TE Connectivity plc 10-Q

ITEM 1. FINANCIAL STATEMENTS TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions, except per share data) ​ Net sales ​ $ 3,522 ​ $ 3,168 ​ Cost of sales ​ 2,376 ​ 2,138 ​ Gross margin ​ 1,146 ​ 1,030 ​ Selling, general, and administrative expenses ​ 361 ​ ​ 367 ​ Research, development, and engineering expenses ​ 162 ​ ​ 161 ​ Acquisition and integration costs ​ 8 ​ ​ 7 ​ Restructuring and other charges, net ​ 167 ​ ​ 24 ​ Operating income ​ ​ 448 ​ ​ 471 ​ Interest income ​ ​ 3 ​ ​ 6 ​ Interest expense ​ ( 15 ) ​ ​ ( 12 ) ​ Other income (expense), net ​ ( 1 ) ​ ​ 5 ​ Income from continuing operations before income taxes ​ 435 ​ 470 ​ Income tax expense ​ ( 60 ) ​ ​ ( 447 ) ​ Income from continuing operations ​ 375 ​ 23 ​ Income from discontinued operations, net of income taxes ​ 6 ​ ​ 3 ​ Net income ​ $ 381 ​ $ 26 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share: ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ​ $ 1.13 ​ $ 0.07 ​ Income from discontinued operations ​ 0.02 ​ 0.01 ​ Net income ​ 1.15 ​ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ​ $ 1.13 ​ $ 0.07 ​ Income from discontinued operations ​ 0.02 ​ 0.01 ​ Net income ​ 1.14 ​ 0.08 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares outstanding: ​ ​ ​ ​ ​ ​ ​ Basic ​ 331 ​ ​ 335 ​ Diluted ​ 333 ​ ​ 337 ​ See Notes to Condensed Consolidated Financial Statements. ​ 1 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Net income ​ $ 381 ​ $ 26 ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ Currency translation ​ 111 ​ ​ 50 ​ Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes ​ 6 ​ ​ 8 ​ Gains on cash flow hedges, net of income taxes ​ 29 ​ ​ 31 ​ Other comprehensive income ​ 146 ​ 89 ​ Comprehensive income ​ ​ 527 ​ ​ 115 ​ Less: comprehensive income attributable to noncontrolling interests ​ ​ ( 6 ) ​ ​ — ​ Comprehensive income attributable to TE Connectivity Ltd. ​ $ 521 ​ $ 115 ​ See Notes to Condensed Consolidated Financial Statements. ​ 2 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions, except share ​ ​ ​ data) ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,098 ​ $ 945 ​ Accounts receivable, net of allowance for doubtful accounts of $ 33 and $ 29 , respectively ​ 2,640 ​ 2,377 ​ Inventories ​ 2,066 ​ 1,950 ​ Prepaid expenses and other current assets ​ 677 ​ 512 ​ Total current assets ​ 6,481 ​ 5,784 ​ Property, plant, and equipment, net ​ 3,768 ​ 3,650 ​ Goodwill ​ 5,387 ​ 5,224 ​ Intangible assets, net ​ 1,613 ​ 1,593 ​ Deferred income taxes ​ 2,198 ​ 2,178 ​ Other assets ​ 819 ​ 813 ​ Total assets ​ $ 20,266 ​ $ 19,242 ​ Liabilities, redeemable noncontrolling interests, and shareholders' equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Short-term debt ​ $ 685 ​ $ 694 ​ Accounts payable ​ 1,629 ​ 1,276 ​ Accrued and other current liabilities ​ 1,769 ​ 1,720 ​ Total current liabilities ​ 4,083 ​ 3,690 ​ Long-term debt ​ 3,516 ​ 3,452 ​ Long-term pension and postretirement liabilities ​ 1,329 ​ 1,336 ​ Deferred income taxes ​ 144 ​ 143 ​ Income taxes ​ 266 ​ 252 ​ Other liabilities ​ 949 ​ 874 ​ Total liabilities ​ 10,287 ​ 9,747 ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 118 ​ ​ 112 ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ ​ Common shares, CHF 0.57 par value, 338,953,381 shares authorized and issued ​ 149 ​ ​ 149 ​ Accumulated earnings ​ 10,672 ​ 10,348 ​ Treasury shares, at cost, 7,836,597 and 8,295,878 shares, respectively ​ ( 655 ) ​ ( 669 ) ​ Accumulated other comprehensive loss ​ ( 305 ) ​ ( 445 ) ​ Total shareholders' equity ​ 9,861 ​ 9,383 ​ Total liabilities, redeemable noncontrolling interests, and shareholders' equity ​ $ 20,266 ​ $ 19,242 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 3 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Quarter Ended December 25, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at September 25, 2020 339 ​ $ 149 ( 8 ) ​ $ ( 669 ) ​ $ — ​ $ 10,348 ​ $ ( 445 ) ​ $ 9,383 ​ Net income — ​ — — ​ — ​ — ​ 381 ​ — ​ 381 ​ Other comprehensive income — ​ — — ​ — ​ — ​ — ​ 140 ​ 140 ​ Share-based compensation expense — ​ — — ​ — ​ 19 ​ — ​ — ​ 19 ​ Exercise of share options — ​ — 1 ​ 75 ​ — ​ — ​ — ​ 75 ​ Restricted share award vestings and other activity — ​ — — ​ 66 ​ ( 19 ) ​ ( 57 ) ​ — ​ ( 10 ) ​ Repurchase of common shares — ​ — ( 1 ) ​ ( 127 ) ​ — ​ — ​ — ​ ( 127 ) ​ Balance at December 25, 2020 ​ 339 ​ $ 149 ( 8 ) ​ $ ( 655 ) ​ $ — ​ $ 10,672 ​ $ ( 305 ) ​ $ 9,861 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Quarter Ended December 27, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at September 27, 2019 351 ​ $ 154 ( 16 ) ​ $ ( 1,337 ) ​ $ — ​ $ 12,256 ​ $ ( 503 ) ​ $ 10,570 ​ Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 26 ​ ​ — ​ ​ 26 ​ Other comprehensive income — ​ — — ​ — ​ — ​ — ​ 89 ​ 89 ​ Share-based compensation expense — ​ — — ​ — ​ 22 ​ — ​ — ​ 22 ​ Exercise of share options — ​ — — ​ 14 ​ — ​ — ​ — ​ 14 ​ Restricted share award vestings and other activity — ​ — 1 ​ 77 ​ ( 22 ) ​ ( 76 ) ​ — ​ ( 21 ) ​ Repurchase of common shares — ​ — ( 2 ) ​ ( 143 ) ​ — ​ — ​ — ​ ( 143 ) ​ Balance at December 27, 2019 ​ 351 ​ $ 154 ( 17 ) ​ $ ( 1,389 ) ​ $ — ​ $ 12,206 ​ $ ( 414 ) ​ $ 10,557 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 4 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 381 ​ $ 26 ​ Income from discontinued operations, net of income taxes ​ ( 6 ) ​ ( 3 ) ​ Income from continuing operations ​ 375 ​ 23 ​ Adjustments to reconcile income from continuing operations to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 187 ​ 174 ​ Deferred income taxes ​ ( 42 ) ​ 394 ​ Non-cash lease cost ​ ​ 30 ​ ​ 27 ​ Provision for losses on accounts receivable and inventories ​ 6 ​ 20 ​ Share-based compensation expense ​ 19 ​ 22 ​ Other ​ 21 ​ 10 ​ Changes in assets and liabilities, net of the effects of acquisitions and divestitures: ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 299 ) ​ ( 24 ) ​ Inventories ​ ( 145 ) ​ ( 176 ) ​ Prepaid expenses and other current assets ​ ( 87 ) ​ ( 23 ) ​ Accounts payable ​ 349 ​ 94 ​ Accrued and other current liabilities ​ 88 ​ ( 185 ) ​ Income taxes ​ 17 ​ 10 ​ Other ​ 121 ​ 45 ​ Net cash provided by operating activities ​ 640 ​ 411 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 142 ) ​ ( 176 ) ​ Acquisition of businesses, net of cash acquired ​ ( 107 ) ​ ( 115 ) ​ Other ​ 3 ​ 2 ​ Net cash used in investing activities ​ ( 246 ) ​ ( 289 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Net decrease in commercial paper ​ — ​ ( 9 ) ​ Repayment of debt ​ ( 30 ) ​ — ​ Proceeds from exercise of share options ​ 75 ​ 14 ​ Repurchase of common shares ​ ( 119 ) ​ ( 139 ) ​ Payment of common share dividends to shareholders ​ ( 159 ) ​ ( 154 ) ​ Other ​ ( 19 ) ​ ( 26 ) ​ Net cash used in financing activities ​ ( 252 ) ​ ( 314 ) ​ Effect of currency translation on cash ​ 11 ​ 7 ​ Net increase (decrease) in cash, cash equivalents, and restricted cash ​ 153 ​ ( 185 ) ​ Cash, cash equivalents, and restricted cash at beginning of period ​ 945 ​ 927 ​ Cash, cash equivalents, and restricted cash at end of period ​ $ 1,098 ​ $ 742 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 5 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period. The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 25, 2020. Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2021 and fiscal 2020 are to our fiscal years ending September 24, 2021 and ended September 25, 2020, respectively. 2. Restructuring and Other Charges, Net Net restructuring and other charges consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Restructuring charges, net ​ $ 149 ​ $ 24 ​ Other charges, net ​ 18 ​ — ​ Restructuring and other charges, net ​ $ 167 ​ $ 24 ​ ​ Net restructuring charges by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Transportation Solutions ​ $ 118 ​ $ 4 ​ Industrial Solutions ​ 20 ​ 15 ​ Communications Solutions ​ 11 ​ 5 ​ Restructuring charges, net ​ $ 149 ​ $ 24 ​ ​ 6 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Activity in our restructuring reserves was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ September 25, ​ ​ ​ ​ Changes in ​ Cash ​ Non-Cash ​ Currency ​ December 25, ​ ​ 2020 Charges Estimate Payments Items Translation 2020 ​ ​ (in millions) ​ Fiscal 2021 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ $ — ​ $ 136 ​ $ — ​ $ ( 1 ) ​ $ — ​ $ — ​ $ 135 ​ Facility and other exit costs ​ ​ — ​ ​ 2 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2 ​ Property, plant, and equipment ​ ​ — ​ ​ 4 ​ ​ — ​ ​ — ​ ​ ( 4 ) ​ ​ — ​ ​ — ​ Total ​ ​ — ​ ​ 142 ​ ​ — ​ ​ ( 1 ) ​ ​ ( 4 ) ​ ​ — ​ ​ 137 ​ Fiscal 2020 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ ​ 180 ​ ​ 1 ​ ​ — ​ ​ ( 34 ) ​ ​ — ​ ​ 8 ​ ​ 155 ​ Facility and other exit costs ​ ​ 8 ​ ​ 7 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ ​ 16 ​ Property, plant, and equipment ​ ​ — ​ ​ 3 ​ ​ — ​ ​ — ​ ​ ( 3 ) ​ ​ — ​ ​ — ​ Total ​ ​ 188 ​ ​ 11 ​ ​ — ​ ​ ( 34 ) ​ ​ ( 3 ) ​ ​ 9 ​ ​ 171 ​ Pre-Fiscal 2020 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ ​ 93 ​ ​ — ​ ​ ( 5 ) ​ ​ ( 19 ) ​ ​ — ​ ​ 2 ​ ​ 71 ​ Facility and other exit costs ​ ​ 4 ​ ​ 1 ​ ​ — ​ ​ ( 5 ) ​ ​ — ​ ​ — ​ ​ — ​ Total ​ ​ 97 ​ ​ 1 ​ ​ ( 5 ) ​ ​ ( 24 ) ​ ​ — ​ ​ 2 ​ ​ 71 ​ Total Activity ​ $ 285 ​ $ 154 ​ $ ( 5 ) ​ $ ( 59 ) ​ $ ( 7 ) ​ $ 11 ​ $ 379 ​ ​ Fiscal 2021 Actions During fiscal 2021, we initiated a restructuring program associated with footprint consolidation and structural improvements, due in part to the COVID-19 pandemic, across all segments. In connection with this program, during the quarter ended December 25, 2020, we recorded restructuring charges of $ 142 million. We expect to complete all restructuring actions commenced during the quarter ended December 25, 2020 by the end of fiscal 2022 and to incur additional charges of approximately $ 12 million related primarily to employee severance and facility exit costs across all segments. Fiscal 2020 Actions During fiscal 2020, we initiated a restructuring program associated with footprint consolidation and structural improvements, due in part to the COVID-19 pandemic, across all segments. In connection with this program, during the quarters ended December 25, 2020 and December 27, 2019, we recorded restructuring charges of $ 11 million and $ 15 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2020 by the end of fiscal 2023 and to incur additional charges of approximately $ 34 million related primarily to employee severance and facility exit costs. The following table summarizes expected, incurred, and remaining charges for the fiscal 2020 program by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Cumulative ​ Remaining ​ ​ ​ Expected ​ Charges ​ Expected ​ ​ Charges Incurred Charges ​ ​ (in millions) ​ Transportation Solutions ​ $ 140 ​ $ 126 ​ $ 14 ​ Industrial Solutions ​ 114 ​ 99 ​ 15 ​ Communications Solutions ​ 41 ​ 36 ​ 5 ​ Total ​ $ 295 ​ $ 261 ​ $ 34 ​ ​ 7 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Pre-Fiscal 2020 Actions Prior to fiscal 2020, we initiated restructuring programs associated with footprint consolidation and structural improvements impacting all segments. During the quarters ended December 25, 2020 and December 27, 2019, we recorded net restructuring credits of $ 4 million and charges of $ 9 million, respectively, related to pre-fiscal 2020 actions. We expect additional charges related to pre-fiscal 2020 actions to be insignificant. Total Restructuring Reserves Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Accrued and other current liabilities ​ $ 340 ​ $ 229 ​ Other liabilities ​ 39 ​ 56 ​ Restructuring reserves ​ $ 379 ​ $ 285 ​ ​ 3. Acquisitions During the quarter ended December 25, 2020, we acquired one business for a cash purchase price of $ 106 million, net of cash acquired. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition. We acquired two businesses for a combined cash purchase price of $ 112 million, net of cash acquired, during the quarter ended December 27, 2019. The acquisitions were reported as part of our Transportation Solutions and Industrial Solutions segments from the date of acquisition. 4. Inventories Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Raw materials ​ $ 284 ​ $ 251 ​ Work in progress ​ 905 ​ 851 ​ Finished goods ​ 877 ​ 848 ​ Inventories ​ $ 2,066 ​ $ 1,950 ​ ​ 8 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 5. Goodwill The changes in the carrying amount of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Industrial Communications ​ ​ ​ ​ Solutions ​ Solutions ​ Solutions ​ Total ​ ​ ​ (in millions) ​ September 25, 2020 (1) ​ $ 1,527 ​ $ 3,110 ​ $ 587 ​ $ 5,224 ​ Acquisitions ​ ​ — ​ ​ 53 ​ ​ — ​ ​ 53 ​ Purchase price adjustments ​ ​ ( 1 ) ​ ​ ( 1 ) ​ ​ — ​ ​ ( 2 ) ​ Currency translation ​ 33 ​ 66 ​ 13 ​ 112 ​ December 25, 2020 (1) ​ $ 1,559 ​ $ 3,228 ​ $ 600 ​ $ 5,387 ​ (1) At December 25, 2020 and September 25, 2020, accumulated impairment losses for the Transportation Solutions, Industrial Solutions, and Communications Solutions segments were $ 3,091 million, $ 669 million, and $ 489 million, respectively. During the quarter ended December 25, 2020, we recognized goodwill in the Industrial Solutions segment in connection with a recent acquisition. See Note 3 for additional information regarding the acquisition. 6. Intangible Assets, Net Intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, 2020 ​ September 25, 2020 ​ ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ ​ Amount ​ Amortization ​ Amount ​ Amount ​ Amortization ​ Amount ​ ​ (in millions) ​ Customer relationships ​ $ 1,715 ​ $ ( 588 ) ​ $ 1,127 ​ $ 1,648 ​ $ ( 554 ) ​ $ 1,094 ​ Intellectual property ​ ​ 1,240 ​ ​ ( 768 ) ​ ​ 472 ​ ​ 1,225 ​ ​ ( 739 ) ​ ​ 486 ​ Other ​ 20 ​ ( 6 ) ​ 14 ​ 19 ​ ( 6 ) ​ 13 ​ Total ​ $ 2,975 ​ $ ( 1,362 ) ​ $ 1,613 ​ $ 2,892 ​ $ ( 1,299 ) ​ $ 1,593 ​ ​ Intangible asset amortization expense was $ 48 million and $ 45 million for the quarters ended December 25, 2020 and December 27, 2019, respectively. At December 25, 2020, the aggregate amortization expense on intangible assets is expected to be as follows: ​ ​ ​ ​ ​ ​ (in millions) Remainder of fiscal 2021 ​ $ 146 ​ Fiscal 2022 ​ ​ 194 ​ Fiscal 2023 ​ 192 ​ Fiscal 2024 ​ 160 ​ Fiscal 2025 ​ 145 ​ Fiscal 2026 ​ 138 ​ Thereafter ​ 638 ​ Total ​ $ 1,613 ​ ​ 7. Debt The fair value of our debt, based on indicative valuations, was approximately $ 4,621 million and $ 4,550 million at December 25, 2020 and September 25, 2020, respectively. 9 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 8. Leases The components of lease cost were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ (in millions) Operating lease cost ​ $ 30 ​ $ 27 ​ Variable lease cost ​ ​ 11 ​ ​ 11 ​ Total lease cost ​ $ 41 ​ $ 38 ​ ​ Cash flow information, including significant non-cash transactions, related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ (in millions) Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Payments for operating leases (1) ​ $ 30 ​ $ 26 ​ ​ ​ ​ ​ ​ ​ ​ ​ ROU assets obtained in exchange for new operating lease liabilities ​ ​ 22 ​ ​ 5 (2) (1) These payments are included in cash flows from continuing operating activities, primarily in changes in other liabilities. (2) Excludes right-of-use assets recognized in connection with the adoption of ASC 842. 9. Commitments and Contingencies Legal Proceedings In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows. Trade Compliance Matters We are investigating our past compliance with relevant U.S. trade controls and are making voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). We are cooperating with BIS, and both our internal assessment and the BIS investigation are ongoing. We are unable to predict the final outcome of the BIS investigation or to reasonably estimate the time it may take to resolve these matters. An unfavorable outcome may include fines or penalties imposed in response to our disclosures; however, we are not yet able to estimate whether any such fines or penalties would be material to our financial condition and results of operations. 10 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Environmental Matters We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of December 25, 2020, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 16 million to $ 46 million, and we accrued $ 19 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows. Guarantees In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows. At December 25, 2020, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 252 million, of which $ 93 million related to our Subsea Communications (“SubCom”) business which was sold during fiscal 2019. In connection with the SubCom sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $ 280 million as of December 25, 2020 and are expected to expire at various dates through fiscal 2025. Also, under the terms of the definitive agreement, we are required to issue up to $ 300 million of new performance guarantees, subject to certain limitations, for projects entered into by the SubCom business following the sale for a period of up to three years . As of December 25, 2020, there were no new performance guarantees outstanding. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform. 10. Financial Instruments Foreign Currency Exchange Rate Risk We utilize cross-currency swap contracts to reduce our exposure to foreign currency exchange rate risk associated with certain intercompany loans. The aggregate notional value of these contracts was € 700 million at December 25, 2020 and September 25, 2020. Under the terms of these contracts, which have been designated as cash flow hedges, we make interest payments in euros at 3.50 % per annum and receive interest in U.S. dollars at a weighted-average rate of 5.34 % per annum. Upon maturity in fiscal 2022, we will pay the notional value of the contracts in euros and receive U.S. dollars from our counterparties. In connection with the cross-currency swap contracts, both counterparties to each contract are required to provide cash collateral. These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Other assets ​ $ — ​ $ 1 ​ Other liabilities ​ 52 ​ 9 ​ ​ 11 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) At December 25, 2020 and September 25, 2020, collateral received from or paid to our counterparties approximated the net derivative position. Collateral is recorded in accrued and other current liabilities when the contracts are in a net asset position, or prepaid expenses and other current assets when the contracts are in a net liability position on the Condensed Consolidated Balance Sheets. The impacts of these cross-currency swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Gains (losses) recorded in other comprehensive income (loss) ​ $ ( 4 ) ​ $ 4 ​ Losses excluded from the hedging relationship (1) ​ ( 40 ) ​ ( 22 ) ​ (1) Gains and losses excluded from the hedging relationship are recognized prospectively in selling, general, and administrative expenses and are offset by losses and gains generated as a result of re-measuring certain intercompany loans to the U.S. dollar. Hedge of Net Investment We hedge our net investment in certain foreign operations using intercompany loans and external borrowings denominated in the same currencies. The aggregate notional value of these hedges was $ 3,820 million and $ 3,511 million at December 25, 2020 and September 25, 2020, respectively. We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $ 1,957 million and $ 1,664 million at December 25, 2020 and September 25, 2020, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 2.03 % per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2025, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts. These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ — ​ $ 1 ​ Other assets ​ — ​ 3 ​ Accrued and other current liabilities ​ ​ 42 ​ ​ 6 ​ Other liabilities ​ ​ 56 ​ ​ 16 ​ ​ 12 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) The impacts of our hedge of net investment programs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Foreign currency exchange losses on intercompany loans and external borrowings (1) ​ $ ( 168 ) ​ $ ( 65 ) ​ Losses on cross-currency swap contracts designated as hedges of net investment (1) ​ ( 85 ) ​ ( 33 ) ​ (1) Recorded as currency translation, a component of accumulated other comprehensive income (loss). Interest Rate Risk Management We may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt. These contracts had an aggregate notional value of $ 450 million at December 25, 2020 and September 25, 2020, and were designated as cash flow hedges. These forward starting interest rate swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Other assets ​ $ 3 ​ $ — ​ Other liabilities ​ ​ 54 ​ ​ 64 ​ ​ The impacts of these forward starting interest rate swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Gains recorded in other comprehensive income (loss) ​ $ 13 ​ $ 10 ​ ​ Commodity Hedges As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $ 321 million and $ 312 million at December 25, 2020 and September 25, 2020, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 25, ​ September 25, ​ ​ 2020 2020 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ 56 ​ $ 41 ​ Other assets ​ 3 ​ 3 ​ Accrued and other current liabilities ​ ​ 1 ​ ​ 2 ​ Other liabilities ​ ​ — ​ ​ 1 ​ ​ 13 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) The impacts of these commodity swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Gains recorded in other comprehensive income (loss) ​ $ 37 ​ $ 19 ​ Gains (losses) reclassified from accumulated other comprehensive income (loss) into cost of sales ​ ​ 15 ​ ​ ( 1 ) ​ ​ We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months. 11. Retirement Plans The net periodic pension benefit cost (credit) for all non-U.S. and U.S. defined benefit pension plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-U.S. Plans ​ U.S. Plans ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ December 25, ​ December 27, ​ ​ 2020 2019 2020 2019 ​ ​ (in millions) ​ Operating expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service cost ​ $ 12 ​ $ 13 ​ $ 3 ​ $ 3 ​ Other (income) expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ 7 ​ 6 ​ 8 ​ 9 ​ Expected return on plan assets ​ ( 14 ) ​ ( 15 ) ​ ( 13 ) ​ ( 15 ) ​ Amortization of net actuarial loss ​ 8 ​ 10 ​ 2 ​ 2 ​ Amortization of prior service credit ​ ( 1 ) ​ ( 2 ) ​ — ​ — ​ Net periodic pension benefit cost (credit) ​ $ 12 ​ $ 12 ​ $ — ​ $ ( 1 ) ​ ​ During the quarter ended December 25, 2020, we contributed $ 10 million and $ 17 million to our non-U.S. and U.S. pension plans, respectively. 12. Income Taxes We recorded income tax expense of $ 60 million and $ 447 million for the quarters ended December 25, 2020 and December 27, 2019, respectively. The income tax expense for the quarter ended December 25, 2020 included a $ 29 million income tax benefit related to an Internal Revenue Service approved change in the tax method of depreciating or amortizing certain assets. The income tax expense for the quarter ended December 27, 2019 included $ 355 million of income tax expense related to the tax impacts of certain measures of the Switzerland Federal Act on Tax Reform and AHV Financing (“Swiss Tax Reform”). See “Swiss Tax Reform” below for additional information. Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that approximately $ 50 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months. We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 25, 2020. 14 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Swiss Tax Reform The Federal Act on Tax Reform and AHV Financing eliminated certain preferential tax items and implemented new tax rates at both the federal and cantonal levels. During fiscal 2019, Switzerland enacted the federal provisions of Swiss Tax Reform and the federal tax authority issued guidance abolishing certain interest deductions. The impacts of these measures were reflected in our fiscal 2019 Consolidated Financial Statements. In October 2019, the canton of Schaffhausen enacted Swiss Tax Reform into law, including reductions in tax rates. During the quarter ended December 27, 2019, we recognized $ 355 million of income tax expense related primarily to cantonal implementation and the resulting write-down of certain deferred tax assets to the lower tax rates. 13. Earnings Per Share The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Basic 331 ​ 335 ​ Dilutive impact of share-based compensation arrangements 2 ​ 2 ​ Diluted 333 337 ​ ​ The following share options were not included in the computation of diluted earnings per share because the instruments’ underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Antidilutive share options — ​ 3 ​ ​ ​ 14. Shareholders’ Equity Dividends We paid cash dividends to shareholders as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ Quarters Ended ​ December 25, December 27, ​ 2020 2019 Dividends paid per common share ​ $ 0.48 ​ $ 0.46 ​ ​ Upon shareholders’ approval of a dividend payment, we record a liability with a corresponding charge to shareholders’ equity. At December 25, 2020 and September 25, 2020, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $ 159 million and $ 317 million, respectively. 15 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Share Repurchase Program Common shares repurchased under the share repurchase program were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Number of common shares repurchased ​ 1 ​ 2 ​ Repurchase value $ 127 $ 143 ​ ​ At December 25, 2020, we had $ 868 million of availability remaining under our share repurchase authorization. 15. Share Plans Share-based compensation expense, which was included primarily in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Share-based compensation expense $ 19 $ 22 ​ ​ As of December 25, 2020, there was $ 170 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 2.2 years. During the quarter ended December 25, 2020, we granted the following share-based awards as part of our annual incentive plan grant: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant-Date ​ ​ Shares Fair Value ​ ​ (in millions) ​ ​ ​ ​ Share options ​ 1.3 ​ $ 22.03 ​ Restricted share awards ​ 0.4 ​ 105.86 ​ Performance share awards ​ 0.2 ​ ​ 105.86 ​ ​ As of December 25, 2020, we had 13 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020. Share-Based Compensation Assumptions The assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows: ​ ​ ​ ​ ​ ​ Expected share price volatility 28 % Risk-free interest rate ​ 0.5 % ​ Expected annual dividend per share ​ $ 1.92 ​ ​ Expected life of options (in years) ​ 5.4 ​ ​ ​ ​ 16 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 16. Segment and Geographic Data Net sales by segment (1) and industry end market (2) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Transportation Solutions: ​ ​ ​ ​ ​ ​ ​ Automotive ​ $ 1,629 ​ $ 1,405 ​ Commercial transportation ​ 331 ​ 258 ​ Sensors ​ 264 ​ 205 ​ Total Transportation Solutions ​ ​ 2,224 ​ ​ 1,868 ​ Industrial Solutions: ​ ​ ​ ​ ​ ​ ​ Aerospace, defense, oil, and gas ​ 250 ​ 309 ​ Industrial equipment ​ ​ 295 ​ ​ 263 ​ Medical ​ ​ 156 ​ ​ 179 ​ Energy ​ 172 ​ 176 ​ Total Industrial Solutions ​ ​ 873 ​ ​ 927 ​ Communications Solutions: ​ ​ ​ ​ ​ ​ ​ Data and devices ​ ​ 234 ​ ​ 219 ​ Appliances ​ 191 ​ 154 ​ Total Communications Solutions ​ ​ 425 ​ ​ 373 ​ Total ​ $ 3,522 ​ $ 3,168 ​ (1) Intersegment sales were not material. (2) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. 17 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Net sales by geographic region (1) and segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Asia–Pacific: ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ $ 876 ​ $ 742 ​ Industrial Solutions ​ 163 ​ 145 ​ Communications Solutions ​ ​ 254 ​ ​ 226 ​ Total Asia–Pacific ​ 1,293 ​ 1,113 ​ Europe/Middle East/Africa (“EMEA”): ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ ​ 894 ​ ​ 702 ​ Industrial Solutions ​ 358 ​ 340 ​ Communications Solutions ​ 64 ​ 55 ​ Total EMEA ​ 1,316 ​ 1,097 ​ Americas: ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ ​ 454 ​ ​ 424 ​ Industrial Solutions ​ 352 ​ 442 ​ Communications Solutions ​ ​ 107 ​ ​ 92 ​ Total Americas ​ 913 ​ 958 ​ Total ​ $ 3,522 ​ $ 3,168 ​ (1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. Operating income by segment was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 25, ​ December 27, ​ ​ 2020 2019 ​ ​ (in millions) ​ Transportation Solutions ​ $ 308 ​ $ 316 ​ Industrial Solutions ​ ​ 76 ​ ​ 115 ​ Communications Solutions ​ ​ 64 ​ ​ 40 ​ Total ​ $ 448 ​ $ 471 ​ ​ ​ ​ ​ ​ ​ 18 Table of Contents ​