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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2019
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)
Rheinstrasse 20CH-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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 ofthe Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition
On April 24, 2019 , TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s second quarter results for fiscal 2019. A copy of the pressrelease is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 2.02. Item 2.05. Costs Associated with Exit or Disposal Activities
On April 24, 2019, the Company announced its intent to initiate incremental restructuring actions to broaden the scope of its cost reduction initiatives and accelerate costreduction and factory footprint consolidation activities in response to market weakness, primarily in its Transportation Solutions segment. The Company now expects to incurtotal restructuring charges of approximately $250 million during fiscal year 2019, of which $117 million was incurred during the first six months of fiscal 2019. These actionsare expected to be completed in fiscal year 2021. The charges are primarily comprised of employee related termination benefits. Cash spending related to restructuring was $64million during the first six months of fiscal 2019. The Company expects total cash spending, which will be funded with cash from operations, to be approximately $140 millionin fiscal 2019. Item 7.01. Regulation FD Disclosure
The Company will hold a conference call and webcast on April 24, 2019 (see information in the press release attached hereto as Exhibit 99.1 under “Conference Call andWebcast”). 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 incorporatedherein 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 24, 2019 99.2
Presentation - TE Connectivity Q2 2019 Earnings Call (April 24, 2019) 2
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. TE CONNECTIVITY LTD.(Registrant)
By: /s/ Heath A. Mitts
Heath A. Mitts
Executive Vice President and Chief Financial Officer Date: April 24, 2019
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Exhibit 99.1
TE Connectivity announces results for second quarter of fiscal year 2019
Sales and earnings per share exceeded guidance; company raises full year earnings per share outlook
SCHAFFHAUSEN, Switzerland — April 24, 2019 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal second quarter, which endedMarch 29, 2019. Second Quarter Highlights
· Net sales of $3.4 billion, exceeding the company’s guidance· Diluted earnings per share (EPS) from continuing operations were $1.26, and adjusted EPS were $1.42, both exceeding the high-end of the company’s
guidance· Cash flow from continuing operating activities was $555 million and free cash flow was $344 million, with $338 million returned to shareholders· Orders were $3.5 billion in the quarter, 4% higher than the first quarter of 2019
Second Quarter Results For the second quarter, the company reported net sales of $3.4 billion, with diluted EPS from continuing operations of $1.26, and adjusted EPS were $1.42. Cashflow from continuing operating activities was $555 million and free cash flow was $344 million. Year-to-date cash flow from continuing operations was $883million, up 37% from 2018, and free cash flow year-to-date was $413 million, a 44% improvement over the prior year. Total orders were $3.5 billion, up 4%sequentially with growth in all segments, and the book-to-bill ratio was 1.01. “I’m proud of our execution in the second quarter where we delivered sales and earnings per share above our expectations and generated strong free cash flow,despite an expected slow market environment. Our Industrial segment grew 5 percent organically year-over-year, driven by strength in our aerospace, defense andmedical businesses, and our Transportation segment’s content momentum allowed us to outperform automotive production weakness,” said Terrence Curtin, chiefexecutive officer of TE Connectivity. “These results reflect the diversity of our industrial technology portfolio, multiple levers in our business model and the abilityof our global teams to deliver for our customers and shareholders. As a result of strong second quarter profitability and a stable outlook for the second half of fiscal2019, we are raising our earnings per share guidance for the full year.”
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2019 Outlook For the fiscal third quarter of 2019, the company expects net sales of $3.4 billion to $3.5 billion. Diluted EPS from continuing operations are expected to be $1.13to $1.17, including net restructuring, acquisition-related and other charges of $0.28. The company expects adjusted EPS of $1.41 to $1.45. For the full year, the company expects net sales of $13.55 billion to $13.75 billion. Diluted EPS from continuing operations are expected to be $4.88 to $4.98,including net restructuring, acquisition-related, tax and other charges of $0.67. The company expects adjusted EPS of $5.55 to $5.65. Information about TE Connectivity’s use of non-GAAP financial measures is provided below. For reconciliations of these non-GAAP financial measures, see theattached 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 (800) 230-1093, and for international callers, the dial-in number is (612) 332-0107.· An audio replay of the conference call will be available beginning at 10:30 a.m. ET on April 24, 2019 and ending at 11:59 p.m. ET on May 1, 2019. The
dial-in number for participants in the United States is (800) 475-6701. For participants outside the United States, the dial-in number is (320) 365-3844.The replay access code for all callers is 464389.
ABOUT TE CONNECTIVITY TE Connectivity Ltd. is a $14 billion global technology and manufacturing leader creating a safer, sustainable, productive, and connected future. For more than 75years, our connectivity and sensor solutions, proven in the harshest environments, have enabled advancements in transportation, industrial applications, medicaltechnology, energy, data communications, and the home. With 80,000 employees, including more than 8,000 engineers, working alongside customers inapproximately 140 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at www.te.com and on LinkedIn, Facebook, WeChat and Twitter.
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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 toresults in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental informationand should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning andforecasting purposes and in its decision-making processes related to the operations of our company. We believe these measures provide meaningful information tous and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, webelieve that investors benefit from having access to the same financial measures that management uses in evaluating our operations. The primary limitation of thesemeasures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed byusing 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 measuresreported by other companies. The following provides additional information regarding our non-GAAP financial measures:
· Organic Net Sales Growth — represents net sales growth (the most comparable GAAP financial measure) excluding the impact of foreign currencyexchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic Net Sales Growth is a useful measure ofour performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currencyexchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. This measure is asignificant 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, 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 toprovide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significantcomponent 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 and Adjusted Effective Tax Rate — represent income tax expense 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 relatedcharges, 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, tax sharing income related to adjustments to prior period tax returnsand 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,
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acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certainsignificant 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 continuing 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 toidentify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by managementto monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of specialitems, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity isdriven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax mattersand cash paid (collected) pursuant to collateral requirements related to cross-currency swap contracts, are also excluded by management in evaluating FreeCash Flow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items aresubtracted 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 todirect and may imply that there is less or more cash available for our programs than the most comparable GAAP financial measure indicates. It should notbe inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not considercertain 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 arebased 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 hereinthat are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions aregenerally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any suchintention 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 bylaw. The forward-looking statements in this release include statements addressing our future financial condition and operating results. Examples of factors thatcould cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive andregulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; competition and pricing pressure;fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic
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and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and futureenvironmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed informationabout these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 28, 2018 as well as in our QuarterlyReports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.
# # #
Contacts: Media Relations : Investor Relations :B.J. Talley Sujal ShahTE Connectivity TE Connectivity610-893-9553 [email protected] [email protected]
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TE CONNECTIVITY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Quarters Ended
For the Six Months Ended
March 29,
March 30,
March 29,
March 30,
2019
2018
2019
2018
(in millions, except per share data)
Net sales
$ 3,412
$ 3,562
$ 6,759
$ 6,898
Cost of sales
2,294
2,350
4,527
4,522
Gross margin
1,118
1,212
2,232
2,376
Selling, general, and administrative expenses
373
409
762
786
Research, development, and engineering expenses
166
173
327
338
Acquisition and integration costs
7
3
12
5
Restructuring and other charges, net
42
6
117
40
Operating income
530
621
1,014
1,207
Interest income
4
4
9
8
Interest expense
(15) (28) (42) (54)Other income, net
1
1
—
3
Income from continuing operations before income taxes
520
598
981
1,164
Income tax expense
(91) (108) (169) (707)Income from continuing operations
429
490
812
457
Income (loss) from discontinued operations, net of income taxes
10
—
(97) (7)Net income
$ 439
$ 490
$ 715
$ 450
Basic earnings per share:
Income from continuing operations
$ 1.27
$ 1.40
$ 2.39
$ 1.30
Income (loss) from discontinued operations
0.03
—
(0.29) (0.02)Net income
1.30
1.40
2.10
1.28
Diluted earnings per share:
Income from continuing operations
$ 1.26
$ 1.38
$ 2.37
$ 1.29
Income (loss) from discontinued operations
0.03
—
(0.28) (0.02)Net income
1.29
1.38
2.09
1.27
Weighted-average number of shares outstanding:
Basic
338
351
340
351
Diluted
340
354
342
355
TE CONNECTIVITY LTD.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 29,
September 28,
2019
2018
(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents
$ 565
$ 848
Accounts receivable, net of allowance for doubtful accounts of $24 and $22, respectively
2,463
2,361
Inventories
1,970
1,857
Prepaid expenses and other current assets
448
661
Assets held for sale
—
472
Total current assets
5,446
6,199
Property, plant, and equipment, net
3,596
3,497
Goodwill
5,626
5,684
Intangible assets, net
1,596
1,704
Deferred income taxes
2,607
2,144
Other assets
391
1,158
Total assets
$ 19,262
$ 20,386
Liabilities and shareholders’ equity
Current liabilities:
Short-term debt
$ 612
$ 963
Accounts payable
1,485
1,548
Accrued and other current liabilities
1,770
1,711
Liabilities held for sale
—
188
Total current liabilities
3,867
4,410
Long-term debt
3,370
3,037
Long-term pension and postretirement liabilities
1,081
1,102
Deferred income taxes
196
207
Income taxes
333
312
Other liabilities
421
487
Total liabilities
9,268
9,555
Commitments and contingencies
Shareholders’ equity:
Common shares, CHF 0.57 par value, 357,069,981 shares authorized and issued
157
157
Accumulated earnings
11,710
12,114
Treasury shares, at cost, 19,761,517 and 12,279,603 shares, respectively
(1,713) (1,134)Accumulated other comprehensive loss
(160) (306)Total shareholders’ equity
9,994
10,831
Total liabilities and shareholders’ equity
$ 19,262
$ 20,386
TE CONNECTIVITY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Quarters Ended
For the Six Months Ended
March 29,
March 30,
March 29,
March 30,
2019
2018
2019
2018
(in millions)
Cash flows from operating activities:
Net income
$ 439
$ 490
$ 715
$ 450
(Income) loss from discontinued operations, net of incometaxes
(10) —
97
7
Income from continuing operations
429
490
812
457
Adjustments to reconcile income from continuing operations tonet cash
provided by operating activities:
Depreciation and amortization
173
167
341
329
Deferred income taxes
(17) (13) (28) 497
Provision for losses on accounts receivable and inventories
5
8
28
25
Share-based compensation expense
15
23
38
51
Other
14
(11) 32
(17)Changes in assets and liabilities, net of the effects ofacquisitions and divestitures:
Accounts receivable, net
(81) (237) (107) (376)Inventories
49
(50) (70) (227)Prepaid expenses and other current assets
24
(60) 91
(105)Accounts payable
(35) 23
(44) 184
Accrued and other current liabilities
(16) 29
(206) (210)Income taxes
6
(5) 21
2
Other
(11) (2) (25) 35
Net cash provided by continuing operating activities
555
362
883
645
Net cash provided by (used in) discontinued operatingactivities
1
15
(30) 82
Net cash provided by operating activities
556
377
853
727
Cash flows from investing activities:
Capital expenditures
(191) (202) (401) (439)Proceeds from sale of property, plant, and equipment
12
7
13
7
Proceeds from divestiture of discontinued operation, net of cashretained by sold operation
9
—
297
—
Other
5
(2) 8
(2)Net cash used in continuing investing activities
(165) (197) (83) (434)Net cash used in discontinued investing activities
—
(4) (2) (8)Net cash used in investing activities
(165) (201) (85) (442)Cash flows from financing activities:
Net increase (decrease) in commercial paper
27
(16) 90
225
Proceeds from issuance of debt
—
—
350
119
Repayment of debt
—
—
(441) (708)Proceeds from exercise of share options
10
40
17
94
Repurchase of common shares
(220) (214) (739) (381)Payment of common share dividends to shareholders
(149) (140) (299) (281)Transfers (to) from discontinued operations
1
11
(32) 74
Other
(1) —
(30) (32)Net cash used in continuing financing activities
(332) (319) (1,084) (890)Net cash provided by (used in) discontinued financingactivities
(1) (11) 32
(74)Net cash used in financing activities
(333) (330) (1,052) (964)Effect of currency translation on cash
2
9
1
20
Net increase (decrease) in cash, cash equivalents, andrestricted cash
60
(145) (283) (659)Cash, cash equivalents, and restricted cash at beginning of
period
505
704
848
1,218
Cash, cash equivalents, and restricted cash at end of period
$ 565
$ 559
$ 565
$ 559
Supplemental cash flow information:
Interest paid
$ 33
$ 38
$ 52
$ 79
Income taxes paid, net of refunds
102
126
177
208
TE CONNECTIVITY LTD.
RECONCILIATION OF FREE CASH FLOW (UNAUDITED)
For the Quarters Ended
For the Six Months Ended
March 29,
March 30,
March 29,
March 30,
2019
2018
2019
2018
(in millions)
Net cash provided by continuing operating activities
$ 555
$ 362
$ 883
$ 645
Excluding:
Receipts related to pre-separation U.S. tax matters, net
—
(5) —
(5)Cash (collected) paid pursuant to collateral requirements related to cross-currency swap contracts
(32) 61
(82) 79
Capital expenditures, net
(179) (195) (388) (432)Free cash flow (1)
$ 344
$ 223
$ 413
$ 287
(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 29,
March 30,
March 29,
March 30,
2019
2018
2019
2018
($ in millions)
Net Sales
Net Sales
Net Sales
Net Sales
Transportation Solutions
$ 1,971
$ 2,134
$ 3,957
$ 4,166
Industrial Solutions
1,007
972
1,935
1,854
Communications Solutions
434
456
867
878
Total
$ 3,412
$ 3,562
$ 6,759
$ 6,898
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Operating
Income
Margin
Income
Margin
Income
Margin
Income
Margin
Transportation Solutions
$ 316
16.0% $ 427
20.0% $ 648
16.4% $ 844
20.3%Industrial Solutions
137
13.6
125
12.9
237
12.2
227
12.2
Communications Solutions
77
17.7
69
15.1
129
14.9
136
15.5
Total
$ 530
15.5% $ 621
17.4% $ 1,014
15.0% $ 1,207
17.5%
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
$ 344
17.5% $ 427
20.0% $ 700
17.7% $ 853
20.5%Industrial Solutions
159
15.8
135
13.9
297
15.3
261
14.1
Communications Solutions
78
18.0
70
15.4
149
17.2
145
16.5
Total
$ 581
17.0% $ 632
17.7% $ 1,146
17.0% $ 1,259
18.3%
(1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NET SALES GROWTH (UNAUDITED)
Change in Net Sales for the Quarter Ended March 29, 2019
versus Net Sales for the Quarter Ended March 30, 2018
Net
Organic Net
Sales Growth
Sales Growth (1)
Translation (2)
Acquisition
($ in millions)
Transportation Solutions (3):
Automotive
$ (146) (9.3)% $ (70) (4.6)% $ (76) $ —
Commercial transportation
(9) (2.7) 6
1.6
(15) —
Sensors
(8) (3.5) 2
1.0
(10) —
Total
(163) (7.6) (62) (2.9) (101) —
Industrial Solutions (3):
Industrial equipment
6
1.2
5
0.8
(20) 21
Aerospace, defense, oil, and gas
33
11.1
39
13.3
(6) —
Energy
(4) (2.2) 9
4.2
(13) —
Total
35
3.6
53
5.4
(39) 21
Communications Solutions (3):
Data and devices
(7) (2.7) —
(0.1) (7) —
Appliances
(15) (7.6) (8) (4.1) (7) —
Total
(22) (4.8) (8) (1.8) (14) —
Total
$ (150) (4.2)% $ (17) (0.5)% $ (154) $ 21
Change in Net Sales for the Six Months Ended March 29, 2019
versus Net Sales for the Six Months Ended March 30, 2018
Net
Organic Net
Sales Growth
Sales Growth (1)
Translation (2)
Acquisition
($ in millions)
Transportation Solutions (3):
Automotive
$ (194) (6.3)% $ (79) (2.6)% $ (115) $ —
Commercial transportation
(12) (1.9) 11
1.6
(23) —
Sensors
(3) (0.7) 10
2.3
(13) —
Total
(209) (5.0) (58) (1.4) (151) —
Industrial Solutions (3):
Industrial equipment
18
1.9
3
0.2
(27) 42
Aerospace, defense, oil, and gas
64
11.6
72
13.1
(8) —
Energy
(1) (0.3) 18
5.0
(19) —
Total
81
4.4
93
5.0
(54) 42
Communications Solutions (3):
Data and devices
12
2.4
22
4.5
(10) —
Appliances
(23) (6.0) (11) (2.9) (12) —
Total
(11) (1.3) 11
1.3
(22) —
Total
$ (139) (2.0)% $ 46
0.7% $ (227) $ 42
(1) Organic net sales growth 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 deemsnecessary.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended March 29, 2019
(UNAUDITED)
Adjustments
Acquisition
Restructuring
Related
and Other
Tax
Adjusted
U.S. GAAP
Charges (1)
Charges, Net (1)
Items (2)
(Non-GAAP) (3)
($ in millions, except per share data)
Operating income:
Transportation Solutions
$ 316
$ 4
$ 24
$ —
$ 344
Industrial Solutions
137
5
17
—
159
Communications Solutions
77
—
1
—
78
Total
$ 530
$ 9
$ 42
$ —
$ 581
Operating margin
15.5%
17.0% Other income, net
$ 1
$ —
$ —
$ —
$ 1
Income tax expense
$ (91) $ (2) $ (10) $ 15
$ (88) Effective tax rate
17.5%
15.4% Income from continuing operations
$ 429
$ 7
$ 32
$ 15
$ 483
Diluted earnings per share from
continuing operations
$ 1.26
$ 0.02
$ 0.09
$ 0.04
$ 1.42
(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 foreach such jurisdiction.(2) Includes income tax expense associated with the tax impacts of certain legal entity restructurings and intercompany transactions.(3) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended March 30, 2018
(UNAUDITED)
Adjustments
Restructuring
Acquisition
and Other
Related
Charges
Adjusted
U.S. GAAP
Charges (1)
(Credits), Net (1)
(Non-GAAP) (2)
($ in millions, except per share data)
Operating income:
Transportation Solutions
$ 427
$ 2
$ (2) $ 427
Industrial Solutions
125
3
7
135
Communications Solutions
69
—
1
70
Total
$ 621
$ 5
$ 6
$ 632
Operating margin
17.4%
17.7% Other income, net
$ 1
$ —
$ —
$ 1
Income tax expense
$ (108) $ —
$ 1
$ (107) Effective tax rate
18.1%
17.6% Income from continuing operations
$ 490
$ 5
$ 7
$ 502
Diluted earnings per share from continuing operations
$ 1.38
$ 0.01
$ 0.02
$ 1.42
(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 foreach such jurisdiction.(2) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Six Months Ended March 29, 2019
(UNAUDITED)
Adjustments
Acquisition
Restructuring
Related
and Other
Tax
Adjusted
U.S. GAAP
Charges (1)
Charges, Net (1)
Items (2)
(Non-GAAP) (3)
($ in millions, except per share data)
Operating income:
Transportation Solutions
$ 648
$ 7
$ 45
$
—
$
700
Industrial Solutions
237
8
52
—
297
Communications Solutions
129
—
20
—
149
Total
$ 1,014
$ 15
$ 117
$
—
$
1,146
Operating margin
15.0%
17.0% Income tax expense
$ (169) $ (3) $ (29) $
15
$
(186) Effective tax rate
17.2%
16.7% Income from continuing operations
$ 812
$ 12
$ 88
$
15
$
927
Diluted earnings per share from continuing
operations
$ 2.37
$ 0.04
$ 0.26
$
0.04
$
2.71
(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 foreach such jurisdiction.(2) Includes income tax expense associated with the tax impacts of certain legal entity restructurings and intercompany transactions.(3) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Six Months Ended March 30, 2018
(UNAUDITED)
Adjustments
Acquisition
Restructuring
Related
and Other
Tax
Adjusted
U.S. GAAP
Charges (1)
Charges, Net (1)
Items (2)
(Non-GAAP) (3)
($in millions, except per share data)
Operating income:
Transportation Solutions
$ 844
$ 7
$ 2
$ —
$ 853
Industrial Solutions
227
5
29
—
261
Communications Solutions
136
—
9
—
145
Total
$ 1,207
$ 12
$ 40
$ —
$ 1,259
Operating margin
17.5%
18.3% Other income, net
$ 3
$ —
$ —
$ (1) $ 2
Income tax expense
$ (707) $ (2) $ (7) $ 506
$ (210) Effective tax rate
60.7%
17.3% Income from continuing operations
$ 457
$ 10
$ 33
$ 505
$ 1,005
Diluted earnings per share from
continuing operations
$ 1.29
$ 0.03
$ 0.09
$ 1.42
$ 2.83
(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 foreach such jurisdiction.(2) Includes $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act and a $61 million income tax benefit related to certainlegal entity restructurings.(3) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended June 29, 2018
(UNAUDITED)
Adjustments
Acquisition
Restructuring
Related
and Other
Adjusted
U.S. GAAP
Charges (1)
Charges, Net (1)
(Non-GAAP) (2)
($ in millions, except per share data)
Operating income:
Transportation Solutions
$ 393
$ 2
$ 11
$ 406
Industrial Solutions
92
3
47
142
Communications Solutions
69
—
6
75
Total
$ 554
$ 5
$ 64
$ 623
Operating margin
15.5%
17.4% Other expense, net
$ (1) $ —
$ —
$ (1) Income tax expense
$ (77) $ (2) $ (20) $ (99) Effective tax rate
14.5%
16.5% Income from continuing operations
$ 453
$ 3
$ 44
$ 500
Diluted earnings per share from continuing operations
$ 1.29
$ 0.01
$ 0.13
$ 1.42
(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 foreach such jurisdiction.(2) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Year Ended September 28, 2018
(UNAUDITED)
Adjustments
Acquisition
Restructuring
Related
and Other
Tax
Adjusted
U.S. GAAP
Charges (1)
Charges, Net (1)
Items (2)
(Non-GAAP) (3)
($ in millions, except per share data)
Operating income:
Transportation Solutions
$ 1,578
$ 12
$ 33
$ —
$ 1,623
Industrial Solutions
465
10
80
—
555
Communications Solutions
288
—
13
—
301
Total
$ 2,331
$ 22
$ 126
$ —
$ 2,479
Operating margin
16.7%
17.7% Other income, net
$ 1
$ —
$ —
$ (1) $ —
Income tax (expense) benefit
$ 344
$ (5) $ (31) $ (716) $ (408) Effective tax rate
(15.4)%
17.1% Income from continuing operations
$ 2,584
$ 17
$ 95
$ (717) $ 1,979
Diluted earnings per share from continuing
operations
$ 7.32
$ 0.05
$ 0.27
$ (2.03) $ 5.61
(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 foreach such jurisdiction.(2) Includes a $1,283 million net income tax benefit associated with the tax impacts of certain intercompany transactions and legal entity restructurings includingan increase to the valuation allowance. Also includes $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act.(3) See description of non-GAAP financial measures.
TE CONNECTIVITY LTD.
RECONCILIATION OF FORWARD-LOOKING NON-GAAP FINANCIAL MEASURESTO FORWARD-LOOKING GAAP FINANCIAL MEASURES
As of April 24, 2019(UNAUDITED)
Outlook for
Quarter Ending
June 28,
Outlook for
2019
Fiscal 2019
Diluted earnings per share from continuing operations (GAAP)
$1.13 - $1.17
$4.88 - $4.98
Restructuring and other charges, net
0.26
0.55
Acquisition related charges
0.02
0.08
Tax items
—
0.04
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)
$1.41 - $1.45
$5.55 - $5.65
Net sales growth (GAAP)
(5)% -(2)% (3)% -(1)%Translation
3
3
(Acquisitions) divestitures, net
—
(1)Organic net sales growth (non-GAAP) (1)
(2)% -1% (1)% -1%
(1) See description of non-GAAP financial measures.
Exhibit 99.2Q2 2019 Earnings April 24, 2019
Forward-Looking Statements and Non-GAAP Financial Measures 2 Forward-Looking Statements This presentation 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 presentation include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; 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; 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. 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. 28, 2018 as well as in our Quarterly Reports on Form 10-Q, CurrentReports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Financial Measures Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-GAAP financial measure, in this presentation.
Results above guidance driven by strong performance in the Industrial and Communication Segments Sales of $3.4B, down 4% on a reported basis and down 1% organically Y/Y Transportation down 3% organically, in line with guidance, driven by Auto production declines Industrial grew 5% organically, ahead of guidance, driven by AD&M and Medical Communications down 2% organically, ahead of guidance; Asia weakness impacting Appliances and Data & Devices Sales included an approximate headwind of $150M from currency exchange rates Orders up 4% sequentially with growth in all Segments. Book to bill of 1.01 Adjusted EPS exceeding the high end of guidance driven by operational strength Adjusted operating margins of 17.0% Adjusted EPS of $1.42, flat Y/Y including currency exchange headwind of $0.06 Free Cash Flow of $344M with $338M returned to shareholders. YTD Free Cash Flow up 44% vs prior year Bolt on acquisition expanding portfolio for high voltage and power management solutions in hybrid electric commercial vehicles Increasing full year adjusted EPS guidance driven by Q2 strength Revenue of $13.65B which includes ~$400M headwind Y/Y from foreign currency exchange rates Increasing Adjusted EPS mid point by $0.15 to $5.60. Adjusted EPS guidance includes $0.16 headwind from currency exchange rates Q2 Highlights 3 Organic Net Sales Growth, Adjusted Operating Margin, Adjusted EPS, and Free Cash Flow are non-GAAP financial measures; see Appendix for descriptions and reconciliations.
Reported FY18 FY19 FY19 Q2 Y/Y Growth Q2 Q1 Q2 Reported Organic Transportation 2,139 1,916 1,949 (9)% (4)% Industrial 1,048 1,001 1,067 2% 3% Communications 492 403 441 (10)% (7)% Total TE 3,679 3,320 3,457 (6)% (3)% Book to Bill 1.03 0.99 1.01 Segment Orders Summary ($ in millions) 4 Q2 orders as expected Orders reflect stabilization in China and a softer market environment in Europe Transportation orders in line with expectations Industrial orders growth driven by Aerospace, Defense and Medical Communications orders up 9% sequentially, driven by China in both Data & Devices and Appliances Sequential orders up 4%, with growth across all segments
Y/Y Growth Rates Reported Organic Automotive $1,425 (9)% (5)% Commercial Transportation 324 (3)% 2% Sensors 222 (4)% 1% Transportation Solutions $1,971 (8)% (3)% $ in Millions Q2 Sales Q2 Business Performance Reported Down 8% Organic Down 3% Q2 Adjusted Operating Margin Transportation Solutions 5 Adjusted EBITDA Margin 24.9% 23.0% Automotive sales decline of 5% organically versus global auto production declines of 8%; market outperformance driven by content growth Commercial Transportation organic growth of 2% vs market declines of 3%, reflecting content and share gains Sensors organic growth driven by industrial applications Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations. Adjusted Operating Margin in line with expectations; cost savings expected to drive 2H improvement $2,134 $1,971 Q2 2018 Q2 2019 20.0% 17.5% Q2 2018 Q2 2019
Y/Y Growth Rates Reported Organic Aerospace, Defense and Marine $331 11% 13% Industrial Equipment 502 1% 1% Energy 174 (2)% 4% Industrial Solutions $1,007 4% 5% $ in Millions Q2 Sales AD&M up double digits organically; strong growth ahead of market driven by new program ramps across the business Industrial Equipment up slightly organically, with growth in medical applications partially offset by weakness in factory automation applications Energy organic growth driven by North America Q2 Business Performance Reported Up 4% Organic Up 5% Q2 Adjusted Operating Margin Industrial Solutions 6 Adjusted Operating Margin expansion of 190 basis points driven by operational execution Adjusted EBITDA Margin 18.4% 20.0% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations. $972 $1,007 Q2 2018 Q2 2019 13.9% 15.8% Q2 2018 Q2 2019
Y/Y Growth Rates Reported Organic Data & Devices $251 (3)% 0% Appliances 183 (8)% (4)% Communications Solutions $434 (5)% (2)% $ in Millions Q2 Sales Data & Devices flat organically, with underlying growth in data center applications offset by declines of product sales in Asia Appliances impacted by softness in Asia and Europe, partially offset by growth in North America Q2 Business Performance Reported Down 5% Organic Down 2% Q2 Adjusted Operating Margin Adjusted Operating Margin up 260 Y/Y driven by focus on operational execution 7 Communications Solutions Adjusted EBITDA Margin 19.1% 22.6% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA margin are non-GAAP financial measures: see Appendix for descriptions and reconciliations. 15.4% 18.0% Q2 2018 Q2 2019 $456 $434 Q2 2018 Q2 2019
*Represents Diluted Earnings Per Share from Continuing Operations **Includes income tax expense associated with the tax impacts of certain legal entity restructurings and intercompany transactions. Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP financial measures; see Appendix for descriptions and reconciliations. ($ in Millions, except per share amounts) Q2 FY18 Q2 FY19 Net Sales $ 3,562 $ 3,412 Operating Income $ 621 $ 530 Operating Margin 17.4% 15.5% Acquisition Related Charges 5 9 Restructuring & Other Charges, net 6 42 Adjusted Operating Income $ 632 $ 581 Adjusted Operating Margin 17.7% 17.0% Earnings Per Share* $ 1.38 $ 1.26 Acquisition Related Charges 0.01 0.02 Restructuring & Other Charges, net 0.02 0.09 Tax Items** - 0.04 Adjusted EPS $ 1.42 $ 1.42 Q2 Financial Summary 8
$ in Millions Sales Adjusted EPS Adjusted Operating Margin Free Cash Flow, Adjusted Operating Margin and Adjusted Earnings Per Share are non-GAAP financial measures; see Appendix for descriptions and reconciliations. Q2 Financial Performance 9 Free Cash Flow Q2 FY19 FX headwind of $154M Y/Y 17.7% 16.9% 17.0% Q2 2018 Q1 2019 Q2 2019 $3,562 $3,347 $3,412 Q2 2018 Q1 2019 Q2 2019 $287 $413 YTD 2018 YTD 2019 $1.42 $1.29 $1.42 Q2 2018 Q1 2019 Q2 2019
Guidance* Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.4B to $3.5B Adjusted EPS $1.41 to $1.45 Sales down 4% reported and 1% organic Y/Y Adjusted EPS up $.01 Y/Y at the midpoint FX headwind impacting sales by $120M Y/Y and Adjusted EPS by $0.06 Y/Y Down Mid Single Digits Flat Organic Down Mid Single Digits Down Mid Single Digits Organic Flat Up Low Single Digits Organic Q3 Outlook 10 Automotive expected to show continued outperformance from content growth; expect mid single digit declines in global auto production driven by weakness in China and Europe Industrial Solutions organic growth driven by continued strength in AD&M and medical applications Communications Solutions organic decline driven by weakness in Asia * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Net Sales Growth and Adjusted EPS are non-GAAP financial measures; see Appendix for descriptions and reconciliations. Demonstrating resiliency in weaker markets
Demonstrating resiliency in weaker markets Sales of $13.55B to $13.75B Adjusted EPS of $5.55 to $5.65 Sales down 2% reported and flat organic Y/Y Adjusted EPS up low-single digits excluding headwind from: FX impacting Sales by ~$400M and Adjusted EPS by $0.16 Down Low Single Digits Flat Organic Down Low Single Digits Down Low Single Digits Organic Up Low Single Digits Up Low Single Digits Organic FY19 Outlook Guidance* Transportation Solutions Industrial Solutions TE Connectivity Highlights 11 Communications Solutions Content growth enables market outperformance, with Auto roughly flat organically on 5% auto production decline. Expect continued growth in Sensors Industrial Solutions growth driven by AD&M and medical applications Communications decline driven by weak Asia markets in Data & Devices and Appliances * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Net Sales Growth and Adjusted EPS are non-GAAP financial measures; see Appendix for descriptions and reconciliations.
Additional Information 12
Y/Y Q2 2019 13 Sales (in millions) Adjusted EPS Q2 2018 Results $3,562 $1.42 Operational Performance 4 0.03 FX Impact (154) (0.06) Tax Rate Impact - 0.03 Q2 2019 Results $3,412 $1.42 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.
Y/Y Q3 2019 14 Sales (in millions) Adjusted EPS Q3 2018 Results $3,581 $1.42 Operational Performance (11) 0.09 FX Impact (120) (0.06) Tax Rate Impact - (0.02) Q3 2019 Guidance $3,450 $1.43 Guidance Range: Sales of $3.4B - $3.5B Adjusted EPS of $1.41 – $1.45 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.
Y/Y FY 2019 15 Guidance Range Sales of $13.55B - $13.75B Adjusted EPS of $5.55 - $5.65 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS 2018 Results $13,988 $5.61 Operational Performance 62 0.18 FX Impact (400) (0.16) Tax Rate Impact - (0.03) 2019 Guidance $13,650 $5.60
($ in Millions) Q2 2018 Q2 2019 Beginning Cash Balance $704 $505 Free Cash Flow 223 344 Dividends (140) (149) Share repurchases (214) (220) Net increase (decrease) in debt (16) 27 Other 2 58 Ending Cash Balance $559 $565 Total Debt $4,010 $3,982 A/R $2,528 $2,463 Days Sales Outstanding* 64 65 Inventory $1,862 $1,970 Days on Hand* 71 75 Accounts Payable $1,561 $1,485 Days Outstanding* 60 58 Free Cash Flow is a non-GAAP financial measure, see Appendix for description and reconciliation * Adjusted to exclude the impact of acquisitions Free Cash Flow and Working Capital Liquidity, Cash & Debt Q2 Balance Sheet & Cash Flow Summary 16 ($ in Millions) Q2 2018 Q2 2019 Cash from Continuing Operations $362 $555 Capital expenditures, net Cash (collected) paid pursuant to collateral requirements related to cross-currency swaps Pre-separation tax receipts, net (195) 61 (5) (179) (32) - Free Cash Flow $223 $344
Appendix 17
18 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 – represents net sales growth (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 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, 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 and Adjusted Effective Tax Rate – represent income tax expense 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, 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, 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, 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.
19 Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP financial measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. Free Cash Flow (FCF) – is a useful measure of our ability to generate cash. The difference between net cash provided by continuing 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 continuing 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 availablefor 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. Adjusted Return on Invested Capital (ROIC) – represents adjusted net operating profit after tax divided by average invested capital. We use Adjusted Return on Invested Capital as an indicator of our capital efficiency. Adjusted Return on Invested Capital is not a measure defined by GAAP. It is calculated by us, in part, using non-GAAP financial measures. We are providing our calculation of Adjusted Return on Invested Capital as this measure may not be defined and calculated by other companies in the same manner. Non-GAAP Financial Measures (cont.)
20 Segment Summary Net Sales Net Sales Net Sales Net Sales Transportation Solutions 1,971 $ 2,134 $ 3,957 $ 4,166 $ Industrial Solutions 1,007 972 1,935 1,854 Communications Solutions 434 456 867 878 Total 3,412 $ 3,562 $ 6,759 $ 6,898 $ Operating Operating Operating Operating Operating Operating Operating Operating Income Margin Income Margin Income Margin Income Margin Transportation Solutions 316 $ 16.0% 427 $ 20.0% 648 $ 16.4% 844 $ 20.3% Industrial Solutions 137 13.6 125 12.9 237 12.2 227 12.2 Communications Solutions 77 17.7 69 15.1 129 14.9 136 15.5 Total 530 $ 15.5% 621 $ 17.4% 1,014 $ 15.0% 1,207 $ 17.5% 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 344 $ 17.5% 427 $ 20.0% 700 $ 17.7% 853 $ 20.5% Industrial Solutions 159 15.8 135 13.9 297 15.3 261 14.1 Communications Solutions 78 18.0 70 15.4 149 17.2 145 16.5 Total 581 $ 17.0% 632 $ 17.7% 1,146 $ 17.0% 1,259 $ 18.3% 2019 2018 (1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures. ($ in millions) 2019 2018 For the Quarters Ended March 29, March 30, For the Six Months Ended March 29, March 30,
Reconciliation of Net Sales Growth – Q2 19 vs. Q2 18 21 Translation (2) Acquisition Transportation Solutions (3) : Automotive (146) $ (9.3)% (70) $ (4.6)% (76) $ - $ Commercial transportation (9) (2.7) 6 1.6 (15) - Sensors (8) (3.5) 2 1.0 (10) - Total (163) (7.6) (62) (2.9) (101) - Industrial Solutions (3) : Industrial equipment 6 1.2 5 0.8 (20) 21 Aerospace, defense, oil, and gas 33 11.1 39 13.3 (6) - Energy (4) (2.2) 9 4.2 (13) - Total 35 3.6 53 5.4 (39) 21 Communications Solutions (3) : Data and devices (7) (2.7) - (0.1) (7) - Appliances (15) (7.6) (8) (4.1) (7) - Total (22) (4.8) (8) (1.8) (14) - Total (150) $ (4.2)% (17) $ (0.5)% (154) $ 21 $ Organic Net Change in Net Sales for the Quarter Ended March 29, 2019 Sales Growth (1) ($ in millions) Sales Growth Net versus Net Sales for the Quarter Ended March 30, 2018 (1) Organic net sales growth 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.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 29, 2019 22 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating income: Transportation Solutions 316 $ 4 $ 24 $ - $ 344 $ Industrial Solutions 137 5 17 - 159 Communications Solutions 77 - 1 - 78 Total 530 $ 9 $ 42 $ - $ 581 $ Operating margin 15.5% 17.0% Other income, net 1 $ - $ - $ - $ 1 $ Income tax expense (91) $ (2) $ (10) $ 15 $ (88) $ Effective tax rate 17.5% 15.4% Income from continuing operations 429 $ 7 $ 32 $ 15 $ 483 $ Diluted earnings per share from continuing operations 1.26 $ 0.02 $ 0.09 $ 0.04 $ 1.42 $ (3) See description of non-GAAP financial measures. (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. ($ in millions, except per share data) (2) Includes income tax expense associated with the tax impacts of certain legal entity restructurings and intercompany transactions. Adjustments
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 30, 2018 23 Restructuring Acquisition and Other Related Charges Adjusted U.S. GAAP Charges (1) (Credits), Net (1) (Non-GAAP) (2) Operating income: Transportation Solutions 427 $ 2 $ (2) $ 427 $ Industrial Solutions 125 3 7 135 Communications Solutions 69 - 1 70 Total 621 $ 5 $ 6 $ 632 $ Operating margin 17.4% 17.7% Other income, net 1 $ - $ - $ 1 $ Income tax expense (108) $ - $ 1 $ (107) $ Effective tax rate 18.1% 17.6% Income from continuing operations 490 $ 5 $ 7 $ 502 $ Diluted earnings per share from continuing operations 1.38 $ 0.01 $ 0.02 $ 1.42 $ (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. Adjustments ($ in millions, except per share data)
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 29, 2019 24 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating income: Transportation Solutions 648 $ 7 $ 45 $ - $ 700 $ Industrial Solutions 237 8 52 - 297 Communications Solutions 129 - 20 - 149 Total 1,014 $ 15 $ 117 $ - $ 1,146 $ Operating margin 15.0% 17.0% Income tax expense (169) $ (3) $ (29) $ 15 $ (186) $ Effective tax rate 17.2% 16.7% Income from continuing operations 812 $ 12 $ 88 $ 15 $ 927 $ Diluted earnings per share from continuing operations 2.37 $ 0.04 $ 0.26 $ 0.04 $ 2.71 $ (3) See description of non-GAAP financial measures. ($ in millions, except per share data) (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 income tax expense associated with the tax impacts of certain legal entity restructurings and intercompany transactions. Adjustments
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 30, 2018 25 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating income: Transportation Solutions 844 $ 7 $ 2 $ - $ 853 $ Industrial Solutions 227 5 29 - 261 Communications Solutions 136 - 9 - 145 Total 1,207 $ 12 $ 40 $ - $ 1,259 $ Operating margin 17.5% 18.3% Other income, net 3 $ - $ - $ (1) $ 2 $ Income tax expense (707) $ (2) $ (7) $ 506 $ (210) $ Effective tax rate 60.7% 17.3% Income from continuing operations 457 $ 10 $ 33 $ 505 $ 1,005 $ Diluted earnings per share from continuing operations 1.29 $ 0.03 $ 0.09 $ 1.42 $ 2.83 $ (3) See description of non-GAAP financial measures. ($ in millions, except per share data) (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 $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act and a $61 million income tax benefit related to certain legal entity restructurings. Adjustments
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 29, 2018 26 Acquisition Restructuring Related and Other Adjusted U.S. GAAP Charges (1) Charges, Net (1) (Non-GAAP) (2) Operating income: Transportation Solutions 393 $ 2 $ 11 $ 406 $ Industrial Solutions 92 3 47 142 Communications Solutions 69 - 6 75 Total 554 $ 5 $ 64 $ 623 $ Operating margin 15.5% 17.4% Other expense, net (1) $ - $ - $ (1) $ Income tax expense (77) $ (2) $ (20) $ (99) $ Effective tax rate 14.5% 16.5% Income from continuing operations 453 $ 3 $ 44 $ 500 $ Diluted earnings per share from continuing operations 1.29 $ 0.01 $ 0.13 $ 1.42 $ (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. Adjustments ($ in millions, except per share data)
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 28, 2018 27 Acquisition Restructuring Related and Other Adjusted U.S. GAAP Charges (1) Charges, Net (1) (Non-GAAP) (2) Operating income: Transportation Solutions 332 $ 3 $ 21 $ 356 $ Industrial Solutions 100 3 35 138 Communications Solutions 52 - 19 71 Total 484 $ 6 $ 75 $ 565 $ Operating margin 14.5% 16.9% Other expense, net (1) $ - $ - $ (1) $ Income tax expense (78) $ (1) $ (19) $ (98) $ Effective tax rate 16.9% 18.1% Income from continuing operations 383 $ 5 $ 56 $ 444 $ Diluted earnings per share from continuing operations 1.11 $ 0.01 $ 0.16 $ 1.29 $ (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. Adjustments ($ in millions, except per share data)
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 28, 2018 28 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating income: Transportation Solutions 1,578 $ 12 $ 33 $ - $ 1,623 $ Industrial Solutions 465 10 80 - 555 Communications Solutions 288 - 13 - 301 Total 2,331 $ 22 $ 126 $ - $ 2,479 $ Operating margin 16.7% 17.7% Other income, net 1 $ - $ - $ (1) $ - $ Income tax (expense) benefit 344 $ (5) $ (31) $ (716) $ (408) $ Effective tax rate (15.4)% 17.1% Income from continuing operations 2,584 $ 17 $ 95 $ (717) $ 1,979 $ Diluted earnings per share from continuing operations 7.32 $ 0.05 $ 0.27 $ (2.03) $ 5.61 $ (3) See description of non-GAAP financial measures. ($ in millions, except per share data) (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. Adjustments (2) Includes a $1,283 million net income tax benefit associated with the tax impacts of certain intercompany transactions and legal entity restructurings including an increase to the valuation allowance. Also includes $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act.
Reconciliation of Free Cash Flow 29 March 29, March 28, March 29, March 28, 2019 2018 2019 2018 Net cash provided by operating activities: Net cash provided by continuing operating activities 555 $ 362 $ 883 $ 645 $ Net cash provided by (used in) discontinued operating activities 1 15 (30) 82 556 377 853 727 Net cash used in investing activities (165) (201) (85) (442) Net cash used in financing activities (333) (330) (1,052) (964) Effect of currency translation on cash 2 9 1 20 Net increase (decrease) in cash, cash equivalents, and restricted cash 60 $ (145) $ (283) $ (659) $ Net cash provided by continuing operating activities 555 $ 362 $ 883 $ 645 $ Excluding: Receipts related to pre-separation U.S. tax matters, net - (5) - (5) Cash (collected) paid pursuant to collateral requirements related to cross-currency swap contracts (32) 61 (82) 79 Capital expenditures, net (179) (195) (388) (432) Free cash flow (1) 344 $ 223 $ 413 $ 287 $ For the Quarters Ended (1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures. For the Six Months Ended (in millions)
Reconciliation of Adjusted EBITDA Margin 30 March 29, March 30, 2019 2018 Net income 439 $ 490 $ Income from discontinued operations, net of income taxes (10) - Income tax expense 91 108 Other income, net (1) (1) Interest expense 15 28 Interest income (4) (4) Operating income 530 621 Acquisition related charges 9 5 Restructuring and other charges, net 42 6 Adjusted operating income (1) 581 632 Depreciation and amortization (2) 171 165 Adjusted EBITDA (1) 752 $ 797 $ Net sales 3,412 $ 3,562 $ Net income as a percentage of net sales 12.9% 13.8% Adjusted EBITDA margin (1) 22.0% 22.4% Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total Operating income 316 $ 137 $ 77 $ 530 $ 427 $ 125 $ 69 $ 621 $ Acquisition related charges 4 5 - 9 2 3 - 5 Restructuring and other charges, net 24 17 1 42 (2) 7 1 6 Adjusted operating income (1) 344 159 78 581 427 135 70 632 Depreciation and amortization (2) 109 42 20 171 104 44 17 165 Adjusted EBITDA (1) 453 $ 201 $ 98 $ 752 $ 531 $ 179 $ 87 $ 797 $ Net sales 1,971 $ 1,007 $ 434 $ $ 3,412 $ 2,134 $ 972 $ 456 $ 3,562 Operating margin 16.0% 13.6% 17.7% 15.5% 20.0% 12.9% 15.1% 17.4% Adjusted operating margin (1) 17.5% 15.8% 18.0% 17.0% 20.0% 13.9% 15.4% 17.7% Adjusted EBITDA margin (1) 23.0% 20.0% 22.6% 22.0% 24.9% 18.4% 19.1% 22.4% (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $2 million for the quarters ended March 29, 2019 and March 30, 2018, as these charges are included in the acquisition related charges line. For the Quarters Ended (1) See description of non-GAAP financial measures. March 29, 2019 March 30, 2018 For the Quarters Ended ($ in millions) ($ in millions)
Adjusted Return on Invested Capital (ROIC) 31 March 29, December 28, September 28, June 29, March 30, December 29, September 29, June 30, 2019 2018 2018 2018 2018 2017 2017 2017 Operating income 530 $ 484 $ 570 $ 554 $ 621 $ 586 $ 491 $ 486 $ Acquisition related charges 9 6 5 5 5 7 1 4 Restructuring and other charges, net 42 75 22 64 6 34 22 20 Adjusted operating income (1) 581 $ 565 $ 597 $ 623 $ 632 $ 627 $ 514 $ 510 $ Amortization expense 45 $ 45 $ 45 $ 45 $ 45 $ 45 $ 43 $ 43 $ Adjustment (2) (2) (1) - (1) (2) (1) - (3) Adjusted amortization expense 43 $ 44 $ 45 $ 44 $ 43 $ 44 $ 43 $ 40 $ Adjusted operating income plus adjusted amortization expense 624 $ 609 $ 642 $ 667 $ 675 $ 671 $ 557 $ 550 $ Income from continuing operations before income taxes 520 $ 461 $ 546 $ 530 $ 598 $ 566 $ 451 $ 445 $ Acquisition related charges 9 6 5 5 5 7 1 4 Restructuring and other charges, net 42 75 22 64 6 34 22 20 Tax items - - - - - (1) - 7 Adjusted income from continuing operations before income taxes 571 $ 542 $ 573 $ 599 $ 609 $ 606 $ 474 $ 476 $ Income taxes paid, net of refunds 102 $ 75 $ 76 $ 109 $ 126 $ 82 $ 67 $ 79 $ Refunds for tax deficiencies related to pre-separation tax matters - - - - - - - 15 Adjusted income taxes paid, net of refunds 102 $ 75 $ 76 $ 109 $ 126 $ 82 $ 67 $ 94 $ Adjusted cash tax rate 17.9% 13.8% 13.3% 18.2% 20.7% 13.5% 14.1% 19.7% Adjusted net operating profit after taxes 513 $ 525 $ 557 $ 546 $ 535 $ 580 $ 478 $ 441 $ Trailing four quarter adjusted net operating profit after taxes 2,141 $ 2,034 $ Total debt 3,982 $ 3,967 $ 4,000 $ 4,008 $ 4,010 $ 4,005 $ 4,344 $ 3,991 $ Total shareholders' equity 9,994 10,236 10,831 9,492 9,480 9,631 9,751 9,141 Invested capital 13,976 $ 14,203 $ 14,831 $ 13,500 $ 13,490 $ 13,636 $ 14,095 $ 13,132 $ Trailing four quarter average invested capital 14,128 $ 13,588 $ Adjusted ROIC (1) 15.2% 15.0% (1) See description of non-GAAP financial measures. (2) Adjustment for non-cash amortization associated with fair value adjustments related to acquired customer order backlog as these charges are included in the acquisition related chargesline. As of or for the Quarters Ended ($ in millions)
Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 32 Outlook for Quarter Ending June 28, Outlook for 2019 (1) Fiscal 2019 (1) Diluted earnings per share from continuing operations (GAAP) $1.13 - $1.17 $4.88 - $4.98 Restructuring and other charges, net 0.26 0.55 Acquisition related charges 0.02 0.08 Tax items - 0.04 Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.41 - $1.45 $5.55 - $5.65 Net sales growth (GAAP) (5)% - (2)% (3)% - (1)% Translation 3 3 (Acquisitions) divestitures, net - (1) Organic net sales growth (non-GAAP) (2) (2)% - 1% (1)% - 1% Effective tax rate (GAAP) 17.2% - 17.7% Effective tax rate adjustments (3) 0.3 Adjusted effective tax rate (non-GAAP) (2) 17.5% - 18.0% (3) Includes adjustments for special tax items and the tax effect of acquisition related charges and restructuring and other charges, calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (1) Outlook is as of April 24, 2019 (2) See description of non-GAAP financial measures.