | | $ | 0.05 | | $ | 0.02 | | $ | 1.81 | |
| | | | | | | | | | | | | | | |
| (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||||
| (2) Includes 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 on December 27, 2021 and a 19 million income tax benefit related to the tax impacts of an intercompany transaction. | | |||||||||||||
| (3) See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Six Months Ended March 31, 2023
(UNAUDITED)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Adjustments | | | | | ||||
| | | | | Acquisition- | | Restructuring | | | | |||
| | | | | Related | | and Other | | Adjusted | | |||
| | U.S. GAAP | | | Charges ^(1)^ | **** | Charges, Net^(1)^ | **** | (Non-GAAP) ^(2)^ | | |||
| | ( in millions, except per share data) | | ||||||||||
| Operating income: | | | | | | | | | | | | |
| Transportation Solutions | | | $ | 2 | | $ | 152 | | $ | 769 | | |
| Industrial Solutions | | | | | 13 | | | 46 | | | 349 | |
| Communications Solutions | | | | | 2 | | | 32 | | | 168 | |
| Total | | | $ | 17 | | $ | 230 | | $ | 1,286 | | |
| | | | | | | | | | | | | |
| Operating margin | | % | | | | | | | | | 16.1 | % |
| | | | | | | | | | | | | |
| Other expense, net | | | $ | — | | $ | — | | $ | (9) | | |
| | | | | | | | | | | | | |
| Income tax expense | | | $ | (3) | | $ | (55) | | $ | (245) | | |
| | | | | | | | | | | | | |
| Effective tax rate | | % | | | | | | | | | 19.5 | % |
| | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 14 | | $ | 175 | | $ | 1,012 | | |
| | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.04 | | $ | 0.55 | | $ | 3.17 | | |
| | | | | | | | | | | | | |
| ^(1)^ The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||
| ^(2)^ See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Six Months Ended March 25, 2022
(UNAUDITED)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Adjustments | | | | | |||||||
| | | | Acquisition- | | Restructuring | | | | | | | |||
| | | | Related | | and Other | | | | | Adjusted | | |||
| | | | Charges ^(1)^ | **** | Charges, Net^(1)(2)^ | **** | Tax Items^(3)^ | **** | (Non-GAAP) ^(4)^ | | ||||
| | | |||||||||||||
| Operating income: | | | | | | | | | | | | | | |
| Transportation Solutions | | | $ | 7 | | $ | 3 | | $ | — | | $ | 814 | |
| Industrial Solutions | | | | 18 | | | 32 | | | — | | | 315 | |
| Communications Solutions | | | | 1 | | | 10 | | | — | | | 319 | |
| Total | | | $ | 26 | | $ | 45 | | $ | — | | $ | 1,448 | |
| | | | | | | | | | | | | | | |
| Operating margin | % | | | | | | | | | | | | 18.5 | % |
| | | | | | | | | | | | | | | |
| Other income, net | | | $ | — | | $ | — | | $ | (11) | | $ | 9 | |
| | | | | | | | | | | | | | | |
| Income tax expense | | | $ | (5) | | $ | (12) | | $ | 3 | | $ | (260) | |
| | | | | | | | | | | | | | | |
| Effective tax rate | % | | | | | | | | | | | | 18.1 | % |
| | | | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 21 | | $ | 33 | | $ | (8) | | $ | 1,173 | |
| | | | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.06 | | $ | 0.10 | | $ | (0.02) | | $ | 3.58 | |
| | | | | | | | | | | | | | | |
| (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||||
| (2) Includes 33 million recorded in net restructuring and other charges and 12 million recorded in cost of sales. | | |||||||||||||
| (3) Includes a 36 million income tax benefit related to the tax impacts of an intercompany transaction, 27 million of income tax expense related to the write-down of certain deferred tax assets to the lower tax rate enacted in the canton of Schaffhausen, and 12 million of income tax expense related to an income tax audit of an acquired entity, as well as the related impact of 11 million to other income pursuant to the indemnification terms of the purchase agreement. | | |||||||||||||
| (4) See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Quarter Ended June 24, 2022
(UNAUDITED)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Adjustments | | | | | |||||||
| | | | Acquisition- | | Restructuring | | | | | | ||||
| | | | Related | | and Other | | | | Adjusted | | ||||
| | | | Charges ^(1)^ | **** | Charges, Net^(1)(2)^ | **** | Tax Items^(3)^ | **** | (Non-GAAP) ^(4)^ | | ||||
| | | |||||||||||||
| Operating income: | | | | | | | | | | | | | | |
| Transportation Solutions | | | $ | 5 | | $ | 9 | | $ | — | | $ | 397 | |
| Industrial Solutions | | | | 6 | | | 15 | | | — | | | 186 | |
| Communications Solutions | | | | 1 | | | 6 | | | — | | | 178 | |
| Total | | | $ | 12 | | $ | 30 | | $ | — | | $ | 761 | |
| | | | | | | | | | | | | | | |
| Operating margin | % | | | | | | | | | | | | 18.6 | % |
| | | | | | | | | | | | | | | |
| Other income, net | | | $ | — | | $ | — | | $ | — | | $ | 4 | |
| | | | | | | | | | | | | | | |
| Income tax expense | | | $ | (3) | | $ | (6) | | $ | (21) | | $ | (146) | |
| | | | | | | | | | | | | | | |
| Effective tax rate | % | | | | | | | | | | | | 19.5 | % |
| | | | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 9 | | $ | 24 | | $ | (21) | | $ | 604 | |
| | | | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.03 | | $ | 0.07 | | $ | (0.06) | | $ | 1.86 | |
| | | | | | | | | | | | | | | |
| (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||||
| (2) Includes 26 million recorded in net restructuring and other charges and 4 million recorded in cost of sales. | | |||||||||||||
| (3) Includes a 21 million income tax benefit related to the tax impacts of an intercompany transaction. | | |||||||||||||
| (4) See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Year Ended September 30, 2022
(UNAUDITED)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Adjustments | | | | | |||||||
| | | | Acquisition- | | Restructuring | | | | | | ||||
| | | | Related | | and Other | | | | Adjusted | | ||||
| | | | Charges ^(1)^ | **** | Charges, Net^(1)(2)^ | **** | Tax Items^(3)^ | **** | (Non-GAAP) ^(4)^ | | ||||
| | | |||||||||||||
| Operating income: | | | | | | | | | | | | | | |
| Transportation Solutions | | | $ | 16 | | $ | 68 | | $ | — | | $ | 1,618 | |
| Industrial Solutions | | | | 32 | | | 66 | | | — | | | 705 | |
| Communications Solutions | | | | 5 | | | 23 | | | — | | | 643 | |
| Total | | | $ | 53 | | $ | 157 | | $ | — | | $ | 2,966 | |
| | | | | | | | | | | | | | | |
| Operating margin | % | | | | | | | | | | | | 18.2 | % |
| | | | | | | | | | | | | | | |
| Other income, net | | | $ | — | | $ | — | | $ | (11) | | $ | 17 | |
| | | | | | | | | | | | | | | |
| Income tax expense | | | $ | (11) | | $ | (34) | | $ | (200) | | $ | (551) | |
| | | | | | | | | | | | | | | |
| Effective tax rate | % | | | | | | | | | | | | 18.8 | % |
| | | | | | | | | | | | | | | |
| Income from continuing operations | | | $ | 42 | | $ | 123 | | $ | (211) | | $ | 2,381 | |
| | | | | | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | | $ | 0.13 | | $ | 0.38 | | $ | (0.65) | | $ | 7.33 | |
| | | | | | | | | | | | | | | |
| (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. | | |||||||||||||
| (2) Includes 141 million recorded in net restructuring and other charges and 16 million recorded in cost of sales. | | |||||||||||||
| (3) Includes a 124 million income tax benefit related to the tax impacts of certain intercompany transactions, a 64 million income tax benefit related primarily to a lapse of a statute of limitation, and a 51 million income tax benefit related to the release of a valuation allowance associated primarily with improved current and expected future operating profit and taxable income. Also includes 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 and 12 million of income tax expense related to an income tax audit of an acquired entity, as well as the related impact of 11 million to other income pursuant to the terms of the purchase agreement. | | |||||||||||||
| (4) See description of non-GAAP financial measures. | |
All values are in US Dollars.
TE CONNECTIVITY LTD.
RECONCILIATION OF FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES
TO FORWARD-LOOKING GAAP FINANCIAL MEASURES
As of April 26, 2023
(UNAUDITED)
| | | | |
|---|---|---|---|
| | Outlook for | | |
| | Quarter Ending | | |
| | June 30, | | |
| | 2023 | | |
| Diluted earnings per share from continuing operations | $ | 1.56 | |
| Restructuring and other charges, net | | 0.07 | |
| Acquisition-related charges | | 0.02 | |
| Adjusted diluted earnings per share from continuing operations ^(1)^ | $ | 1.65 | |
| | | | |
| | | | |
| Net sales growth (decline) | | (2.4) | % |
| Translation | | 0.4 | |
| Organic net sales growth (decline) ^(1)^ | | (2.0) | % |
| | | | |
| ^(1)^ See description of non-GAAP financial measures. |
Exhibit 99.2
| EVERY CONNECTION COUNTS<br>TE Connectivity<br>Second Quarter<br>2023 Earnings<br>April 26, 2023 |
|---|
| Forward-Looking Statements<br>and Non-GAAP Financial Measures<br>2<br>Forward-Looking Statements<br>This presentation contains certain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of<br>1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in<br>circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results,<br>performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking<br>and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking<br>statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do<br>so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law.<br>The forward-looking statements in this presentation include statements addressing our future financial condition and operating results, and<br>the impact on our operations resulting from the coronavirus disease 2019 (“COVID-19”). Examples of factors that could cause actual results<br>to differ materially from those described in the forward-looking statements include, among others, the extent, severity and duration of COVID-19 negatively affecting our business operations; business, economic, competitive and regulatory risks, such as conditions affecting demand<br>for products in the automotive and other industries we serve; competition and pricing pressure; fluctuations in foreign currency exchange<br>rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate, including<br>continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding<br>countries; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws<br>and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation, including the effects of Swiss tax<br>reform. In addition, the extent to which COVID-19 will impact our business and our financial results will depend on future developments,<br>which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the virus, the severity of the<br>virus, the duration of the outbreak, the impact on our suppliers’ and customers’ supply chains, the actions that may be taken by various<br>governmental authorities in response to the outbreak in jurisdictions in which we operate, and the possible impact on the global economy and<br>local economies in which we operate. More detailed information about these and other factors is set forth in TE Connectivity Ltd.'s Annual<br>Report on Form 10-K for the fiscal year ended Sept. 30, 2022 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-<br>K and other reports filed by us with the U.S. Securities and Exchange Commission.<br>Non-GAAP Financial Measures<br>Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a<br>disclosure on the usefulness of the non-GAAP financial measure, in this presentation. |
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| Earnings Highlights<br>Q2 Sales & Adjusted EPS Exceeded Guidance<br>• Sales of $4.16B, up 4% reported, up 8% organically Y/Y<br>• Transportation up 12% organically Y/Y, with growth in all businesses<br>• Industrial up 15% organically Y/Y, with growth in all businesses<br>• Communications down 20% organically Y/Y, as expected<br>• Sales includes $155M of currency exchange headwinds Y/Y<br>• Orders up sequentially to $4.0B<br>• Adjusted Operating Margins of 16.0%, Adjusted EPS of $1.65<br>• Adjusted EPS results include $0.17 of FX and Tax headwinds Y/Y<br>• Strong Free Cash Flow generation of $845M in 1H FY23, up 37% Y/Y with ~$785M returned to<br>shareholders<br>• TE named one of Fortune’s World’s Most Admired Companies for the 6th consecutive year<br>Q3 Guidance<br>• Expect Q3 Sales of ~$4.0B and Adjusted EPS ~$1.65<br>• FX and Tax headwinds impacting EPS by ~$0.06 Y/Y<br>• Continue to expect sequential margin expansion going forward driven by the Transportation &<br>Industrial segments<br>Organic Net Sales Growth (Decline), Adjusted EPS, Adjusted Operating Margin and Free Cash Flow are non-GAAP financial measures; see Appendix for descriptions and reconciliations<br>3 |
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| Reported FY22 FY23 FY23 Q2 Growth<br>Q2 Q1 Q2 Y/Y Q/Q<br>Transportation 2,549 2,154 2,412 (5)% 12%<br>Industrial 1,303 1,085 1,193 (9)% 10%<br>Communications 670 395 388 (42)% (2)%<br>Total TE 4,522 3,633 3,993 (12)% 10%<br>Book to Bill 1.13 0.95 0.96<br>Segment Orders Summary<br>($ in millions)<br>4<br>• Sequential order improvement<br>indicating overall stability in the<br>Transportation and Industrial<br>segments, with continued weakness<br>in Communications markets, as<br>expected<br>• Transportation book to bill of 0.97,<br>reflecting ongoing stable demand<br>• Industrial book to bill of 1.0,<br>reflecting ongoing strength in AD&M,<br>Energy and Medical end markets<br>• Communications orders reflecting<br>market weakness and consumption<br>of inventory across the supply chain<br>Sequential Order Improvement<br>Y/Y Order Patterns Reflecting Supply Chain Dynamics |
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| Transportation Solutions<br>$2,314 $2,483<br>Q2 2022 Q2 2023<br>• Automotive organic growth across all regions. Market<br>outperformance driven by our leading position in<br>electric vehicles along with electronification trends<br>• Commercial Transportation organic growth in North<br>America and Europe, partially offset by declines in<br>China<br>• Sensors organic growth driven by automotive<br>applications<br>• Delivered adjusted operating margin improvement of<br>80bps sequentially in Q2, with benefit of additional<br>price increases<br>Y/Y Growth Rates Reported Organic<br>Automotive $1,795 9% 14%<br>Commercial<br>Transportation 405 3% 7%<br>Sensors 283 6% 9%<br>Transportation<br>Solutions $2,483 7% 12%<br>Q2 Sales Q2 Business Performance<br>Q2 Adjusted Operating Margin<br>$ in Millions<br>Reported<br>Up 7%<br>Organic<br>Up 12%<br>Y/Y margin<br>performance<br>reflecting the timing of<br>pricing actions to<br>offset inflation<br>5 Organic Net Sales Growth (Decline), Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations<br>18.2% 16.6%<br>Q2 2022 Q2 2023<br>Adjusted EBITDA Margin 23.6% 21.7% |
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| Industrial Solutions<br>$1,068 $1,191<br>Q2 2022 Q2 2023<br>Y/Y Growth Rates Reported Organic<br>Industrial Equipment $461 (1)% 3%<br>Aerospace, Defense<br>and Marine 298 14% 19%<br>Energy 233 27% 28%<br>Medical 199 26% 26%<br>Industrial Solutions $1,191 12% 15%<br>Margins reflect<br>impact from<br>business mix and<br>acquisitions<br>15.1% 14.6%<br>Q2 2022 Q2 2023<br>Adjusted EBITDA Margin 19.7% 19.2%<br>• Industrial Equipment organic growth in Europe, partially<br>offset by weakness in the Americas & China<br>• AD&M organic growth in all markets including ongoing<br>market improvement in Commercial Aerospace<br>• Energy organic growth across all regions, with<br>continued momentum in renewable applications<br>• Medical delivered record quarterly sales, with increases<br>in interventional procedures<br>$ in Millions<br>Q2 Sales Q2 Business Performance<br>Q2 Adjusted Operating Margin<br>Reported<br>Up 12%<br>Organic<br>Up 15%<br>6 Organic Net Sales Growth (Decline), Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations |
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| $625 $486<br>Q2 2022 Q2 2023<br>Reported<br>Down 22%<br>Organic<br>Down 20%<br>Y/Y Growth Rates Reported Organic<br>Data & Devices $288 (27)% (25)%<br>Appliances 198 (15)% (12)%<br>Communications<br>Solutions $486 (22)% (20)%<br>• Data & Devices declined as expected, driven by<br>broad market weakness and consumption of<br>inventory across the supply chain<br>• Appliances declined as expected, driven by market<br>24.5% moderation in all regions<br>16.3%<br>Q2 2022 Q2 2023<br>Margin impacted by<br>lower volume year-over-year<br>Organic Net Sales Growth (Decline), Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations<br>Communications Solutions<br>Q2 Sales<br>Q2 Adjusted Operating Margin<br>Q2 Business Performance<br>$ in Millions<br>Adjusted EBITDA Margin 27.7% 21.0%<br>7 |
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| Q2 Financial Summary<br>($ in Millions, except per share amounts) Q2 FY22 Q2 FY23<br>Net Sales $ 4,007 $ 4,160<br>Operating Income $ 705 $ 537<br>Operating Margin 17.6% 12.9%<br>Acquisition-Related Charges 10 8<br>Restructuring & Other Charges, Net* 21 119<br>Adjusted Operating Income $ 736 $ 664<br>Adjusted Operating Margin 18.4% 16.0%<br>Earnings Per Share** $ 1.71 $ 1.34<br>Acquisition-Related Charges 0.02 0.02<br>Restructuring & Other Charges, Net 0.05 0.29<br>Tax Items 0.02 -<br>Adjusted EPS $ 1.81 $ 1.65<br>** Represents Diluted Earnings Per Share from Continuing Operations.<br>Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP financial measures; see Appendix for descriptions and reconciliations.<br>8<br>* Net restructuring charges represent $62M of the $119M in Q2 FY23 |
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| Q2 Financial Performance<br>$4,007 $4,160<br>Q2 2022 Q2 2023<br>$1.81 $1.65<br>Q2 2022 Q2 2023<br>Adjusted<br>EBITDA<br>Margin<br>23.2% 20.9%<br>18.4%<br>16.0%<br>Q2 2022 Q2 2023<br>Adjusted Operating Margin, Adjusted EPS, Adjusted EBITDA Margin and Free Cash Flow are non-GAAP financial measures: see Appendix for descriptions and reconciliations.<br>Sales Adjusted Operating Margin<br>Adjusted EPS Free Cash Flow<br>Y/Y Sales, Margin, & EPS Performance Impacted by Currency Exchange Rates<br>and End Market Weakness in Communications<br>9<br>$615<br>$845<br>YTD 2022 YTD 2023<br>$ in Millions<br>$ in Millions<br>Q2 2023 EPS<br>includes $0.17<br>of FX & Tax<br>headwinds Y/Y<br>+37%<br>Y/Y |
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| EVERY CONNECTION COUNTS<br>Additional<br>Information |
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| Y/Y Q2 2023<br>Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.<br>Sales<br>(in millions)<br>Adjusted EPS<br>Q2 2022 Results $4,007 $1.81<br>Operational Performance 308 0.01<br>FX Impact (155) (0.15)<br>Tax Rate Impact - (0.02)<br>Q2 2023 Results $4,160 $1.65<br>11 |
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| Y/Y Q3 2023<br>Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.<br>Sales<br>(in millions)<br>Adjusted EPS<br>Q3 2022 Results $4,097 $1.86<br>Operational Performance (81) (0.15)<br>FX Impact (16) (0.05)<br>Tax Rate Impact - (0.01)<br>Q3 2023 Guidance $4,000 $1.65<br>12 |
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| ($ in Millions) Q2 2022 Q2 2023<br>Beginning Cash Balance $982 $793<br>Free Cash Flow 242 446<br>Dividends (163) (177)<br>Share repurchases (404) (179)<br>Net increase (decrease) in debt 106 (34)<br>Divestiture of businesses, net of cash<br>retained by businesses sold - 51<br>Other (14) 5<br>Ending Cash Balance $749 $905<br>Total Debt $4,051 $4,202<br>A/R $3,068 $3,048<br>Days Sales Outstanding* 69 67<br>Inventory $2,999 $2,811<br>Days on Hand* 99 85<br>Accounts Payable $1,986 $1,678<br>Days Outstanding* 67 53<br>Free Cash Flow and Working Capital Liquidity, Cash & Debt<br>($ in Millions) Q2 2022 Q2 2023<br>Cash from Operating Activities $413 $634<br>Capital expenditures, net<br>Cash collected pursuant to collateral<br>requirements related to cross-currency<br>swap contracts<br>(170)<br>(1)<br>(188)<br>-<br>Free Cash Flow $242 $446<br>Free Cash Flow is a non-GAAP financial measure, see Appendix for description and reconciliation<br>* Adjusted to exclude the impact of acquisitions<br>Q2 Balance Sheet & Cash Flow Summary<br>13 |
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| EVERY CONNECTION COUNTS<br>Appendix |
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| 15<br>Non-GAAP Financial Measures<br>We present non-GAAP performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in<br>accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental information and should not be<br>considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its<br>decision-making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance<br>the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to<br>the same financial measures that management uses in evaluating our operations. The primary limitation of these measures is that they exclude the financial impact of items<br>that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP financial measures in combination with the<br>most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These<br>non-GAAP financial measures may not be comparable to similarly-titled measures reported by other companies.<br>The following provides additional information regarding our non-GAAP financial measures:<br>• Organic Net Sales Growth (Decline) – represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency<br>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<br>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<br>that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. This measure is a significant component in our incentive compensation<br>plans.<br>• Adjusted Operating Income and Adjusted Operating Margin – represent operating income and operating margin, respectively, (the most comparable GAAP financial<br>measures) before special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, and other income or charges, if any. We<br>utilize these adjusted measures in combination with operating income and operating margin to assess segment level operating performance and to provide insight to<br>management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation<br>plans.<br>• Adjusted Other Income (Expense), Net – represents net other income (expense) (the most comparable GAAP financial measure) before special items including tax sharing<br>income related to adjustments to prior period tax returns and other items, if any.<br>• Adjusted Income Tax (Expense) Benefit and Adjusted Effective Tax Rate – represent income tax (expense) benefit and effective tax rate, respectively, (the most<br>comparable GAAP financial measures) after adjusting for the tax effect of special items including restructuring and other charges, acquisition-related charges, impairment of<br>goodwill, other income or charges, and certain significant tax items, if any.<br>• Adjusted Income from Continuing Operations – represents income from continuing operations (the most comparable GAAP financial measure) before special items including<br>restructuring and other charges, acquisition-related charges, impairment of goodwill, tax sharing income related to adjustments to prior period tax returns and other tax<br>items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects.<br>• Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations (the most comparable GAAP financial measure) before special items<br>including restructuring and other charges, acquisition-related charges, impairment of goodwill, tax sharing income related to adjustments to prior period tax returns and other<br>tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is a significant component in our<br>incentive compensation plans. |
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| 16<br>• Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP financial<br>measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income (expense), income (loss) from<br>discontinued operations, and special items including restructuring and other charges, acquisition-related charges, impairment of goodwill, and other income or charges, if<br>any.<br>• Free Cash Flow (FCF) – is a useful measure of our ability to generate cash. The difference between net cash provided by operating activities (the most comparable GAAP<br>financial measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides<br>useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our<br>operations. Free Cash Flow is defined as net cash provided by operating activities excluding voluntary pension contributions and the cash impact of special items, if any,<br>minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity is driven by economic financing<br>decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters and cash paid (collected) pursuant to collateral<br>requirements related to cross-currency swap contracts, are also excluded by management in evaluating Free Cash Flow. Net capital expenditures consist of capital<br>expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent long-term commitments. In the calculation<br>of Free Cash Flow, we subtract certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or<br>more cash available for our programs than the most comparable GAAP financial measure indicates. It should not be inferred that the entire Free Cash Flow amount is<br>available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In<br>addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the<br>calculation of Free Cash Flow.<br>• Free Cash Flow Conversion – represents the ratio of Free Cash Flow to Adjusted Income from Continuing Operations. We use Free Cash Flow Conversion as an indicator<br>of our ability to convert earnings to cash.<br>Non-GAAP Financial Measures (cont.) |
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| Segment Summary<br>17<br><br><br>Transportation Solutions $ 2,483 $ 2,314 $ 4,742 $ 4,472<br>Industrial Solutions 1,191 1,068 2,251 2,120<br>Communications Solutions 486 625 1,008 1,233<br>Total $ 4,160 $ 4,007 $ 8,001 $ 7,825<br>O perating O perating O perating O perating<br>Margin Margin Margin Margin<br>Transportation Solutions $ 333 13.4 % $ 409 17.7 % $ 615 13.0 % $ 804 18.0 %<br>Industrial Solutions 134 11.3 145 13.6 290 12.9 265 12.5<br>Communications Solutions 70 14.4 151 24.2 134 13.3 308 25.0<br>Total $ 537 12.9 % $ 705 17.6 % $ 1,039 13.0 % $ 1,377 17.6 %<br>Adjusted Adjusted Adjusted Adjusted<br>O perating O perating O perating O perating<br>Margin (1) Margin (1) Margin (1) Margin (1)<br>Transportation Solutions $ 411 16.6 % $ 422 18.2 % $ 769 16.2 % $ 814 18.2 %<br>Industrial Solutions 174 14.6 161 15.1 349 15.5 315 14.9<br>Communications Solutions 79 16.3 153 24.5 168 16.7 319 25.9<br>Total $ 664 16.0 % $ 736 18.4 % $ 1,286 16.1 % $ 1,448 18.5 %<br>(1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures.<br>2023 2022<br>($ in millions)<br>Adjusted<br>O perating<br>Income (1)<br>Adjusted<br>O perating<br>Adjusted<br>O perating<br>Income (1)<br>Net Sales Net Sales Net Sales<br>Income (1)<br>Adjusted<br>O perating<br>Income (1)<br>Income<br>O perating O perating<br>Income<br>O perating<br>Income<br>Net Sales<br>O perating<br>Income<br>2023 2022<br>For the Q uarters Ended<br>March 31, March 25, March 31, March 25,<br>For the Six Months Ended |
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| Reconciliation of Net Sales Growth<br>18<br><br>Transportation Solutions (3):<br>Automotive $ 142 8.6 % $ 226 13.6 % $ (84) $ —<br>Commercial transportation 11 2.8 26 6.5 (15) —<br>Sensors 16 6.0 23 8.8 (7) —<br>Total 169 7.3 275 11.9 (106) —<br>Industrial Solutions (3):<br>Industrial equipment (4) (0.9) 15 3.2 (19) —<br>Aerospace, defense, and marine 37 14.2 48 18.6 (5) (6)<br>Energy 49 26.6 51 27.7 (7) 5<br>Medical 41 25.9 42 26.3 (1) —<br>Total 123 11.5 156 14.6 (32) (1)<br>Communications Solutions (3)<br>:<br>Data and devices (104) (26.5) (97) (24.9) (11) 4<br>Appliances (35) (15.0) (29) (12.4) (6) —<br>Total (139) (22.2) (126) (20.2) (17) 4<br>Total $ 153 3.8 % $ 305 7.6 % $ (155) $ 3<br>($ in millions)<br>Translation (2)<br>Acquisitions/<br>(Divestiture)<br>Net Sales<br>Growth (Decline)<br>O rganic Net Sales<br>Growth (Decline) (1)<br>Change in Net Sales for the Q uarter Ended March 31, 2023<br>versus Net Sales for the Q uarter Ended March 25, 2022<br>Transportation Solutions (3):<br>Automotive $ 271 8.5 % $ 508 16.0 % $ (237) $ —<br>Commercial transportation (6) (0.8) 33 4.4 (39) —<br>Sensors 5 0.9 30 5.6 (25) —<br>Total 270 6.0 571 12.8 (301) —<br>Industrial Solutions (3)<br>:<br>Industrial equipment (25) (2.7) 29 3.2 (54) —<br>Aerospace, defense, and marine 59 11.7 83 16.3 (18) (6)<br>Energy 50 13.4 66 17.6 (21) 5<br>Medical 47 14.5 49 15.2 (2) —<br>Total 131 6.2 227 10.7 (95) (1)<br>Communications Solutions (3):<br>Data and devices (131) (17.5) (120) (15.9) (24) 13<br>Appliances (94) (19.4) (74) (15.3) (20) —<br>Total (225) (18.2) (194) (15.7) (44) 13<br>Total $ 176 2.2 % $ 604 7.7 % $ (440) $ 12<br>Growth (Decline) Growth (Decline) (1) Translation (2) (Divestiture)<br>Change in Net Sales for the Six Months Ended March 31, 2023<br>versus Net Sales for the Six Months Ended March 25, 2022<br>(1) Organic net sales growth (decline) is a non-GAAP financial measure. See description of non-GAAP financial measures.<br>(2) Represents the change in net sales resulting from changes in foreign currency exchange rates.<br>(3) Industry end market information is presented consistently with our internal management reporting and may be periodically revised as management<br>deems necessary.<br>($ in millions)<br>Net Sales O rganic Net Sales Acquisitions/ |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Quarter Ended March 31, 2023<br>19<br><br>Operating income:<br>Transportation Solutions $ 333 $ — $ 78 $ 411<br>Industrial Solutions 134 7 33 174<br>Communications Solutions 70 1 8 79<br>Total $ 537 $ 8 $ 119 $ 664<br>Operating margin 12.9 % 16.0 %<br>Other expense, net $ (4) $ — $ — $ (4)<br>Income tax expense $ (100) $ (1) $ (26) $ (127)<br>Effective tax rate 19.0 % 19.5 %<br>Income from continuing operations $ 425 $ 7 $ 93 $ 525<br>Diluted earnings per share from continuing<br>operations $ 1.34 $ 0.02 $ 0.29 $ 1.65<br><br>Related and O ther Adjusted<br>Acquisition- Restructuring<br>Adjustments<br>(2) See description of non-GAAP financial measures.<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax<br>laws in effect for each such jurisdiction.<br>U.S. GAAP Charges (1) (Non-GAAP) (2) Charges, Net (1)<br>($ in millions, except per share data) |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Quarter Ended March 25, 2022<br>20<br><br>Operating income:<br>Transportation Solutions $ 409 $ 4 $ 9 $ — $ 422<br>Industrial Solutions 145 6 10 — 161<br>Communications Solutions 151 — 2 — 153<br>Total $ 705 $ 10 $ 21 $ — $ 736<br>Operating margin 17.6 % 18.4 %<br>Other income, net $ 5 $ — $ — $ — $ 5<br>Income tax expense $ (136) $ (2) $ (5) $ 8 $ (135)<br>Effective tax rate 19.5 % 18.6 %<br>Income from continuing operations $ 560 $ 8 $ 16 $ 8 $ 592<br>Diluted earnings per share from<br>continuing operations $ 1.71 $ 0.02 $ 0.05 $ 0.02 $ 1.81<br><br>Tax Items (2)<br>Restructuring<br>Charges, Net (1)<br>and O ther<br>(3) See description of non-GAAP financial measures.<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in<br>effect for each such jurisdiction.<br>($ in millions, except per share data)<br>(2) Includes $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<br>canton of Schaffhausen on December 27, 2021 and a $19 million income tax benefit related to the tax impacts of an intercompany transaction.<br>U.S. GAAP<br>Acquisition-Charges (1)<br>Adjustments<br>Adjusted<br>(Non-GAAP) (3)<br>Related |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Six Months Ended March 31, 2023<br>21<br><br>Operating income:<br>Transportation Solutions $ 615 $ 2 $ 152 $ 769<br>Industrial Solutions 290 13 46 349<br>Communications Solutions 134 2 32 168<br>Total $ 1,039 $ 17 $ 230 $ 1,286<br>Operating margin 13.0 % 16.1 %<br>Other expense, net $ (9) $ — $ — $ (9)<br>Income tax expense $ (187) $ (3) $ (55) $ (245)<br>Effective tax rate 18.5 % 19.5 %<br>Income from continuing operations $ 823 $ 14 $ 175 $ 1,012<br>Diluted earnings per share from continuing<br>operations $ 2.58 $ 0.04 $ 0.55 $ 3.17<br><br>Acquisition- Restructuring<br>Adjustments<br>($ in millions, except per share data)<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax<br>laws in effect for each such jurisdiction.<br>(2) See description of non-GAAP financial measures.<br>Related and O ther Adjusted<br>U.S. GAAP Charges (1) Charges, Net (1) (Non-GAAP) (2) |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Six Months Ended March 25, 2022<br>22<br><br>Operating income:<br>Transportation Solutions $ 804 $ 7 $ 3 $ — $ 814<br>Industrial Solutions 265 18 32 — 315<br>Communications Solutions 308 1 10 — 319<br>Total $ 1,377 $ 26 $ 45 $ — $ 1,448<br>Operating margin 17.6 % 18.5 %<br>Other income, net $ 20 $ — $ — $ (11) $ 9<br>Income tax expense $ (246) $ (5) $ (12) $ 3 $ (260)<br>Effective tax rate 17.9 % 18.1 %<br>Income from continuing operations $ 1,127 $ 21 $ 33 $ (8) $ 1,173<br>Diluted earnings per share from<br>continuing operations $ 3.44 $ 0.06 $ 0.10 $ (0.02) $ 3.58<br><br>Acquisition- Restructuring<br>Adjustments<br>Related and O ther Adjusted<br>U.S. GAAP Charges (1) Charges, Net (1)(2) Tax Items (3) (Non-GAAP) (4)<br>(4) See description of non-GAAP financial measures.<br>($ in millions, except per share data)<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in<br>effect for each such jurisdiction.<br>(2) Includes $33 million recorded in net restructuring and other charges and $12 million recorded in cost of sales.<br>(3) Includes a $36 million income tax benefit related to the tax impacts of an intercompany transaction, $27 million of income tax expense related to<br>the write-down of certain deferred tax assets to the lower tax rate enacted in the canton of Schaffhausen, and $12 million of income tax expense<br>related to an income tax audit of an acquired entity, as well as the related impact of $11 million to other income pursuant to the indemnification<br>terms of the purchase agreement. |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Quarter Ended June 24, 2022<br>23<br><br>Operating income:<br>Transportation Solutions $ 383 $ 5 $ 9 $ — $ 397<br>Industrial Solutions 165 6 15 — 186<br>Communications Solutions 171 1 6 — 178<br>Total $ 719 $ 12 $ 30 $ — $ 761<br>Operating margin 17.5 % 18.6 %<br>Other income, net $ 4 $ — $ — $ — $ 4<br>Income tax expense $ (116) $ (3) $ (6) $ (21) $ (146)<br>Effective tax rate 16.4 % 19.5 %<br>Income from continuing operations $ 592 $ 9 $ 24 $ (21) $ 604<br>Diluted earnings per share from<br>continuing operations $ 1.83 $ 0.03 $ 0.07 $ (0.06) $ 1.86<br><br>(4) See description of non-GAAP financial measures.<br>Acquisition- Restructuring<br>($ in millions, except per share data)<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax<br>laws in effect for each such jurisdiction.<br>(2) Includes $26 million recorded in net restructuring and other charges and $4 million recorded in cost of sales.<br>(3) Includes a $21 million income tax benefit related to the tax impacts of an intercompany transaction.<br>Related and O ther Adjusted<br>U.S. GAAP Charges (1) Charges, Net (1)(2) Tax Items (3) (Non-GAAP) (4)<br>Adjustments |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Year Ended September 30, 2022<br>24<br><br>Operating income:<br>Transportation Solutions $ 1,534 $ 16 $ 68 $ — $ 1,618<br>Industrial Solutions 607 32 66 — 705<br>Communications Solutions 615 5 23 — 643<br>Total $ 2,756 $ 53 $ 157 $ — $ 2,966<br>Operating margin 16.9 % 18.2 %<br>Other income, net $ 28 $ — $ — $ (11) $ 17<br>Income tax expense $ (306) $ (11) $ (34) $ (200) $ (551)<br>Effective tax rate 11.2 % 18.8 %<br>Income from continuing operations $ 2,427 $ 42 $ 123 $ (211) $ 2,381<br>Diluted earnings per share from<br>continuing operations $ 7.47 $ 0.13 $ 0.38 $ (0.65) $ 7.33<br>($ in millions, except per share data)<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws<br>in effect for each such jurisdiction.<br>(3) Includes a $124 million income tax benefit related to the tax impacts of certain intercompany transactions, a $64 million income tax benefit<br>related primarily to a lapse of a statute of limitation, and a $51 million income tax benefit related to the release of a valuation allowance associated<br>primarily with improved current and expected future operating profit and taxable income. Also includes $27 million of income tax expense related<br>to the write-down of certain deferred tax assets to the lower corporate tax rate enacted in the canton of Schaffhausen and $12 million of income tax<br>expense related to an income tax audit of an acquired entity, as well as the related impact of $11 million to other income pursuant to the terms of<br>the purchase agreement.<br>(2) Includes $141 million recorded in net restructuring and other charges and $16 million recorded in cost of sales.<br>(4) See description of non-GAAP financial measures.<br>U.S. GAAP Charges (1) Charges, Net (1)(2) Tax Items (3) (Non-GAAP) (4)<br>Related and O ther Adjusted<br>Acquisition- Restructuring<br>Adjustments |
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| Reconciliation of Non-GAAP Financial Measures to GAAP<br>Financial Measures for the Quarter Ended December 30, 2022<br>25<br><br>Operating income:<br>Transportation Solutions $ 282 $ 2 $ 74 $ 358<br>Industrial Solutions 156 6 13 175<br>Communications Solutions 64 1 24 89<br>Total $ 502 $ 9 $ 111 $ 622<br>Operating margin 13.1 % 16.2 %<br>Other expense, net $ (5) $ — $ — $ (5)<br>Income tax expense $ (87) $ (2) $ (29) $ (118)<br>Effective tax rate 17.9 % 19.5 %<br>Income from continuing operations $ 398 $ 7 $ 82 $ 487<br>Diluted earnings per share from continuing<br>operations $ 1.25 $ 0.02 $ 0.26 $ 1.53<br><br>($ in millions, except per share data)<br>(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and<br>the tax laws in effect for each such jurisdiction.<br>(2) See description of non-GAAP financial measures.<br>Related and O ther Adjusted<br>U.S. GAAP Charges (1) Charges, Net (1) (Non-GAAP) (2)<br>Adjustments<br>Acquisition- Restructuring |
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| Reconciliation of Free Cash Flow<br>26<br>Net cash provided by operating activities $ 634 $ 413 $ 1,215 $ 945<br>Net cash used in investing activities (139) (184) (404) (383)<br>Net cash used in financing activities (385) (460) (1,006) (1,012)<br>Effect of currency translation on cash 2 (2) 12 (4)<br>Net increase (decrease) in cash, cash equivalents, and restricted cash $ 112 $ (233) $ (183) $ (454)<br>Net cash provided by operating activities $ 634 $ 413 $ 1,215 $ 945<br>Excluding:<br>Cash collected pursuant to collateral requirements related<br>to cross-currency swap contracts — (1) — (42)<br>Capital expenditures, net (188) (170) (370) (288)<br>Free cash flow (1) $ 446 $ 242 $ 845 $ 615<br>(1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures.<br>2023 2022 2023 2022<br>(in millions)<br>For the Q uarters Ended<br>March 31, March 25, March 31, March 25,<br>For the Six Months Ended |
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| Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin<br>27<br>Net income $ 433 $ 397 $ 560<br>(Income) loss from discontinued operations (8) 1 —<br>Income tax expense 100 87 136<br>Other (income) expense, net 4 5 (5)<br>Interest expense 20 21 18<br>Interest income (12) (9) (4)<br>Operating income $ 537 $ 502 $ 705<br>Acquisition-related charges 8 9 10<br>Restructuring and other charges, net 119 111 21<br>Adjusted operating income (1)<br> 664 622 736<br>Depreciation and amortization 207 187 194<br>Adjusted EBITDA (1) $ 871 $ 809 $ 930<br>Net sales $ 4,160 $ 3,841 $ 4,007<br>Net income as a percentage of net sales 10.4 % 10.3 % 14.0 %<br>Adjusted EBITDA margin (1)<br> 20.9 % 21.1 % 23.2 %<br>Operating income $ 333 $ 134 $ 70 $ 537 $ 409 $ 145 $ 151 $ 705<br>Acquisition-related charges — 7 1 8 4 6 — 10<br>Restructuring and other charges, net 78 33 8 119 9 10 2 21<br>Adjusted operating income (1)<br> 411 174 79 664 422 161 153 736<br>Depreciation and amortization 129 55 23 207 125 49 20 194<br>Adjusted EBITDA (1) $ 540 $ 229 $ 102 $ 871 $ 547 $ 210 $ 173 $ 930<br>Net sales $ 2,483 $ 1,191 $ 486 $ 4,160 $ 2,314 $ 1,068 $ 625 $ 4,007<br>Operating margin 13.4 % 11.3 % 14.4 % 12.9 % 17.7 % 13.6 % 24.2 % 17.6 %<br>Adjusted operating margin (1)<br> 16.6 % 14.6 % 16.3 % 16.0 % 18.2 % 15.1 % 24.5 % 18.4 %<br>Adjusted EBITDA margin (1)<br> 21.7 % 19.2 % 21.0 % 20.9 % 23.6 % 19.7 % 27.7 % 23.2 %<br>For the Q uarters Ended<br>March 31, 2023 March 25, 2022<br>March 31,<br>2023<br>March 25,<br>2022<br>For the Q uarters Ended<br>($ in millions)<br>December 30,<br>2022<br>Transportation Industrial Communications<br>Solutions<br>Communications<br>Total<br>Transportation<br>Solutions<br>Industrial<br>Solutions<br>(1) See description of non-GAAP financial measures.<br>Total<br>($ in millions)<br>Solutions Solutions Solutions |
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| Reconciliation of Forward-Looking Non-GAAP Financial Measures<br>to Forward-Looking GAAP Financial Measures<br>28<br>Diluted earnings per share from continuing operations $ 1.56<br>Restructuring and other charges, net 0.07<br>Acquisition-related charges 0.02<br>Adjusted diluted earnings per share from continuing operations (2) $ 1.65<br>Net sales growth (decline) (2.4) %<br>Translation 0.4<br>Organic net sales growth (decline) (2)<br> (2.0) %<br>Effective tax rate 19.9 % 19.5 %<br>Effective tax rate adjustments (3)<br> 0.1 0.5<br>Adjusted effective tax rate (2)<br> 20.0 % 20.0 %<br>2023 (1)<br>June 30, O utlook for<br>Fiscal 2023 (1)<br>(3) Includes adjustments for special tax items and the tax effect of acquisition-related charges and net restructuring and other charges, calculated based on<br>the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.<br>(1) Outlook is as of April 26, 2023.<br>(2) See description of non-GAAP financial measures.<br>Q uarter Ending<br>O utlook for |
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